Exhibit 99.4
BCRE MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated
and effective May 1, 2007, between Barclays Capital Real Estate Inc., as seller
(the "Mortgage Loan Seller"), and GE Commercial Mortgage Corporation, as
purchaser (the "Purchaser").
The Mortgage Loan Seller desires to sell, assign, transfer and
otherwise convey to the Purchaser, and the Purchaser desires to purchase,
subject to the terms and conditions set forth below, the commercial, multifamily
and manufactured housing mortgage loans (collectively, the "Mortgage Loans")
identified on the schedule annexed hereto as Exhibit A (the "Mortgage Loan
Schedule").
It is expected that the Mortgage Loans will be transferred, together
with other commercial, multifamily and manufactured housing mortgage loans (such
mortgage loans, the "Other Mortgage Loans"), to GE Commercial Mortgage
Corporation, Series 2007-C1 Trust, a trust fund (the "Trust Fund") to be formed
by the Purchaser, the beneficial ownership of which will be evidenced by a
series of mortgage pass-through certificates (the "Certificates"). Certain
classes of the Certificates will be rated by Standard and Poor's Ratings
Services, a division of The XxXxxx-Xxxx Companies, Inc. and Xxxxx'x Investors
Service, Inc. (together, the "Rating Agencies"). Certain classes of the
Certificates (the "Registered Certificates") will be registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Trust Fund will
be created and the Certificates will be issued pursuant to a pooling and
servicing agreement to be dated as of May 1, 2007 (the "Pooling and Servicing
Agreement"), among the Purchaser, as depositor (in such capacity, the
"Depositor"), KeyCorp Real Estate Capital Markets, Inc., an Ohio corporation, as
Servicer No. 1 with respect to all of the Mortgage Loans other than the 000
Xxxxx Xxxxxx Mortgage Loan, the Skyline Portfolio Mortgage Loan, the Four
Seasons Mortgage Loan, the Mall of America Mortgage Loan and the Americold
Portfolio Mortgage Loan ("Servicer No. 1"), Bank of America, National
Association, a national banking association, as Servicer No. 2 with respect to
the 000 Xxxxx Xxxxxx Mortgage Loan ("Servicer No. 2", and together with Servicer
No.1, or as individually applicable, the "Servicer"), LNR Partners, Inc., a
Florida corporation, as special servicer (in such capacity, the "Special
Servicer"), and Xxxxx Fargo Bank, N.A., a national banking association, as
trustee (the "Trustee").
The Purchaser intends to sell certain of the Certificates to Banc of
America Securities LLC ("BAS"), Deutsche Bank Securities Inc. ("DBS"), Barclays
Capital Inc. ("BCI"), Bear, Xxxxxxx & Co. Inc. ("Bear") and Citigroup Global
Markets Inc. ("Citi", and collectively with BAS, DBS, BCI and Bear, in such
capacity the "Underwriters") pursuant to an underwriting agreement dated April
26, 2007 (the "Underwriting Agreement"). The Purchaser intends to sell certain
other Certificates (the "Non-Registered Certificates") pursuant to a certificate
purchase agreement dated April 26, 2007 (the "Certificate Purchase Agreement")
to BAS and DBS (together, in such capacity the "Initial Purchasers").
Capitalized terms not otherwise defined herein have the meanings assigned to
them in the Pooling and Servicing Agreement (as of the Closing Date).
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
Subject to the terms and conditions set forth in this Agreement, the
Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to
the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in
this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The
purchase and sale of the Mortgage Loans shall take place on May 8, 2007 or such
other date as shall be mutually acceptable to the parties hereto (the "Closing
Date"). As of the close of business on May 1, 2007 (the "Cut-off Date"), the
Mortgage Loans will have an aggregate principal balance (the "Aggregate Cut-off
Date Balance"), after application of all payments of principal due thereon on or
before the Cut-off Date, whether or not received, of $________, subject to a
variance of plus or minus 5%. The purchase price of the Mortgage Loans
(inclusive of accrued interest and exclusive of the Mortgage Loan Seller's pro
rata share of the costs set forth in Section 9 hereof) (the "Mortgage Loan
Purchase Price") shall be equal to the amount set forth on the cross receipt
between the Mortgage Loan Seller and the Purchaser dated the date hereof.
SECTION 2. Conveyance of Mortgage Loans.
(a) On the Closing Date, subject only to receipt by the Mortgage
Loan Seller of the Mortgage Loan Purchase Price, the satisfaction of the other
closing conditions required to be satisfied on the part of Purchaser pursuant to
Section 7 and the issuance of the Certificates, the Mortgage Loan Seller agrees
to (i) sell, transfer, assign, set over and otherwise convey to the Purchaser,
without recourse, all the right, title and interest of the Mortgage Loan Seller
in and to the Mortgage Loans identified on the Mortgage Loan Schedule, including
all rights to payment in respect thereof, which includes all interest and
principal received or receivable by the Mortgage Loan Seller on or with respect
to the Mortgage Loans after the Cut-off Date (subject to the proviso in the next
sentence), together with all of the Mortgage Loan Seller's right, title and
interest in and to the proceeds of any related title, hazard, or other insurance
policies and any escrow, reserve or other comparable accounts related to the
Mortgage Loans, subject to (i) that certain Servicing Rights Purchase Agreement
dated as of May 1, 2007, between the Mortgage Loan Seller and Servicer No. 1,
(ii) The Agreement to Appointment of Master Servicer dated as of May 8, 2007,
among the Depositor, the Mortgage Loan Seller and Servicer No. 2, and (iii) the
Servicing Rights Purchase and Sale Agreement dated as of May 8, 2007, between
the Mortgage Loan Seller and Servicer No. 2. The Purchaser shall be entitled to
(and, to the extent received by or on behalf of the Mortgage Loan Seller, the
Mortgage Loan Seller shall deliver or cause to be delivered to or at the
direction of the Purchaser) all scheduled payments of principal and interest due
on the Mortgage Loans after the Cut-off Date, and all other recoveries of
principal and interest collected thereon after the Cut-off Date; provided,
however, that all scheduled payments of principal and interest accrued but not
paid thereon, due on or before the Cut-off Date and collected after the Cut-off
Date shall belong to the Mortgage Loan Seller, and the Purchaser or its
successors or assigns shall promptly remit any such payments to the Mortgage
Loan Seller.
On or prior to the Closing Date, the Mortgage Loan Seller shall
retain a third party vendor reasonably satisfactory to the Controlling Class
Representative to complete the assignment and recordation of the related Loan
Documents, as contemplated by the next sentence. On or promptly following the
Closing Date, the Mortgage Loan Seller shall cause such third party vendor, to
the extent possession of recorded copies of each Mortgage and the documents
described in clauses (iii), (iv), (v), (vi), (vii), (viii), (xi), (xxii) and
(xiii) of Exhibit B have been delivered to it, at the expense of the Mortgage
Loan Seller, (1) to prepare and record (a) each Assignment of Mortgage referred
to in clause (iii) of Exhibit B which has not yet been submitted for recording
and (b) each Assignment of Leases, referred to in clause (v) of Exhibit B (if
not otherwise included in the related Assignment of Mortgage) which has not yet
been submitted for recordation; and (2) to prepare and file each UCC assignment
of financing statement referred to in clause (xiii) of Exhibit B which has not
yet been submitted for filing or recording. The Mortgage Loan Seller shall
direct the related third party vendor to promptly prepare and submit (and in no
event later than 30 Business Days following the receipt of the related documents
in the case of clause 1(a) of the prior sentence and 60 days following the
receipt of the applicable documents in the case of clauses 1(b) and 2 of the
prior sentence) for recording or filing, as the case may be, in the appropriate
public recording or filing office, each such document. In the event that any
such document is lost or returned unrecorded because of a defect therein, the
Mortgage Loan Seller, at its expense, shall promptly prepare a substitute
document for signature by the Purchaser or itself, as applicable, and thereafter
the Mortgage Loan Seller shall cause each such document to be duly recorded or
filed. The Mortgage Loan Seller shall, promptly upon receipt of the original
recorded or filed copy (and in no event later than five Business Days following
such receipt) deliver such original to the Custodian (in the case of each UCC
financing statement or UCC assignment of financing statement, with evidence of
filing or recording thereon). Notwithstanding anything to the contrary contained
in this Section 2, in those instances where the public recording office retains
the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of
Leases, Rents and Profits, if applicable, after any has been recorded, the
obligations hereunder of the Mortgage Loan Seller shall be deemed to have been
satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment
of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if
applicable, certified by the public recording office to be a true and complete
copy of the recorded original thereof or otherwise with evidence of recording
indicated thereon.
(b) In connection with the Mortgage Loan Seller's assignment
pursuant to subsection (a) above, the Mortgage Loan Seller shall deliver to and
deposit with, or cause to be delivered to and deposited with, the Custodian, on
or before the Closing Date, the documents and/or instruments referred to in
clauses (i), (ii), (ix), (xvi) and (xxiii) of Exhibit B for each Mortgage Loan
so assigned (with originals with respect to clause (i) and copies with respect
to clauses (ii), (ix), (xvi) and (xxiii)) and, within 30 days following the
Closing Date, the remaining applicable documents in Exhibit B for each such
Mortgage Loan with copies to the applicable Servicer.
(c) If the Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan, the original Note, the Mortgage Loan Seller
shall deliver a copy or duplicate original of such Note, together with an
affidavit certifying that the original thereof has been lost or destroyed and an
indemnification in connection therewith in favor of the Trustee.
If the Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan, the original or a copy of any of the
documents and/or instruments referred to in clauses (ii), (iv), (vi), (vii),
(xi), and (xiii) of Exhibit B and the UCC financing statements and UCC
assignments of financing statements referred to in clauses (xi) and (xii) of
Exhibit B, with evidence of recording or filing thereon, solely because of a
delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, or because such
original recorded or filed document has been lost or returned from the recording
or filing office and subsequently lost, as the case may be, the delivery
requirements of this Section 2(b) shall be deemed to have been satisfied as to
such missing item, and such missing item shall be deemed to have been included
in the related Mortgage File, provided that a copy of such document or
instrument (without evidence of recording or filing thereon, but certified
(which certificate may relate to multiple documents and/or instruments) by the
applicable public recording or filing office, the applicable title insurance
company or by the Mortgage Loan Seller to be a true and complete copy of the
original thereof submitted for recording or filing, as the case may be) has been
delivered to the Trustee within 45 days after the Closing Date, and either the
original of such missing document or instrument, or a copy thereof, with
evidence of recording or filing, as the case may be, thereon, is delivered to or
at the direction of the Purchaser (or any subsequent owner of the affected
Mortgage Loan, including without limitation the Trustee) within 180 days after
the Closing Date (or within such longer period after the Closing Date as the
Purchaser (or such subsequent owner) may consent to, which consent shall not be
unreasonably withheld so long as the Mortgage Loan Seller has provided the
Purchaser (or such subsequent owner) with evidence of such recording or filing,
as the case may be, or has certified to the Purchaser (or such subsequent owner)
as to the occurrence of such recording or filing, as the case may be, and is, as
certified to the Purchaser (or such subsequent owner) no less often than
quarterly, in good faith attempting to obtain from the appropriate public
recording or filing office such original or copy).
If the Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan, the original or a copy of the related
lender's title insurance policy referred to in clause (ix) of Exhibit B solely
because such policy has not yet been issued, the delivery requirements of this
Section 2(b) shall be deemed to be satisfied as to such missing item, and such
missing item shall be deemed to have been included in the related Mortgage File,
provided that the Mortgage Loan Seller has delivered to the Trustee a binder
marked as binding and countersigned by the title insurer or its authorized agent
(which may be a pro forma or specimen title insurance policy which has been
accepted or approved in writing as binding by the related title insurance
company) or an acknowledged closing instruction or escrow letter, and the
Mortgage Loan Seller shall deliver to or at the direction of the Purchaser (or
any subsequent owner of the affected Mortgage Loan, including without limitation
the Trustee), promptly following the receipt thereof, the original related
lender's title insurance policy (or a copy thereof). In addition,
notwithstanding anything to the contrary contained herein, if there exists with
respect to any group of related cross-collateralized Mortgage Loans only one
original of any document referred to in Exhibit B covering all the Mortgage
Loans in such group, then the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such group shall be deemed an
inclusion of such original in the Mortgage File for each such Mortgage Loan. On
the Closing Date, upon (i) notification from the Mortgage Loan Seller that the
purchase price referred to in Section 1 has been received by the Mortgage Loan
Seller and (ii) the issuance of the Certificates, the Purchaser shall be
authorized to release to the Trustee or its designee all of the Mortgage Files
in the Purchaser's possession relating to the Mortgage Loans.
Notwithstanding anything herein to the contrary, with respect to the
documents referred to in clause (xxiii) on Exhibit B, the applicable Servicer
shall hold the original of each such document in trust on behalf of the Trustee
in order to draw on such letter of credit on behalf of the Trust and the
Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements
of this Agreement by delivering the original of each such document to the
applicable Servicer. The Mortgage Loan Seller shall pay any costs of assignment
or amendment of such letter of credit required (which assignment or amendment
shall change the beneficiary of the letter of credit to the Trust in care of the
applicable Servicer) in order for the applicable Servicer to draw on such letter
of credit on behalf of the Trust. In the event that the documents specified in
clause (xix) on Exhibit B are missing because the related assignment or
amendment documents have not been completed, the Mortgage Loan Seller shall take
all reasonably necessary steps to enable the applicable Servicer to draw on the
related letter of credit on behalf of the Trust including, if necessary, drawing
on the letter of credit in its own name pursuant to written instructions from
the applicable Servicer and immediately remitting such funds (or causing such
funds to be remitted) to the applicable Servicer.
Contemporaneously with the execution of this Agreement by the
Purchaser and the Mortgage Loan Seller, the Mortgage Loan Seller shall deliver a
power of attorney to each of the Servicers and the Special Servicer at the
direction of the Controlling Class Representative or its assignees, to take such
other action as is necessary to effect the delivery, assignment and/or
recordation of any documents and/or instruments relating to any Mortgage Loan
which have not been delivered, assigned or recorded at the time required for
enforcement by the Trust Fund. The Mortgage Loan Seller will be required to
effect at its expense the assignment and recordation of its Loan Documents until
the assignment and recordation of all such Loan Documents has been completed.
(d) As to each Mortgage Loan, the Mortgage Loan Seller shall be
responsible for all costs associated with the recording or filing, as the case
may be, of each assignment referred to in clauses (iii) and (v) of Exhibit B and
each UCC-2 and UCC-3 assignment of financing statement, if any, referred to in
clause (xii) of Exhibit B. If any such document or instrument is lost or
returned unrecorded or unfiled, as the case may be, because of a defect therein,
the Mortgage Loan Seller shall promptly prepare or cause the preparation of a
substitute therefor or cure or cause the curing of such defect, as the case may
be, and shall thereafter deliver the substitute or corrected document to or at
the direction of the Purchaser (or any subsequent owner of the affected Mortgage
Loan, including without limitation the Trustee) for recording or filing, as
appropriate, at the Mortgage Loan Seller's expense.
(e) Except as provided below, all documents and records in the
Mortgage Loan Seller's possession (or under its control) relating to the
Mortgage Loans that are not required to be a part of a Mortgage File in
accordance with Exhibit B but that are reasonably required to service the
Mortgage Loans (all such other documents and records, including Environmental
Reports, as to any Mortgage Loan, the "Servicing File"), together with all
escrow payments, reserve funds and other comparable funds in the possession of
the Mortgage Loan Seller (or under its control) with respect to the Mortgage
Loans, shall (unless they are held by a sub-servicer that shall, as of the
Closing Date, begin acting on behalf of the applicable Servicer pursuant to a
written agreement between such parties) be delivered by the Mortgage Loan Seller
(or its agent) to the Purchaser (or its designee) no later than the Closing
Date; provided, however, the Mortgage Loan Seller shall not be required to
deliver, and the Servicing File shall not be deemed to include drafts of Loan
Documents, attorney-client or internal communications of the Mortgage Loan
Seller or its affiliates or Mortgage Loan Seller's credit underwriting or due
diligence analyses or related data (as distinguished from Environmental Reports,
financial statements, credit reports, title reports, structural and engineering
reports, appraisals and other reports, analyses or data provided by the
Borrowers or third parties other than the Mortgage Loan Seller's attorneys). If
a sub-servicer shall, as of the Closing Date, begin acting on behalf of the
applicable Servicer with respect to any Mortgage Loan pursuant to a written
agreement between such parties, the Mortgage Loan Seller or its agent shall
deliver a copy of the related Servicing File to the applicable Servicer.
(f) Each of the Mortgage Loan Seller's and the Purchaser's records
will reflect the transfer of the Mortgage Loans to the Purchaser as a sale,
including for accounting purposes. Following the transfer of the Mortgage Loans
to the Purchaser, the Mortgage Loan Seller will not take any action inconsistent
with the ownership of the Mortgage Loans by the Purchaser or its assignees.
(g) Furthermore, it is the express intent of the parties hereto that
the conveyance of the Mortgage Loans by Mortgage Loan Seller to Purchaser as
provided in this Agreement be, and be construed as, a sale of the Mortgage Loans
by Mortgage Loan Seller to Purchaser and not a pledge of the Mortgage Loans by
Mortgage Loan Seller to Purchaser to secure a debt or other obligation of
Mortgage Loan Seller.
(h) It is further acknowledged and agreed by the Mortgage Loan
Seller that the Purchaser intends to convey all right, title and interest of the
Purchaser in and to the Mortgage Loans and all rights and remedies under this
Agreement (excluding the Purchaser's rights and remedies under Section 9 below
and the Indemnification Agreement dated as of April 26, 2007, among the Mortgage
Loan Seller, the Depositor and the Underwriters (the "Barclays Indemnification
Agreement")) to the Trustee on behalf of the Certificateholders, including,
without limitation, all rights and remedies as may be available under Section 6
to the Purchaser in the event of a material Breach or a material Defect;
provided, that the Trustee on behalf of the Certificateholders shall be a
third-party beneficiary of this Agreement and shall be entitled to enforce any
obligations of the Mortgage Loan Seller hereunder in connection with a material
Breach or a material Defect as if the Trustee on behalf of the
Certificateholders had been an original party to this Agreement.
SECTION 3. Examination of Mortgage Loan Files and Due Diligence
Review.
The Mortgage Loan Seller shall reasonably cooperate with any
examination of the Mortgage Files and Servicing Files that may be undertaken by
or on behalf of the Purchaser. The fact that the Purchaser has conducted or has
failed to conduct any partial or complete examination of the Mortgage Files
and/or Servicing Files shall not affect the Purchaser's right to pursue any
remedy available in equity or at law under Section 6 for a breach of the
Mortgage Loan Seller's representations, warranties and covenants set forth in or
contemplated by Section 4.
SECTION 4. Representations, Warranties and Covenants of the Mortgage
Loan Seller.
(a) The Mortgage Loan Seller hereby makes, as of the date hereof (or
as of such other date specifically provided in the particular representation or
warranty), to and for the benefit of the Purchaser, the Trustee on behalf of the
Certificateholders and the respective successors-in-interest of the Purchaser
and the Trustee (in each case, subject to the limitations on assignment
described in Section 17 hereof), each of the representations and warranties set
forth in Exhibit C subject to the exceptions set forth in Schedule C-1 to
Exhibit C.
(b) In addition, the Mortgage Loan Seller, as of the date hereof,
hereby represents and warrants to, and covenants with, the Purchaser that:
(i) The Mortgage Loan Seller is a corporation, duly organized,
validly existing and in good standing under the laws of the State of
Delaware, and is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan and to perform its obligations under
this Agreement.
(ii) The execution and delivery of this Agreement by the Mortgage
Loan Seller, and the performance of, and compliance with, the terms of
this Agreement by the Mortgage Loan Seller, do not violate the Mortgage
Loan Seller's organizational documents or 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 agreement or
other instrument to which it is a party or which is applicable to it or
any of its assets, in each case which materially and adversely affects the
ability of the Mortgage Loan Seller to carry out the transactions
contemplated by this Agreement.
(iii) The Mortgage Loan Seller has the full power and authority to
enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding
obligation of the Mortgage Loan Seller, enforceable against the Mortgage
Loan Seller in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors' rights generally, (B) general
principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law, and (C) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this
Agreement that purport to provide indemnification or contribution for
securities laws liabilities.
(v) The Mortgage Loan Seller is not in violation of, and its
execution and delivery of this Agreement and its performance of, and
compliance with, the terms of this Agreement do not constitute a violation
of, any law, any judgment, order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in the Mortgage Loan Seller's good
faith and reasonable judgment, is likely to affect materially and
adversely either the ability of the Mortgage Loan Seller to perform its
obligations under this Agreement or the financial condition of the
Mortgage Loan Seller.
(vi) No litigation is pending or, to the best of the Mortgage Loan
Seller's knowledge, threatened against the Mortgage Loan Seller the
outcome of which, in the Mortgage Loan Seller's good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the
Mortgage Loan Seller to perform its obligations under this Agreement or
the financial condition of the Mortgage Loan Seller.
(vii) The Mortgage Loan Seller has not dealt with any broker,
investment banker, agent or other person, other than the Purchaser, the
Underwriters, the Initial Purchasers, and their respective affiliates,
that may be entitled to any commission or compensation in connection with
the sale of the Mortgage Loans or the consummation of any of the other
transactions contemplated hereby.
(viii) Insofar as it relates to the Mortgage Loans, the information
set forth in Annex A-1 and Annex A-2 to the Prospectus Supplement (as
defined in the Barclays Indemnification Agreement) (the "Loan Detail")
and, to the extent consistent therewith, the information set forth on the
diskette attached to the Prospectus Supplement and the accompanying
prospectus (the "Diskette"), is true and correct in all material respects.
Insofar as it relates to the description of the Mortgage Loans and/or the
Mortgage Loan Seller and is not the result of an error by the Depositor or
any Underwriter in the manipulation of, or calculations based upon, or any
aggregation of (other than an aggregation made by the Mortgage Loan
Seller) information contained in the Loan Detail, the information set
forth in Time of Sale Information (as defined in the Barclays
Indemnification Agreement), the Memorandum (as defined in the Barclays
Indemnification Agreement) (insofar as the Prospectus Supplement is an
exhibit thereto) and in the Prospectus Supplement under the headings
"Summary of Terms -- Relevant Parties and Dates --Sponsors," "-- Mortgage
Loan Sellers," "--Originators," "Summary of Terms -- The Mortgage Pool,"
"Risk Factors," "The Sponsors and Mortgage Loan Sellers" and "Description
of the Mortgage Pool" and the information set forth on Annex A-1 and Annex
A-2 and Annex B to the Prospectus Supplement, and to the extent it
contains information consistent with that on such Annex A-1 and Annex A-2
set forth on the Diskette, does not (or, in the case of (i) any Time of
Sale Information, when read together with all other Time of Sale
Information, and (ii) the Time of Sale Information, did not as of the Time
of Sale (as defined in the Barclays Indemnification Agreement) contain any
untrue statement of a material fact or (in the case of the Memorandum,
when read together with the other information specified therein as being
available for review by investors) omit to state any material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.
(ix) No consent, approval, authorization or order of, registration
or filing with, or notice to, any governmental authority or court is
required, under federal or state law (including, with respect to any bulk
sale laws), for the execution, delivery and performance of, or compliance
by, the Mortgage Loan Seller with this Agreement, or the consummation by
the Mortgage Loan Seller of any transaction contemplated hereby, other
than (1) the filing or recording of financing statements, instruments of
assignment and other similar documents necessary in connection with the
Mortgage Loan Seller's sale of the Mortgage Loans to the Purchaser, (2)
such consents, approvals, authorizations, qualifications, registrations,
filings or notices as have been obtained, made or given and (3) where the
lack of such consent, approval, authorization, qualification,
registration, filing or notice would not have a material adverse effect on
the performance by the Mortgage Loan Seller under this Agreement.
(c) Upon discovery by any of the Mortgage Loan Seller or the parties
to the Pooling and Servicing Agreement of a breach of any of the
representations and warranties made pursuant to and set forth in
subsection (b) above which materially and adversely affects the interests
of the Purchaser or a breach of any of the representations and warranties
made pursuant to subsection (a) above and set forth in Exhibit C which
materially and adversely affects the value of any Mortgage Loan, the value
of the related Mortgaged Property or the interests therein of the
Purchaser, the Trustee on behalf of the Certificateholders or any
Certificateholder, the party discovering such breach shall give prompt
written notice to the Mortgage Loan Seller and/or the other parties, as
applicable.
SECTION 5. Representations, Warranties and Covenants of the
Purchaser.
(a) The Purchaser, as of the date hereof, hereby represents and
warrants to, and covenants with, the Mortgage Loan Seller that:
(i) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of State of Delaware.
(ii) The execution and delivery of this Agreement by the Purchaser,
and the performance of, and compliance with, the terms of this Agreement
by the Purchaser, do not violate the Purchaser's organizational documents
or 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 agreement or other instrument to which it is a party or which
is applicable to it or any of its assets.
(iii) The Purchaser has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Mortgage Loan Seller, constitutes a valid, legal and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws
affecting the enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law.
(v) The Purchaser is not in violation of, and its execution and
delivery of this Agreement and its performance of, and compliance with,
the terms of this Agreement will not constitute a violation of, any law,
any judgment, order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in the Purchaser's good faith and
reasonable judgment, is likely to affect materially and adversely either
the ability of the Purchaser to perform its obligations under this
Agreement or the financial condition of the Purchaser.
(vi) No litigation is pending or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit the
Purchaser from entering into this Agreement or, in the Purchaser's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Purchaser.
(vii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Mortgage Loan Seller, the
Underwriters, the Initial Purchasers and their respective affiliates, that
may be entitled to any commission or compensation in connection with the
sale of the Mortgage Loans or the consummation of any of the transactions
contemplated hereby.
(viii) No consent, approval, authorization or order of, registration
or filing with, or notice to, any governmental authority or court is
required, under federal or state law, for the Purchaser's execution,
delivery and performance of or compliance by the Purchaser with this
Agreement, or the consummation by the Purchaser of any transaction
contemplated hereby, other than (1) such consents, approvals,
authorizations, qualifications, registrations, filings or notices as have
been obtained, made or given and (2) where the lack of such consent,
approval, authorization, qualification, registration, filing or notice
would not have a material adverse effect on the performance by the
Purchaser under this Agreement.
(b) Upon discovery by any of the parties hereto of a breach of any
of the representations and warranties set forth above which materially and
adversely affects the interests of the Mortgage Loan Seller, the party
discovering such breach shall give prompt written notice to the other party
hereto.
SECTION 6. Repurchases; Substitutions.
(a) If any of the Servicers, the Special Servicer or the Trustee
discovers or receives notice of a defect in any Mortgage File (a "Defect") or a
breach of any representation or warranty set forth in, or required to be made
with respect to a Mortgage Loan by the Mortgage Loan Seller pursuant to, the
related Mortgage Loan Purchase Agreement (a "Breach"), which Defect or Breach,
as the case may be, (which notice shall be in addition to any Trustee Exception
Report) affects the value of any Mortgage Loan or the interests of any
Certificateholders therein, the Servicers, the Special Servicer or the Trustee,
as applicable, shall give prompt written notice of such Defect or Breach, as the
case may be, (which notice shall be in addition to any Trustee Exception Report)
to the Depositor, each Rating Agency, the Servicers, the Special Servicer, the
Mortgage Loan Seller, the Trustee, the Directing Certificateholder, the holder
of any Serviced Companion Loan and the applicable Servicer or the Special
Servicer (in the case of Specially Serviced Mortgage Loans) shall request that
the Mortgage Loan Seller, not later than the earlier of 90 days from the
Mortgage Loan Seller's receipt of such notice or the Mortgage Loan Seller's
discovery of such Breach, (i) cure such Defect or Breach, as the case may be, in
all material respects, (ii) repurchase the affected Mortgage Loan at the
applicable Purchase Price or in conformity with the applicable Mortgage Loan
Purchase Agreement or (iii) substitute a Qualified Substitute Mortgage Loan for
such affected Mortgage Loan (provided that in no event shall any such
substitution occur later than the second anniversary of the Closing Date) and
pay the applicable Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount in connection therewith; provided, however, that
if such Breach and Defect is capable of being cured but not within such 90-day
period, and the Mortgage Loan Seller has commenced and is diligently proceeding
with the cure of such Breach or Defect within such 90-day period, the Mortgage
Loan Seller shall have an additional 90 days to complete such cure (or, failing
such cure, to repurchase the related Mortgage Loan or substitute a Qualified
Substitute Mortgage Loan) and provided, further, that with respect to such
additional 90-day period, the Mortgage Loan Seller shall have delivered an
Officer's Certificate to the Rating Agencies, the applicable Servicer, the
Special Servicer and the Trustee setting forth the reason such Breach or Defect
is not capable of being cured within the initial 90-day period and what actions
the Mortgage Loan Seller is pursuing in connection with the cure thereof and
stating that the Mortgage Loan Seller anticipates that such Breach or Defect
will be cured within the additional 90-day period. Notwithstanding the
foregoing, any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code,
without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) which
causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be
deemed to materially and adversely affect the interest of Certificateholders
therein, and such Mortgage Loan shall be repurchased no later than the earlier
of 90 days from the Mortgage Loan Seller's receipt of a notice of such Defect or
Breach or the Mortgage Loan Seller's discovery of such Breach or Defect. If the
affected Mortgage Loan is to be repurchased, the funds in the amount of the
Purchase Price are to be deposited by wire transfer in the Certificate Account.
Notwithstanding the foregoing, if a Mortgage Loan is not secured by a hotel,
restaurant (operated by the Mortgagor), healthcare facility, nursing home,
assisted living facility, self-storage facility, theatre (as sole collateral),
mobile home park or fitness center (operated by the Mortgagor) property, then
the failure to deliver to the Trustee copies of the UCC Financing Statements
with respect to such Mortgage Loan shall not be a material Defect or material
Breach.
If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Mortgage Loan Seller as
contemplated by this Section 6, then, prior to the subject repurchase, the
Mortgage Loan Seller or its designee, as the case may be, shall use its
reasonable efforts, subject to the terms of the related Mortgage Loan(s), to
prepare and, to the extent necessary and appropriate, have executed by the
related Mortgagor and record, such documentation as may be necessary to
terminate the cross-collateralization between the Mortgage Loan(s) in such
Cross-Collateralized Group that are to be repurchased, on the one hand, and the
remaining Mortgage Loan(s) 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;
provided that no such termination shall be effected unless and until the
Directing Certificateholder, if one is then acting, has consented in its sole
discretion and the Trustee has received from the Mortgage Loan Seller, as the
case may be, (i) an Opinion of Counsel to the effect that such termination would
not cause an Adverse REMIC Event to occur and (ii) written confirmation from
each Rating Agency that such termination will not result in a downgrade,
qualification or withdrawal of the then-current rating of the Certificates or
any Serviced Companion Loan Securities that are currently being rated by such
Rating Agency; and provided, further, that the Mortgage Loan Seller, in the case
of the related Mortgage Loans, may, at its option and within 30 days, purchase
the entire subject Cross-Collateralized Group in lieu of effecting a termination
of the cross-collateralization. All costs and expenses incurred by the Trustee
or any Person acting on its behalf pursuant to this paragraph shall be included
in the calculation of the Purchase Price for the Mortgage Loan(s) to be
repurchased. If the cross-collateralization of any Cross-Collateralized Group
cannot be terminated as contemplated by this paragraph, then, for purposes of
(i) determining the materiality of any Breach or Defect, as the case may be, and
(ii) the application of remedies, such Breach or Defect shall be treated as a
Breach or Defect as to each Mortgage Loan in the Cross-Collateralized Group and
such Cross-Collateralized Group shall be treated as a single Mortgage Loan.
Solely for the purpose of complying with the REMIC Provisions, the Mortgagors of
any Cross-Collateralized Group are intended third-party beneficiaries of a
release of cross-collateralization that is permitted by the provisions of this
paragraph, and the provisions of this paragraph may not be amended without the
consent of all such Mortgagors, provided, however, that such Mortgagors shall
not be third-party beneficiaries of any other provision of this Agreement and
shall have no rights with respect to this Agreement except as set forth in this
paragraph. In addition, the foregoing paragraph shall not impose any additional
obligations on the Servicers or the Special Servicer with respect to any
Mortgagors.
(b) In connection with any repurchase of a Mortgage Loan
contemplated by this Section 6, the Trustee, the Servicers (with respect to any
such Mortgage Loan other than a Specially Serviced Mortgage Loan) and the
Special Servicer (with respect to any such Mortgage Loan that is a Specially
Serviced Mortgage Loan) shall each tender to the Mortgage Loan Seller, upon
delivery (i) to each of the Servicers or the Special Servicer, as applicable, of
a trust receipt and (ii) to the Trustee by the Servicers or the Special
Servicer, as applicable, of a Request for Release and an acknowledgement by such
Servicer or Special Servicer, as applicable, of its receipt of the Purchase
Price executed by the Mortgage Loan Seller, all portions of the Mortgage File
and other documents pertaining to such Mortgage Loan possessed by it, and each
document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed or assigned in the form of endorsement
or assignment provided to the Trustee by the Mortgage Loan Seller, as the case
may be, to the Mortgage Loan Seller in the same manner as provided in this
Section 6; provided, however, that the applicable Servicer or Special Servicer,
as applicable, shall use reasonable efforts to cooperate in furnishing necessary
information to the Mortgage Loan Seller in connection with such Mortgage Loan
Seller's preparation of such endorsement or assignment.
(c) This Section 6 provides the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Defect in a Mortgage File or any Breach of any representation or
warranty set forth in or required to be made pursuant to this Section 6.
(d) The Special Servicer shall, for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests, the Class A-MFL Regular Interest and the Class A-JFL Regular
Interest), enforce the obligations of the Mortgage Loan Seller under this
Section 6. Such enforcement, including, without limitation, the legal
prosecution of claims, shall be carried out in accordance with the Servicing
Standard.
SECTION 7. Closing.
The closing of the purchase and 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:
(i) All of the representations and warranties of the Mortgage Loan
Seller and the Purchaser specified herein shall be true and correct as of
the Closing Date, and the Aggregate Cut-off Date Balance shall be within
the range permitted by Section 1 of this Agreement;
(ii) All documents specified in Section 8 (the "Closing Documents"),
in such forms as are agreed upon and acceptable to the Purchaser and, in
the case of the Pooling and Servicing Agreement (insofar as such Agreement
affects the obligations of the Mortgage Loan Seller hereunder) and other
documents to be delivered by or on behalf of the Purchaser, to the
Mortgage Loan Seller, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof;
(iii) The Mortgage Loan Seller shall have delivered and released to
the Trustee, the Purchaser or the Purchaser's designee, as the case may
be, all documents and funds required to be so delivered on or before the
Closing Date pursuant to Section 2;
(iv) The result of any examination of the Mortgage Files and
Servicing Files performed by or on behalf of the Purchaser pursuant to
Section 3 shall be satisfactory to the Purchaser in its reasonable
determination;
(v) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with,
and the Mortgage Loan 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;
(vi) The Mortgage Loan Seller shall have received the Mortgage Loan
Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to
pay all fees, costs and expenses payable by it to the Purchaser pursuant
to this Agreement; and
(vii) 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 8. Closing Documents.
The Closing Documents shall consist of the following:
(a) This Agreement and a xxxx of sale duly executed and delivered by
the Purchaser and the Mortgage Loan Seller;
(b) An Officer's Certificate substantially in the form of Exhibit D
hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan
Seller, and dated the Closing Date, and upon which the Purchaser, the Initial
Purchasers and each Underwriter may rely, attaching thereto as exhibits the
certificate of incorporation and the By-Laws of the Mortgage Loan Seller;
(c) A certificate of good standing regarding the Mortgage Loan
Seller from the Secretary of State for the State of Delaware, dated not earlier
than 30 days prior to the Closing Date;
(d) Written opinions of counsel (which may include opinions of
in-house counsel, outside counsel or a combination thereof) for the Mortgage
Loan Seller, in form reasonably acceptable to counsel for the Purchaser and
subject to such reasonable assumptions and qualifications as may be requested by
counsel for the Mortgage Loan Seller and acceptable to counsel for the
Purchaser, dated the Closing Date and addressed to the Purchaser, the Initial
Purchasers and each Underwriter;
(e) Any other opinions of counsel for the Mortgage Loan Seller
reasonably requested by the Rating Agencies in connection with the issuance of
the Certificates, each of which shall include the Purchaser, the Initial
Purchasers and each Underwriter as an addressee; and
(f) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 9. Costs.
The Mortgage Loan Seller shall pay (or shall reimburse the Purchaser
to the extent that the Purchaser has paid) (a) the fees and expenses of counsel
to the Mortgage Loan Seller, (b) the expenses of filing or recording UCC
assignments of financing statements, assignments of Mortgage and Reassignments
of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans
as contemplated by Article 2 of the Pooling and Servicing Agreement and (c) on
the Closing Date, the Mortgage Loan Seller's pro rata portion of the aggregate
of the following amounts (the Mortgage Loan Seller's pro rata portion to be
determined according to the percentage that the aggregate principal balance of
the Mortgage Loans as of the Cut-off Date represents of the aggregate principal
balance of the Mortgage Loans and the Other Mortgage Loans as of the Cut-off
Date): (i) the costs and expenses of printing (or otherwise reproducing) and
delivering a preliminary and final Prospectus relating to the Certificates; (ii)
the up front fees, costs, and expenses of the Trustee (including reasonable
attorneys' fees) incurred in connection with the Trustee entering into and
performing certain of its obligations under the Pooling and Servicing Agreement;
(iii) the filing fee charged by the Securities and Exchange Commission for
registration of the Certificates so registered; (iv) the fees charged by the
Rating Agencies to rate the Certificates so rated; (v) the fees and expenses of
counsel to the Underwriters; (vi) the fees and expenses of counsel to the
Purchaser; (vii) the fees and expenses of counsel to the applicable Servicer;
(viii) the cost of obtaining a "comfort letter" from a firm of certified public
accountants selected by the Purchaser and the Mortgage Loan Seller with respect
to numerical information in respect of the Mortgage Loans and the Other Mortgage
Loans included in the Prospectus; and (ix) other miscellaneous costs and
expenses agreed upon by the parties hereto. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expense.
SECTION 10. Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if (a) personally delivered,
(b) mailed by registered or certified mail, postage prepaid and received by the
addressee, (c) sent by overnight mail or courier service and received by the
addressee or (d) transmitted by facsimile (or any other type of electronic
transmission agreed upon by the parties) and confirmed by a writing delivered by
any of the means described in (a), (b) or (c), if (i) to the Purchaser,
addressed c/o General Electric Capital Corporation, 000 Xxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxx, Managing Director, facsimile
no. (000) 000-0000, with a copy to Xxxxx Xxxxxxxxxx, facsimile no. (972)
728-7650 and with a copy to Xxxxxxxx X. XxXxxx, Esq., General Electric capital
Corporation, 000 Xxxx Xxxxx Xx., Xxxxxxxx, Xxxxxxxxxxx 00000, facsimile no.
(000) 000-0000 (or such other address or facsimile number as may hereafter be
furnished in writing by the Purchaser); and if (ii) to the Mortgage Loan Seller,
addressed c/o Barclays Capital Real Estate Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, facsimile no. (000) 000-0000, with a
copy to Xxx Xxxxxxxx, Esq. and Xxxxx Xxxxxxxx, Esq. at the same address (or such
other address or facsimile number as may hereafter be furnished in writing by
the Mortgage Loan Seller).
SECTION 11. Notice of Exchange Act Reportable Events.
The Mortgage Loan Seller hereby agrees to deliver to the Purchaser
and the Trustee any disclosure information relating to any event, specifically
relating to the Mortgage Loan Seller, reasonably determined in good faith by the
Purchaser as required to be reported on Form 8-K, Form 10-D or Form 10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion in such form),
insofar as such disclosure is required under Items 1117 and 1119 of Regulation
AB and Item 1.03 to Form 8-K. The Mortgage Loan Seller shall use reasonable
efforts to deliver proposed disclosure language relating to any event,
specifically relating to the Mortgage Loan Seller, described under Items 1117
and 1119 of Regulation AB and Item 1.03 to Form 8-K to the Trustee and the
Purchaser as soon as reasonably practicable after the Mortgage Loan Seller
becomes aware of such event and in no event more than two business days
following the occurrence of such event if such event is reportable under Item
1.03 to Form 8-K. The obligation of the Mortgage Loan Seller to provide the
above referenced disclosure materials will terminate upon notice or other
written confirmation from the Purchaser or the Trustee that the Trustee has
filed a Form 15 with respect to the Trust Fund as to that fiscal year in
accordance with Section 10.10(a) of the Pooling and Servicing Agreement or the
reporting requirements with respect to the Trust under the Securities Exchange
Act of 1934 have otherwise automatically suspended. The Mortgage Loan Seller
hereby acknowledges that the information to be provided by it pursuant to this
Section will be used in the preparation of reports meeting the reporting
requirements of the Trust under Section 13(a) and/or Section 15(d) of the
Securities Exchange Act of 1934, as amended.
SECTION 12. 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 Mortgage Loan Seller submitted pursuant hereto, shall remain
operative and in full force and effect and shall survive delivery of the
Mortgage Loans by the Mortgage Loan Seller to the Purchaser or its designee.
SECTION 13. 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 14. Counterparts.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
SECTION 15. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES EXCEPT THAT THE PARTIES HERETO INTEND THAT THE PROVISIONS OF
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.
SECTION 16. Further Assurances.
The Mortgage Loan 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 17. Successors and Assigns.
The rights and obligations of the Mortgage Loan Seller under this
Agreement shall not be assigned by the Mortgage Loan Seller without the prior
written consent of the Purchaser, except that any person into which the Mortgage
Loan Seller may be merged or consolidated, or any corporation or other entity
resulting from any merger, conversion or consolidation to which the Mortgage
Loan Seller is a party, or any person succeeding to all or substantially all of
the business of the Mortgage Loan Seller, shall be the successor to the Mortgage
Loan Seller hereunder. The Purchaser has the right to assign its interest under
this Agreement, in whole or in part (excluding the Purchaser's rights and
remedies under Section 6 and the Barclays Indemnification Agreement), to the
Trustee, for the benefit of the Certificateholders, as may be required to effect
the purposes of the Pooling and Servicing Agreement and, upon such assignment,
the Trustee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser, provided that the Trustee shall have no
right to further assign such rights to any other Person. Subject to the
foregoing, this Agreement shall bind and inure to the benefit of and be
enforceable by the Mortgage Loan Seller and the Purchaser, and their permitted
successors and permitted assigns.
SECTION 18. Amendments.
No term or provision of this Agreement may be amended, waived,
modified or in any way altered, unless such amendment, waiver, modification or
alteration is in writing and signed by a duly authorized officer of the party
against whom such amendment, waiver, modification or alteration is sought to be
enforced.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the Mortgage Loan 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.
GE COMMERCIAL MORTGAGE CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
---------------------------------------
Title: Authorized Signatory
--------------------------------------
BARCLAYS CAPITAL REAL ESTATE INC.
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
---------------------------------------
Title: Vice President
--------------------------------------
EXHIBIT A
MORTGAGE LOAN SCHEDULE
GE Commercial Mortgage Corporation (the "Depositor") has filed a registration
statement (including a prospectus) (SEC File no. 333- 130174) with the SEC for
the new offering to which this free writing prospectus relates. Before you
invest, you should read the prospectus in that registration statement and other
documents the Depositor has filed with the SEC for more complete information
about the Depositor, the issuing entity, and this offering. You may get these
documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx.
Alternatively, the Depositor, any underwriter, or any dealer participating in
the offering will arrange to send you the prospectus if you request it by
calling 1-800-294-1322 or by email to the following address:
xx.xxxxxxxxxx_xxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx.
This free writing prospectus does not contain all information that is required
to be included in a prospectus required to be filed as part of a registration
statement. This free writing prospectus is not an offer to sell or a
solicitation of an offer to buy these securities in any state where such offer,
solicitation or sale is not permitted.
The information in this free writing prospectus, if conveyed prior to the time
of your contractual commitment to purchase any of the Certificates, supersedes
any conflicting information contained in any prior similar materials relating to
the Certificates. The information in this free writing prospectus may be amended
or supplemented. This free writing prospectus is being delivered to you solely
to provide you with information about the offering of the Certificates referred
to in this free writing prospectus and to solicit an offer to purchase the
Certificates, when, as and if issued. Any such offer to purchase made by you
will not constitute a contractual commitment by you to purchase or give rise to
an obligation by the underwriters to sell any of the Certificates, until the
underwriters have accepted your offer to purchase Certificates; any "indications
of interest" expressed by you, and any "soft circles" generated by us, will not
create binding contractual obligations for you or us.
You are advised that the terms of the Certificates, and the characteristics of
the mortgage loan pool backing them, may change (due, among other things, to the
possibility that mortgage loans that comprise the pool may become delinquent or
defaulted or may be removed or replaced and that similar or different mortgage
loans may be added to the pool, and that one or more classes of Certificates may
be split, combined or eliminated), at any time prior to the time sales to
purchasers of the Certificates will first be made. You are advised that
Certificates may not be issued that have the characteristics described in these
materials. The underwriter's obligation to sell such Certificates to you is
conditioned on the mortgage loans and Certificates having the characteristics
described in these materials. If a material change does occur with respect to
such Certificates, our contract will terminate, by its terms, without any
further obligation or liability between us (an "Automatic Termination"). If an
Automatic Termination does occur, the underwriter will notify you, and neither
the issuer nor any underwriter will have any obligation to you to deliver all or
any portion of the Certificates which you have committed to purchase, and none
of the issuer nor any underwriter will be liable for any costs or damages
whatsoever arising from or related to such non-delivery.
This free writing prospectus was prepared on the basis of certain assumptions
(including, in certain cases, assumptions specified by the recipient hereof)
regarding the pool assets and structure, including payments, interest rates,
weighted average lives and weighted average loan age, loss, spreads, market
availability and other matters. The actual amount, rate or timing of payments on
any of the underlying assets may be different, and sometimes materially
different than anticipated, and therefore the pricing, payment or yield
information regarding the Certificates may be different from the information
provided herein. There can be no assurance that actual pricing will be completed
at the indicated value(s). In addition, pricing of the Certificates may vary
significantly from the information contained in this free writing prospectus as
a result of various factors, including, without limitation, prevailing credit
spreads, market positioning, financing costs, hedging costs and risk and use of
capital and profit. The pricing estimates contained herein may vary during the
course of any particular day and from day to day. You should consult with your
own accounting or other advisors as to the a of the information in this free
writing prospectus for your purposes.
IRS CIRCULAR 230 NOTICE
THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT
BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES.
THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED BY THE UNDERWRITERS IN
CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS
ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
GE COMMERCIAL MORTGAGE CORPORATION, SERIES 0000-X0
XXXXX X-0 - XXXXXXX CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
PROPERTIES
% of % of Applicable
Initial Pool Loan Group Loan Group
Loan No. Property Name (1) Balance One or Two Balance
-------- ------------------------------------ ------------ ---------- ---------------
1 000 Xxxxx Xxxxxx 6.30% 1 8.58%
16 National Envelope 1.42% 1 1.94%
16.1 0000 X Xxxxxxxxx Xxx 0.24% 1 0.33%
16.2 00 Xxxxxxx Xxxx 0.22% 1 0.30%
16.3 00 Xxxxxxxx Xxxxxxxxxx Xxxx 0.21% 1 0.29%
16.4 000 Xxxxxxxxx Xxxx 0.17% 1 0.23%
16.5 000 Xxxxxxxxx Xxxxxx 0.17% 1 0.23%
16.6 0000 Xxxxxx Xxxxxx 0.15% 1 0.21%
16.7 00000 Xxxx 000xx Xxxxxx 0.12% 1 0.17%
16.8 000 Xxx Xxxx Xxxx 0.07% 1 0.10%
16.9 000 Xxxxxx Xxxxxxxxxx Xxxx 0.06% 1 0.09%
00 Xxxxxxx Xxxxxxxxxxxx Xxxxxxxxx Hotel 0.66% 1 0.90%
30 Oakridge Apartments 0.59% 2 2.21%
Rollup Springhill Suites Chicago Portfolio 0.57% 1 0.78%
00 Xxxxxxxxxx Xxxxxx - Xxxx Xxxxx 0.30% 1 0.41%
34 Springhill Suites - Elmhurst 0.27% 1 0.37%
35 5200 Alameda 0.56% 1 0.76%
36 Orchard Heights 0.54% 2 2.03%
43 Westchester Portfolio 0.42% 2 1.60%
43.1 Westchester Village 0.20% 2 0.74%
00.0 Xxxxxxxxxxx Xxxxxx 0.16% 2 0.61%
43.3 Washington Manor 0.07% 2 0.25%
47 Arbor Station 0.41% 2 1.56%
48 MWD Bolingbrook Industrial 0.41% 1 0.55%
49 Columbia Hotel Portfolio 0.41% 1 0.55%
49.1 Residence Inn Columbia 0.24% 1 0.33%
00.0 Xxxxxxxxx Xxxxxxxx 0.17% 1 0.23%
Rollup New Trier Crossed Loans Rollup 0.39% 1 0.53%
50 New Trier Indianapolis 0.15% 1 0.21%
00 Xxx Xxxxx Xxxxxxxxxxx 0.14% 1 0.19%
52 New Trier Gurnee 0.10% 1 0.14%
56 Raytheon Building 0.37% 1 0.50%
66 River Park Apartments 0.32% 2 1.21%
70 Stratford Village Apartments 0.30% 2 1.14%
74 Harbour Run Apartments 0.28% 2 1.06%
75 Holiday Inn Vail Apex 0.28% 1 0.38%
00 Xxxxxxxx Xxxxx Medical Office 0.27% 1 0.36%
81 Thurms Estates MHP 0.26% 2 0.99%
84 Holiday Inn-Bordeaux 0.25% 1 0.34%
86 Barloworld Distribution 0.25% 1 0.34%
93 Tecnofarma 0.23% 1 0.31%
105 Ohio MHP Portfolio 0.19% 2 0.73%
105.1 Arrowhead Lake 0.10% 2 0.36%
105.2 Swanton Xxxxxxx 0.04% 2 0.16%
105.3 Sylvania Estates 0.04% 2 0.13%
105.4 Grand Rapids 0.02% 2 0.07%
000 Xxxxxxxx Xxxxxxxxxx 0.18% 2 0.69%
125 Holiday Inn Hotel & Suites Xxxxxx 0.15% 1 0.21%
000 Xxxxx Xxxxx Xxxxxxxxxx Xxxxx II 0.13% 2 0.49%
144 Indiana MHP Portfolio 0.12% 2 0.46%
144.1 Berkshire Pointe 0.05% 2 0.18%
144.2 Beechwood Pointe 0.04% 2 0.15%
144.3 Xxxxxxx Pointe 0.04% 2 0.14%
150 0000 Xxxxxx Xxxxxxxxx 0.12% 1 0.16%
156 Best Western Ellensburg 0.11% 1 0.15%
000 Xxxxxxxx Xxxxxxx 0.11% 2 0.41%
164 Rite Aid - 302 Xxxx Xxxx 0.11% 1 0.14%
165 Best Buy Stevens Point Wisconsin 0.10% 1 0.14%
168 Best Western - Astoria 0.10% 1 0.14%
174 00000 Xxxxxxxx Xxxxxx 0.09% 1 0.13%
000 Xxxxxxx Xxxxxxx Apartments 0.09% 2 0.33%
181 The Atrium Offices 0.08% 1 0.11%
184 Northern Tool Building 0.08% 1 0.10%
000 000 Xxxxxx Xxxxxxx Xxxxxxx 0.04% 1 0.06%
Mortgage Cut-Off General
# of Loan Original Date Property
Loan No. Properties Seller (2) Balance ($) Balance ($) (3) Type
-------- ---------- ---------- ----------- --------------- --------------------
1 1 BCRE 249,000,000 249,000,000 Office
16 9 BCRE 56,250,000 56,250,000 Industrial
16.1 1 BCRE 9,623,425 9,623,425 Industrial
16.2 1 BCRE 8,827,502 8,827,502 Industrial
16.3 1 BCRE 8,321,006 8,321,006 Industrial
16.4 1 BCRE 6,620,626 6,620,626 Industrial
16.5 1 BCRE 6,577,213 6,577,213 Industrial
16.6 1 BCRE 6,077,952 6,077,952 Industrial
16.7 1 BCRE 4,847,890 4,847,890 Industrial
16.8 1 BCRE 2,785,728 2,785,728 Industrial
16.9 1 BCRE 2,568,658 2,568,658 Industrial
28 1 BCRE 26,000,000 26,000,000 Hotel
30 1 BCRE 23,250,000 23,250,000 Multifamily
Rollup 2 BCRE 22,500,000 22,500,000 Hotel
33 1 BCRE 11,840,000 11,840,000 Hotel
34 1 BCRE 10,660,000 10,660,000 Hotel
35 1 BCRE 22,000,000 22,000,000 Industrial
36 1 BCRE 21,400,000 21,400,000 Multifamily
43 3 BCRE 16,800,000 16,800,000 Multifamily
43.1 1 BCRE 7,736,000 7,736,000 Multifamily
43.2 1 BCRE 6,384,000 6,384,000 Multifamily
43.3 1 BCRE 2,680,000 2,680,000 Multifamily
47 1 BCRE 16,400,000 16,400,000 Multifamily
48 1 BCRE 16,100,000 16,100,000 Industrial
49 2 BCRE 16,050,000 16,050,000 Hotel
49.1 1 BCRE 9,475,000 9,475,000 Hotel
49.2 1 BCRE 6,575,000 6,575,000 Hotel
Rollup 3 BCRE 15,484,621 15,484,621 Industrial
50 1 BCRE 6,036,705 6,036,705 Industrial
51 1 BCRE 5,372,916 5,372,916 Industrial
52 1 BCRE 4,075,000 4,075,000 Industrial
56 1 BCRE 14,500,000 14,500,000 Office
66 1 BCRE 12,700,000 12,700,000 Multifamily
70 1 BCRE 12,000,000 12,000,000 Multifamily
74 1 BCRE 11,200,000 11,200,000 Multifamily
75 1 BCRE 11,000,000 10,970,069 Hotel
78 1 BCRE 10,550,000 10,550,000 Office
81 1 BCRE 10,400,000 10,400,000 Manufactured Housing
84 1 BCRE 9,950,000 9,907,072 Hotel
86 1 BCRE 9,820,000 9,820,000 Industrial
93 1 BCRE 9,100,000 9,075,495 Industrial
105 4 BCRE 7,636,000 7,636,000 Manufactured Housing
105.1 1 BCRE 3,837,263 3,837,263 Manufactured Housing
105.2 1 BCRE 1,695,177 1,695,177 Manufactured Housing
105.3 1 BCRE 1,413,931 1,413,931 Manufactured Housing
105.4 1 BCRE 689,629 689,629 Manufactured Housing
110 1 BCRE 7,300,000 7,300,000 Multifamily
125 1 BCRE 6,000,000 5,987,183 Hotel
138 1 BCRE 5,200,000 5,184,568 Multifamily
144 3 BCRE 4,875,000 4,855,367 Manufactured Housing
144.1 1 BCRE 1,893,415 1,885,790 Manufactured Housing
144.2 1 BCRE 1,545,201 1,538,978 Manufactured Housing
144.3 1 BCRE 1,436,384 1,430,599 Manufactured Housing
150 1 BCRE 4,600,000 4,584,380 Retail
156 1 BCRE 4,350,000 4,331,470 Hotel
157 1 BCRE 4,300,000 4,300,000 Multifamily
164 1 BCRE 4,171,488 4,171,488 Retail
165 1 BCRE 4,125,000 4,106,689 Retail
168 1 BCRE 4,000,000 3,989,266 Hotel
174 1 BCRE 3,691,200 3,691,200 Retail
179 1 BCRE 3,480,000 3,480,000 Multifamily
181 1 BCRE 3,300,000 3,300,000 Office
184 1 BCRE 3,000,000 3,000,000 Retail
201 1 BCRE 1,600,000 1,600,000 Retail
Detailed Interest Original
Property Interest Administrative Accrual Term to Maturity
Loan No. Type Rate Cost Rate Basis or APD (mos.)
-------- ----------------------- -------- -------------- ---------- ----------------
1 CBD 6.3530% 0.02053% Actual/360 120
16 Industrial/Warehouse 5.8525% 0.03053% Actual/360 120
16.1 Industrial/Warehouse
16.2 Industrial/Warehouse
16.3 Industrial/Warehouse
16.4 Industrial/Warehouse
16.5 Industrial/Warehouse
16.6 Industrial/Warehouse
16.7 Industrial/Warehouse
16.8 Industrial/Warehouse
16.9 Industrial/Warehouse
28 Full Service 6.0600% 0.03053% Actual/360 60
30 Conventional 5.5500% 0.03053% Actual/360 120
Rollup Limited Service 6.1500% 0.03053% Actual/360 60
33 Limited Service 6.1500% 0.03053% Actual/360 60
34 Limited Service 6.1500% 0.03053% Actual/360 60
35 Warehouse 5.7100% 0.03053% Actual/360 120
36 Conventional 6.0300% 0.03053% Actual/360 60
43 Conventional 5.6700% 0.03053% Actual/360 120
43.1 Conventional
43.2 Conventional
43.3 Conventional
47 Conventional 5.5700% 0.03053% Actual/360 60
48 Warehouse 5.9800% 0.03053% Actual/360 120
49 Various 5.9500% 0.03053% Actual/360 120
49.1 Extended Stay
49.2 Full Service
Rollup Various 5.8690% 0.03053% Actual/360 120
50 Office/Industrial 5.8690% 0.03053% Actual/360 120
51 Manufacturing 5.8690% 0.03053% Actual/360 120
52 Office/Warehouse 5.8690% 0.03053% Actual/360 120
56 Suburban 5.6100% 0.03053% Actual/360 120
66 Conventional 5.6600% 0.03053% Actual/360 120
70 Conventional 5.5700% 0.03053% Actual/360 60
74 Conventional 6.1400% 0.03053% Actual/360 120
75 Full Service 6.0100% 0.03053% Actual/360 84
78 Medical Office 5.6400% 0.03053% Actual/360 120
81 Manufactured Housing 6.7300% 0.03053% Actual/360 60
84 Full Service 6.3300% 0.03053% Actual/360 120
86 Office/Industrial 5.8800% 0.03053% 30/360 120
93 Manufacturing/Warehouse 6.0700% 0.03053% Actual/360 120
105 Manufactured Housing 6.4700% 0.03053% Actual/360 60
105.1 Manufactured Housing
105.2 Manufactured Housing
105.3 Manufactured Housing
105.4 Manufactured Housing
110 Conventional 5.6600% 0.03053% Actual/360 120
125 Full Service 6.1100% 0.03053% Actual/360 120
138 Conventional 5.7900% 0.03053% Actual/360 120
144 Manufactured Housing 5.9800% 0.03053% Actual/360 120
144.1 Manufactured Housing
144.2 Manufactured Housing
144.3 Manufactured Housing
150 Unanchored 5.6000% 0.03053% Actual/360 120
156 Limited Service 6.4200% 0.03053% Actual/360 120
157 Conventional 5.7500% 0.03053% Actual/360 120
164 Anchored 5.9600% 0.03053% Actual/360 120
165 Anchored 5.4630% 0.03053% Actual/360 120
168 Limited Service 6.0900% 0.03053% Actual/360 120
174 Anchored 5.8600% 0.03053% Actual/360 120
179 Conventional 6.1000% 0.03053% Actual/360 60
181 Suburban 5.7300% 0.03053% Actual/360 120
184 Anchored 5.9960% 0.03053% Actual/360 120
201 Anchored 6.2800% 0.03053% Actual/360 120
Stated Remaining Original Remaining First Maturity Annual
Term to Maturity Amortization Amortization Payment Date Debt
Loan No. or APD (mos.) Term (mos.) Term (mos.) Date or APD Service ($) (4)
-------- ---------------- ------------ ------------ -------- --------- ---------------
1 117 0 0 3/5/2007 2/5/2017 16,038,677.92
16 116 360 360 2/5/2007 1/5/2017 3,983,178.58
16.1
16.2
16.3
16.4
16.5
16.6
16.7
16.8
16.9
28 56 360 360 2/1/2007 1/1/2012 1,882,650.03
30 117 360 360 3/1/2007 2/1/2017 1,592,894.81
Rollup 56 360 360 2/1/2007 1/1/2012 1,644,915.96
33 56 360 360 2/1/2007 1/1/2012 865,591.37
34 56 360 360 2/1/2007 1/1/2012 779,324.66
35 117 360 360 3/1/2007 2/1/2017 1,533,936.00
36 57 0 0 3/1/2007 2/1/2012 1,308,342.50
43 116 360 360 2/1/2007 1/1/2017 1,166,257.43
43.1
43.2
43.3
47 57 0 0 3/1/2007 2/1/2012 926,167.22
48 117 360 360 3/1/2007 2/1/2017 1,155,848.54
49 117 360 360 3/1/2007 2/1/2017 1,148,550.29
49.1
49.2
Rollup 118 360 360 4/1/2007 3/1/2017 1,098,456.13
50 118 360 360 4/1/2007 3/1/2017 428,234.93
51 118 360 360 4/1/2007 3/1/2017 381,146.72
52 118 360 360 4/1/2007 3/1/2017 289,074.48
56 116 0 0 2/1/2007 1/1/2017 824,747.92
66 117 0 0 3/1/2007 2/1/2017 728,803.61
70 57 0 0 3/1/2007 2/1/2012 677,683.33
74 117 360 360 3/1/2007 2/1/2017 817,932.71
75 82 300 298 4/1/2007 3/1/2014 851,284.92
78 116 0 0 2/1/2007 1/1/2017 603,284.17
81 57 360 360 3/1/2007 2/1/2012 807,791.97
84 117 300 297 3/1/2007 2/1/2017 793,560.04
86 117 0 0 3/1/2007 2/1/2017 577,416.00
93 118 300 298 4/1/2007 3/1/2017 708,257.15
105 55 360 360 1/1/2007 12/1/2011 577,369.90
105.1
105.2
105.3
105.4
110 116 360 360 2/1/2007 1/1/2017 506,212.45
125 119 240 239 5/1/2007 4/1/2017 520,409.86
138 116 420 416 2/1/2007 1/1/2017 347,042.22
144 116 360 356 2/1/2007 1/1/2017 349,985.20
144.1
144.2
144.3
150 117 360 357 3/1/2007 2/1/2017 316,896.00
156 117 300 297 3/1/2007 2/1/2017 349,853.17
157 115 360 360 1/1/2007 12/1/2016 301,123.59
164 117 360 360 3/1/2007 2/1/2017 298,836.03
165 116 360 356 2/1/2007 1/1/2017 279,907.52
168 118 300 298 4/1/2007 3/1/2017 311,910.77
174 115 360 360 1/1/2007 12/1/2016 261,594.00
179 56 360 360 2/1/2007 1/1/2012 253,063.42
181 116 360 360 2/1/2007 1/1/2017 230,591.97
184 116 360 360 2/1/2007 1/1/2017 215,745.62
201 118 360 360 4/1/2007 3/1/2017 118,592.58
Monthly Remaining
Debt Interest Only APD
Loan No. Service ($) (4) Period (mos.) Lockbox (5) (Yes/No)
-------- --------------- ------------- ------------------------------- --------
1 1,336,556.49 117 Hard No
16 331,931.55 20 Hard No
16.1
16.2
16.3
16.4
16.5
16.6
16.7
16.8
16.9
28 156,887.50 20 Hard No
30 132,741.23 57 No No
Rollup 137,076.33 8 Hard No
33 72,132.61 8 Hard No
34 64,943.72 8 Hard No
35 127,828.00 33 Hard No
36 109,028.54 57 No No
43 97,188.12 56 No No
43.1
43.2
43.3
47 77,180.60 57 No No
48 96,320.71 57 No No
49 95,712.52 33 Hard No
49.1
49.2
Rollup 91,538.01 46 No No
50 35,686.24 46 No No
51 31,762.23 46 No No
52 24,089.54 46 No No
56 68,728.99 116 Springing Hard No
66 60,733.63 117 No No
70 56,473.61 57 No No
74 68,161.06 33 None at Closing, Springing Soft No
75 70,940.41 0 Springing Hard No
78 50,273.68 116 Soft at Closing, Springing Hard No
81 67,316.00 21 Springing Hard No
84 66,130.00 0 Springing Hard No
86 48,118.00 117 Hard No
93 59,021.43 0 Hard No
105 48,114.16 19 Springing Hard No
105.1
105.2
105.3
105.4
110 42,184.37 32 No No
125 43,367.49 0 Hard No
138 28,920.18 0 Soft No
144 29,165.43 0 Springing Hard No
144.1
144.2
144.3
150 26,408.00 0 Springing Hard No
156 29,154.43 0 Springing Hard No
157 25,093.63 55 No No
164 24,903.00 9 Springing Hard No
165 23,325.63 36 Hard No
168 25,992.56 0 Springing Hard No
174 21,799.50 55 Springing Hard No
179 21,088.62 20 Springing Hard No
181 19,216.00 56 No No
184 17,978.80 56 Springing Hard No
201 9,882.71 34 Hard No
Crossed
With Related Grace Payment Appraised
Loan No. Other Loans Borrower DSCR (4) (6) (7) (8) Period Date Value ($) (9)
-------- -------------------- -------------- -------------------- ------ ------- -------------
1 No No 1.46 0 5 2,000,000,000
16 No No 1.41 0 5 77,740,000
16.1 13,300,000
16.2 12,200,000
16.3 11,500,000
16.4 9,150,000
16.5 9,090,000
16.6 8,400,000
16.7 6,700,000
16.8 3,850,000
16.9 3,550,000
28 No No 1.16 5 1 35,800,000
30 No No 1.14 5 1 30,600,000
Rollup Yes - GECMC 2007-1 A GECMC 2007-1 G 1.35 5 1 28,300,000
33 Yes - GECMC 2007-1 A GECMC 2007-1 G 1.35 5 1 14,800,000
34 Yes - GECMC 2007-1 A GECMC 2007-1 G 1.35 5 1 13,500,000
35 No No 1.21 5 1 27,500,000
36 No No 1.35 5 1 31,400,000
43 No No 1.23 5 1 21,370,000
43.1 9,840,000
43.2 8,120,000
43.3 3,410,000
47 No GECMC 2007-1 D 1.46 5 1 22,100,000
48 No No 1.22 5 1 22,000,000
49 No No 1.21 5 1 25,000,000
49.1 15,700,000
49.2 9,300,000
Rollup Yes - GECMC 2007-1 B GECMC 2007-1 L 1.23 5 1 20,740,000
50 Yes - GECMC 2007-1 B GECMC 2007-1 L 1.23 5 1 8,760,000
51 Yes - GECMC 2007-1 B GECMC 2007-1 L 1.23 5 1 6,800,000
52 Yes - GECMC 2007-1 B GECMC 2007-1 L 1.23 5 1 5,180,000
56 No No 1.47 5 1 19,100,000
66 No No 1.32 5 1 15,900,000
70 No GECMC 2007-1 D 1.41 5 1 15,000,000
74 No GECMC 2007-1 M 1.20 5 1 14,060,000
75 No No 1.59 5 1 20,000,000
78 No No 1.54 5 1 13,300,000
81 No No 1.50 5 1 14,300,000
84 No No 1.77 5 1 12,950,000
86 No No 1.37 5 1 12,275,000
93 No No 1.44 5 1 13,600,000
105 No No 1.13 5 1 9,910,000
105.1 4,980,000
105.2 2,200,000
105.3 1,835,000
105.4 895,000
110 No No 1.21 5 1 9,275,000
125 No No 1.56 5 1 9,275,000
138 No No 1.22 5 1 7,645,000
144 No No 1.32 5 1 6,720,000
144.1 2,610,000
144.2 2,130,000
144.3 1,980,000
150 No No 1.23 5 1 6,200,000
156 No GECMC 2007-1 S 1.75 5 1 6,120,000
157 No No 1.24 5 1 5,450,000
164 No No 1.34 5 1 5,600,000
165 No No 1.22 5 1 5,800,000
168 No GECMC 2007-1 S 1.60 5 1 5,900,000
174 No No 1.22 5 1 4,710,000
179 No GECMC 2007-1 M 1.32 5 1 4,350,000
181 No No 1.20 5 1 4,730,000
184 No No 1.17 5 1 4,100,000
201 No No 1.30 5 1 2,500,000
Cut-Off LTV
Date LTV Ratio at
Loan No. Ratio (7) Maturity/APD (7) Address City
-------- --------- ---------------- -------------------------------- ------------------
1 60.75% 60.75% 000 Xxxxx Xxxxxx Xxx Xxxx
16 72.36% 63.90% Various Various
16.1 0000 Xxxx Xxxxxxxxx Xxxxxx Grand Chute
16.2 00 Xxxxxxx Xxxx Xxxxxxxxx
16.3 00 Xxxxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxx
16.4 000 Xxxxxxxxx Xxxxxxxxx Xxxxx
16.5 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx
16.6 0000 Xxxxxx Xxxxxx Xxx Xxxxx Xxxxxxx
16.7 00000 Xxxx 000xx Xxxxxx Xxxxxx
16.8 000 Xxx Xxxx Xxxx Xxxxxxxxx
16.9 000 Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxx
28 72.63% 70.01% 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxxxx
30 75.98% 70.65% 000 Xxxxx Xxxxxxxx Xxxx Xxxxxx
Rollup 79.51% 75.65% Various Various
33 79.51% 75.65% 00 Xxxxx Xxxxxxxx Xxxx Xxxx Xxxxx
34 79.51% 75.65% 000 Xxxx Xxxx Xxxxxx Elmhurst
35 80.00% 71.87% 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx
36 68.15% 68.15% 000 Xxxxx Xxxxxx Xxxxxx Rialto
43 78.61% 73.22% Various Various
43.1 0000 Xxxxxx Xxxxxx Des Moines
43.2 0000 Xxxxxxxx Xxxxx Xxx Xxxxxx
43.3 0000 Xxxxxxxx Xxxxxx Xxxx Xxx Xxxxxx
47 74.21% 74.21% 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxxx
48 73.18% 68.45% 380 & 000 Xxxxxxxxxxxxx Xxxxx Xxxxxxxxxxx
49 64.20% 57.95% Various Columbia
49.1 0000 XxXxxxx Xxxx Xxxxxxxx
49.2 000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxx
Rollup 74.66% 68.56% Various Various
50 74.66% 68.56% 0000/00 Xxxxxxxxx Xxxxxx Xxxxxxxxxxxx
51 74.66% 68.56% 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxxxx
52 74.66% 68.56% 0000 Xxxx Xxxx Xxxxxx
56 75.92% 75.92% 0000 Xxxx Xxxxx Xxxxxxx Plano
66 79.87% 79.87% 0000 Xxxxx Xxxx Xxxxx Xxxx Xxxxx
70 80.00% 80.00% 0000 Xxxxxx Xxxx Xxxx Xxxxxxxxxx
74 79.66% 72.17% 0000 Xxxxxx Xxxxxxx Mentor-on-the-Lake
75 54.85% 47.15% 0000 Xxxxx Xxxxxxxx Xxxx Vail
78 79.32% 79.32% 0000 Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxxx
81 72.73% 70.44% 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxx
84 76.50% 60.15% 0000 Xxxx Xxxxx Xxxxxxxxxxxx
86 80.00% 80.00% 000 Xxxx Xxxxxxxxxxxx Xxxxxxxxx Xxxxxxxxx
93 66.73% 51.96% 701 & 000 Xxxxxx Xxxxxx Xxxx Xxxxxxx
000 77.05% 74.50% Various Various
105.1 2170 South Berkey Sourthern Road Swanton
105.2 00000 Xxxxxxx Xxxx 4 Swanton
105.3 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxx
105.4 00000 Xxxxxxxxxx Xxxx Xxxxx Xxxxxx
110 78.71% 70.64% 000 Xxxxx XxXxxx Xxxxxxx Xxx Xxxxxx
125 64.55% 42.61% 000 Xxx Xxxxx Pooler
138 67.82% 60.64% 0000 Xxxxxx Xxxxx Xxxxxxxxxxxx
144 72.25% 61.49% Various Various
144.1 0000 Xxxxxxxxx Xxxxx Xxx Xxxxxxxxx
144.2 0000 Xxxx Xxxx Xxxx Xxxxxx
144.3 0000 Xxxxxxxxx Xxxx Xxxxxxxxxx
150 73.94% 62.16% 0000-0000 Xxxxxx Xxxxxxxxx Xxxxxx
156 70.78% 55.80% 000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxxx
000 78.90% 73.57% 0000 Xxxxxxxxxx Xxx Xxxxxxxx
000 74.49% 64.57% 000 Xxxx Xxxx Xxxxxx Xxxx
000 70.80% 63.59% 0000 Xxxxxxx Xxxxxx Plover
168 67.61% 52.68% 000 Xxxxxxx Xxxxxx Xxxxxxx
000 78.37% 73.19% 00000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx
179 80.00% 77.14% 00000 Xxxxxxxx Xxxxx Xxxxx Xxxx
181 69.77% 65.03% 00000 Xxxxxxxx Xxxxx Xxxxxx Xxxxx
184 73.17% 68.45% 000 Xxxx Xxxx Xxxx Xxxxxxx
000 64.00% 58.15% 000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx
Net Rentable Units
Year Year Area Sq. Ft/Units/ of
Loan No. County State Zip Code Built Renovated Beds/Pads/Keys (10) (11) Measure
-------- -------------- ------- -------- ------- --------- ------------------------ -------
1 Xxx Xxxx XX 00000 1957 1999 1,454,110 Sq. Ft.
16 Various Various Various Various Various 1,707,097 Sq. Ft.
16.1 Xxxxxxxxx XX 00000 1965 1990 315,000 Sq. Ft.
16.2 Xxxxxxxxxxxx XX 00000 1959 1989 407,000 Sq. Ft.
16.3 Xxxxxxx XX 00000 1981 1996 238,360 Sq. Ft.
16.4 Xxxxxxx XX 00000 1999 127,160 Sq. Ft.
16.5 Xxxxxxxxx XX 00000 1971 1979 126,490 Sq. Ft.
16.6 Xxxx XX 00000 1963 1989 128,490 Sq. Ft.
16.7 Xxxxxxx XX 00000 1985 1992 178,198 Sq. Ft.
16.8 Xxxxxxxx XX 00000 1965 1989 89,915 Sq. Ft.
16.9 Xxxxxx XX 00000 1965 1989 96,484 Sq. Ft.
28 Xxxxx XX 00000 1980 2006 000 Xxxx
00 Xxxxxxxx XX 00000 1982 2000 472 Units
Rollup DuPage IL Various Various 2004 000 Xxxx
00 XxXxxx XX 00000 2000 2004 000 Xxxx
00 XxXxxx XX 00000 1999 2004 000 Xxxx
00 Xxx Xxxxxxx XX 00000 1989 1996 125,643 Sq. Ft.
36 Xxx Xxxxxxxxxx XX 00000 1989 2006 347 Units
43 Polk IA Various Xxxxxxx Xxxxxxx 000 Xxxxx
00.0 Xxxx XX 00000 1978 1999 334 Xxxxx
00.0 Xxxx XX 00000 1986 168 Xxxxx
00.0 Xxxx XX 00000 1985 2005 72 Xxxxx
00 Xxxxxxxxxx XX 00000 1988 1992 288 Xxxxx
00 Xxxx XX 00000 2005 352,700 Sq. Ft.
49 Richland SC Various Various Various 000 Xxxx
00.0 Xxxxxxxx XX 00000 2005 000 Xxxx
00.0 Xxxxxxxx XX 00000 1998 2005 90 Keys
Rollup Various Various Various Various Various 482,418 Sq. Ft.
50 Marion IN 46203 1980 2003 206,272 Sq. Ft.
51 Xxxx CA 93313 1980 232,396 Sq. Ft.
52 Lake IL 60031 1998 43,750 Sq. Ft.
56 Xxxxxx XX 00000 2001 2006 136,210 Sq. Ft.
66 Xxxxxxx XX 00000 1984 280 Xxxxx
00 Xxxxxxxxxx XX 00000 1986 2006 000 Xxxxx
00 Xxxx XX 00000 1988 2001 280 Xxxxx
00 Xxxxxx XX 00000 1978 2004 000 Xxxx
00 Xxxx XX 00000 2002 51,641 Sq. Ft.
81 Xxxxxxx XX 00000 1965 1990 000 Xxxx
00 Xxxxxxxxxx XX 00000 1974 2006 000 Xxxx
00 Xxxxxxxxxxx XX 00000 2006 111,436 Sq. Ft.
93 Larimer CO 80526 1993 2005 65,019 Sq. Ft.
105 Various OH Various Various Various 541 Pads
105.1 Xxxxx OH 43558 1950 1985 247 Pads
105.2 Xxxxxx XX 00000 1970 2001 136 Pads
105.3 Xxxxx XX 00000 1967 92 Pads
105.4 Xxxx XX 00000 1976 66 Pads
000 Xxx Xxxxxx XX 00000 1971 2006 000 Xxxxx
000 Xxxxxxx XX 00000 2005 000 Xxxx
000 Xxxxxx XX 00000 2004 96 Units
144 Various IN Various Various Various 350 Pads
144.1 Xxxxxxxx IN 47161 1985 2005 115 Pads
144.2 Xxxxx IN 47102 1990 120 Pads
144.3 Xxxxx IN 47170 1998 2001 000 Xxxx
000 Xxx Xxxxxxx XX 00000 1996 2005 14,700 Sq. Ft.
000 Xxxxxxxx XX 00000 2002 00 Xxxx
000 Xxxxxx XX 00000 1943 1994 000 Xxxxx
000 Xxxxx XX 00000 2006 14,564 Sq. Ft.
165 Portage WI 54467 2005 30,038 Sq. Ft.
168 Clatsop OR 97103 1989 2007 00 Xxxx
000 Xxxxxx XX 00000 1990 1997 20,086 Sq. Ft.
179 Xxxxxxxx XX 00000 1962 2006 000 Xxxxx
000 Xxx Xxxxxxx XX 00000 2005 20,331 Sq. Ft.
184 Orange FL 32809 2006 25,000 Sq. Ft.
000 Xxxxxxxxxxxx XX 00000 2001 2,963 Sq. Ft.
Loan per Net Prepayment
Rentable Area Provisions
Loan No. Sq. Ft./Units ($) (10) (# of payments) Loan No.
-------- ---------------------- ---------------------------- --------
1 836 L(27),D(86),O(7) 1
16 33 L(28),D(89),O(3) 16
16.1 31 16.1
16.2 22 16.2
16.3 35 16.3
16.4 52 16.4
16.5 52 16.5
16.6 47 16.6
16.7 27 16.7
16.8 31 16.8
16.9 27 16.9
28 80,745 L(28),D(30),O(2) 28
30 49,258 L(27),YM1(89),O(4) 30
Rollup 87,891 L(28),D(29),O(3) Rollup
33 87,891 L(28),D(29),O(3) 33
34 87,891 L(28),D(29),O(3) 34
35 175 L(27),D(89),O(4) 35
36 61,671 L(36),YM1(11),O(13) 36
43 29,268 L(28),D(20),DorYM1(70),O(2) 43
43.1 23,162 43.1
43.2 38,000 43.2
43.3 37,222 43.3
47 56,944 L(27),D(31),O(2) 47
48 46 L(27),D(88),O(5) 48
49 79,064 L(27),D(91),O(2) 49
49.1 83,850 49.1
49.2 73,056 49.2
Rollup 32 YM1(26),DorYM1(92),O(2) Rollup
50 32 YM1(26),DorYM1(92),O(2) 50
51 32 YM1(26),DorYM1(92),O(2) 51
52 32 YM1(26),DorYM1(92),O(2) 52
56 106 L(28),D(90),O(2) 56
66 45,357 L(27),D(89),O(4) 66
70 53,571 L(27),D(31),O(2) 70
74 40,000 L(27),D(91),O(2) 74
75 106,506 L(26),D(48),O(10) 75
78 204 L(28),D(88),O(4) 78
81 31,902 L(27),D(8),O(25) 81
84 34,281 L(27),D(90),O(3) 84
86 88 L(23),YM1(4),DorYM1(89),O(4) 86
93 140 L(26),D(87),O(7) 93
105 14,115 L(29),D(12),O(19) 105
105.1 15,535 105.1
105.2 12,465 105.2
105.3 15,369 105.3
105.4 10,449 105.4
110 56,589 L(28),D(90),O(2) 110
125 58,698 L(25),D(93),O(2) 125
138 54,006 L(28),D(90),O(2) 138
144 13,872 L(28),D(90),O(2) 144
144.1 16,398 144.1
144.2 12,825 144.2
144.3 12,440 144.3
150 312 L(27),D(91),O(2) 150
156 78,754 L(27),D(91),O(2) 156
157 27,922 L(29),D(86),O(5) 157
164 286 L(27),D(91),O(2) 164
165 137 L(28),D(90),O(2) 165
168 53,190 L(26),D(92),O(2) 168
174 184 L(29),D(87),O(4) 174
179 25,588 L(28),D(27),O(5) 179
181 162 L(28),D(90),O(2) 181
184 120 L(28),D(90),O(2) 184
201 540 L(26),D(92),O(2) 201
Third Third Most Second Second Most
Most Recent Recent NOI Most Recent Recent NOI
Loan No. Property Name NOI ($) Date NOI ($) Date
-------- ------------------------------------ ----------- ---------- ----------- -----------
1 000 Xxxxx Xxxxxx
16 National Envelope
16.1 0000 X Xxxxxxxxx Xxx
16.2 00 Xxxxxxx Xxxx
16.3 00 Xxxxxxxx Xxxxxxxxxx Xxxx
16.4 000 Xxxxxxxxx Xxxx
16.5 000 Xxxxxxxxx Xxxxxx
16.6 0000 Xxxxxx Xxxxxx
16.7 00000 Xxxx 000xx Xxxxxx
16.8 000 Xxx Xxxx Xxxx
16.9 000 Xxxxxx Xxxxxxxxxx Xxxx
28 Wyndham Jacksonville Riverwalk Hotel 1,750,109 12/31/2004 2,304,607 12/31/2005
30 Oakridge Apartments 1,602,234 12/31/2004 1,626,066 12/31/2005
Rollup Springhill Suites Chicago Portfolio 1,355,762 12/31/2004 2,146,073 12/31/2005
00 Xxxxxxxxxx Xxxxxx - Xxxx Xxxxx 796,620 12/31/2004 1,055,158 12/31/2005
34 Springhill Suites - Elmhurst 559,142 12/31/2004 1,090,915 12/31/2005
35 0000 Xxxxxxx
00 Xxxxxxx Xxxxxxx 1,584,680 12/31/2004
43 Westchester Portfolio 1,451,605 12/31/2004 1,458,675 12/31/2005
43.1 Xxxxxxxxxxx Xxxxxxx
00.0 Xxxxxxxxxxx Xxxxxx
43.3 Washington Manor
47 Arbor Station 1,311,551 12/31/2004 1,385,886 12/31/2005
48 MWD Bolingbrook Industrial
49 Columbia Hotel Portfolio 874,789 12/31/2005
49.1 Residence Inn Columbia 240,854 12/31/2005
49.2 Courtyard Columbia 716,988 12/31/2004 633,935 12/31/2005
Rollup New Trier Crossed Loans Rollup
00 Xxx Xxxxx Xxxxxxxxxxxx
00 Xxx Xxxxx Bakersfield 507,669 12/31/2004
52 New Trier Gurnee
56 Raytheon Building 1,020,204 12/31/2004 982,266 12/31/2005
66 River Park Apartments 900,725 12/31/2004 947,399 12/31/2005
70 Stratford Village Apartments 869,245 12/31/2004 887,539 12/31/2005
74 Harbour Run Apartments
75 Holiday Inn Vail Apex 1,129,839 12/31/2005
00 Xxxxxxxx Xxxxx Medical Office 811,266 12/31/2004 830,211 12/31/2005
81 Thurms Estates MHP
84 Holiday Inn-Bordeaux 1,901,738 12/31/2004 966,989 12/31/2005
86 Barloworld Distribution
93 Tecnofarma
105 Ohio MHP Portfolio 842,866 12/31/2004 830,832 12/31/2005
105.1 Arrowhead Lake 385,933 12/31/2004 369,331 12/31/2005
105.2 Swanton Xxxxxxx 196,100 12/31/2004 209,795 12/31/2005
105.3 Sylvania Estates 159,542 12/31/2004 165,230 12/31/2005
105.4 Grand Rapids 101,291 12/31/2004 86,476 12/31/2005
110 Xxxxxxxx Apartments 305,080 12/31/2004 447,497 12/31/2005
125 Holiday Inn Hotel & Suites Pooler
000 Xxxxx Xxxxx Xxxxxxxxxx Xxxxx XX
000 Xxxxxxx MHP Portfolio 369,087 12/31/2004 442,414 12/31/2005
144.1 Berkshire Pointe
144.2 Beechwood Pointe
144.3 Xxxxxxx Xxxxxx
000 0000 Xxxxxx Xxxxxxxxx 417,969 12/31/2005
156 Best Western Ellensburg 636,580 12/31/2004 775,504 12/31/2005
000 Xxxxxxxx Xxxxxxx 331,430 12/31/2004 427,180 12/31/2005
164 Rite Aid - 302 Xxxx Xxxx
165 Best Buy Xxxxxxx Xxxxx Xxxxxxxxx
000 Xxxx Xxxxxxx - Xxxxxxx 538,216 12/31/2004 505,749 12/31/2005
174 00000 Xxxxxxxx Xxxxxx
000 Xxxxxxx Xxxxxxx Apartments 299,567 12/31/2005
181 The Atrium Offices
184 Northern Tool Building
201 730 Xxxxxx Xxxxxxx Highway 168,000 12/31/2004 168,000 12/31/2005
Most Recent
Most Recent NOI Underwritten Underwritten Underwritten Underwritten
Loan No. NOI ($) Date NOI ($) Revenue ($) EGI ($) Expenses ($)
-------- ----------- --------------- ------------ ------------ ------------ ------------
1 118,617,233 160,751,834 157,016,346 38,399,113
16 5,821,200 6,000,000 5,880,000 58,800
16.1
16.2
16.3
16.4
16.5
16.6
16.7
16.8
16.9
28 2,562,736 T-12 10/31/2006 2,561,445 6,028,217 9,630,248 7,068,803
30 1,759,673 12/31/2006 1,928,862 3,520,305 3,506,623 1,577,762
Rollup 2,628,046 12/31/2006 2,467,090 6,224,284 6,360,563 3,893,472
33 1,346,082 12/31/2006 1,301,902 3,205,791 3,280,570 1,978,667
34 1,281,964 12/31/2006 1,165,188 3,018,493 3,079,993 1,914,805
35 1,920,267 1,885,022 1,979,656 59,390
36 1,694,264 T-12 11/30/2006 1,830,897 3,774,290 3,437,568 1,606,671
43 1,450,898 T-12 8/31/2006 1,613,672 4,363,848 3,973,054 2,359,181
43.1
43.2
43.3
47 1,321,626 T-12 11/30/2006 1,410,435 2,285,348 2,225,407 814,972
48 1,528,641 1,617,090 2,074,864 546,223
49 1,630,037 T-12 11/30/2006 1,662,145 5,226,095 5,496,862 3,834,718
49.1 946,750 T-12 11/30/2006 973,327 2,942,938 3,061,105 2,087,778
49.2 683,287 T-12 11/30/2006 688,818 2,283,157 2,435,757 1,746,940
Rollup 1,513,467 12/31/2005 1,552,905 1,625,810 1,944,750 391,845
50 613,743 12/31/2005 676,111 662,613 923,662 247,551
51 532,161 12/31/2005 512,088 564,140 605,373 93,285
52 367,563 12/31/2005 364,706 399,057 415,715 51,009
56 1,090,628 T-12 6/30/2006 1,296,456 1,377,505 1,569,880 273,424
66 996,862 12/31/2006 1,015,997 2,229,822 2,136,636 1,120,638
70 943,965 T-12 11/30/2006 998,422 1,699,037 1,669,711 671,289
74 733,091 T-11 11/30/2006 1,050,850 2,129,399 2,000,318 949,468
75 1,593,205 12/31/2006 1,516,680 3,248,002 4,073,148 2,556,468
78 865,135 T-12 9/30/2006 1,004,941 1,114,686 1,458,044 453,103
81 1,220,965 1,986,049 1,837,095 616,130
84 2,032,920 12/31/2006 1,709,529 4,987,626 7,566,369 5,856,840
86 805,642 866,225 994,342 188,699
93 1,087,637 1,196,350 1,315,625 227,988
105 817,446 T-12 8/31/2006 678,908 1,519,044 1,386,250 707,342
105.1 412,176 T-12 8/31/2006 352,565 760,764 660,343 307,778
105.2 165,350 T-12 8/31/2006 136,205 333,000 344,400 208,195
105.3 157,854 T-12 8/31/2006 124,506 282,360 245,733 121,227
105.4 82,066 T-12 8/31/2006 65,632 142,920 135,774 70,142
110 677,454 T-12 9/30/2006 648,565 1,115,628 1,114,978 466,413
125 1,089,690 T-12 1/31/2007 925,676 2,420,024 2,789,172 1,863,496
138 324,621 T-12 11/30/2006 440,963 823,072 750,834 309,871
144 477,559 12/31/2006 479,428 735,000 625,870 146,442
144.1
144.2
144.3
150 449,448 Xxx. 9/30/2006 407,200 479,432 541,795 134,595
156 793,724 12/31/2006 672,532 1,490,569 1,500,369 827,837
157 401,078 T-12 9/30/2006 418,565 1,265,070 1,145,634 727,069
164 417,432 447,260 436,079 18,647
165 354,452 390,001 430,220 75,769
168 651,021 12/31/2006 559,545 1,403,803 1,417,318 857,773
174 338,545 367,385 349,016 10,470
179 445,892 T-12 11/30/2006 368,239 803,640 773,594 405,355
181 309,652 470,656 429,191 119,539
184 264,931 287,500 273,125 8,194
201 168,000 12/31/2006 158,886 168,000 163,800 4,914
Underwritten Underwritten Underwritten
Loan No. Reserves ($) TI/LC ($) Net Cash Flow ($) Largest Tenant SF
-------- ------------ ------------ ----------------- ----------------------------- -------
1 218,117 4,017,444 114,381,673 Citibank N.A. 365,070
16 187,781 5,633,419
16.1 National Envelope Corporation 315,000
16.2 National Envelope Corporation 407,000
16.3 National Envelope Corporation 238,360
16.4 National Envelope Corporation 127,160
16.5 National Envelope Corporation 126,490
16.6 National Envelope Corporation 128,490
16.7 National Envelope Corporation 178,198
16.8 National Envelope Corporation 89,915
16.9 National Envelope Corporation 96,484
28 385,210 2,176,235
30 118,000 1,810,862
Rollup 254,423 2,212,668
33 131,223 1,170,680
34 123,200 1,041,988
35 12,564 56,401 1,851,301 Xxxx Xxx Baking Facility 125,643
36 69,400 1,761,497
43 175,070 1,438,602
43.1
43.2
43.3
47 62,208 1,348,227
48 35,270 81,274 1,412,098 Windy City Wire Cable 110,510
49 274,843 1,387,302
49.1 153,055 820,272
49.2 121,788 567,030
Rollup 139,795 59,708 1,353,402
50 113,450 23,600 539,061 JDSU 206,272
51 23,240 24,407 464,441 Dopaco, Inc 232,396
52 3,105 11,701 349,900 Ameritech of IL 43,750
56 24,518 63,208 1,208,730 Raytheon 136,210
66 56,000 959,997
70 45,248 953,174
74 70,000 980,850
75 162,926 1,353,754
78 10,328 63,457 931,156 Northwest Hospital, LLC 39,271
81 13,040 1,207,925
84 302,655 1,406,874
86 16,715 788,927 Barloworld 111,436
93 22,106 47,393 1,018,138 Tolmar, Inc. 65,019
105 27,050 651,858
105.1 12,350 340,215
105.2 6,800 129,405
105.3 4,600 119,906
105.4 3,300 62,332
110 35,475 613,090
125 111,567 814,110
138 19,200 421,763
144 17,500 461,928
144.1
144.2
144.3
150 2,205 13,833 391,162 Kosher Bazar 4,000
156 60,015 612,517
157 43,736 374,829
164 2,185 13,677 401,570 Rite Aid 14,564
165 3,004 10,378 341,070 Best Buy 30,038
168 60,023 499,522
174 5,022 15,065 318,459 La-Z-Boy 20,086
179 34,000 334,239
181 4,066 28,614 276,972 Xxxxxx & Mackenzie 6,854
184 2,500 10,068 252,364 Northern Tool 25,000
201 444 4,841 153,601 7-Eleven 2,963
Lease Lease
Loan No. Expiration 2nd Largest Tenant SF Expiration
-------- ---------- ------------------------------ ------- ----------
1 8/31/2014 Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx 239,464 3/31/2010
16
16.1 12/31/2026
16.2 12/31/2026
16.3 12/31/2026
16.4 12/31/2026
16.5 12/31/2026
16.6 12/31/2026
16.7 12/31/2026
16.8 12/31/2026
16.9 12/31/2026
28
30
Rollup
33
34
35 3/31/2013
36
43
43.1
43.2
43.3
47
48 6/30/2014 GalCal, Inc 85,767 1/31/2010
49
49.1
49.2
Rollup
50 10/31/2014
51 3/26/2013
52 3/11/2013
56 9/30/2016
66
70
74
75
78 12/31/2016 Orange Grove Pediatrics 4,584 1/31/2011
81
84
86 10/18/2021
93 12/31/2026
105
105.1
105.2
105.3
105.4
110
125
138
144
144.1
144.2
144.3
150 2/28/2013 Xxxx in the Box 3,600 9/30/2023
156
157
164 1/31/2027
165 1/31/2016
168
174 2/5/2016
179
181 7/31/2011 Xxxxx Xxxxxxxxxxx Financial 2,458 8/31/2009
184 10/31/2021
201 7/31/2021
Upfront
Lease Occupancy Occupancy Replacement
Loan No. 3rd Largest Tenant SF Expiration Rate (12) (13) As-of Date Reserves ($)
-------- --------------------------- ------- ---------- -------------- ---------- ------------
1 Fulbright & Xxxxxxxx L.L.P. 139,177 12/31/2016 98.3% 1/11/2007
16 100.0% 4/1/2007
16.1 100.0% 4/1/2007
16.2 100.0% 4/1/2007
16.3 100.0% 4/1/2007
16.4 100.0% 4/1/2007
16.5 100.0% 4/1/2007
16.6 100.0% 4/1/2007
16.7 100.0% 4/1/2007
16.8 100.0% 4/1/2007
16.9 100.0% 4/1/2007
28 59.2% 10/31/2006
30 93.6% 1/15/2007
Rollup 72.3% 12/31/2006
33 75.6% 12/31/2006
34 69.0% 12/31/2006
35 100.0% 4/1/2007
36 91.4% 11/15/2006
43 85.9% 1/1/2007 144,050
43.1 84.1% 1/1/2007
43.2 85.7% 1/1/2007
43.3 94.4% 1/1/2007
47 97.6% 11/30/2006 124,416
48 Lansing Building Products 19,117 4/30/2011 76.1% 2/12/2007
49 68.3% 11/30/2006
49.1 63.0% 11/30/2006
49.2 75.0% 11/30/2006
Rollup 100.0% 4/1/2007
50 100.0% 4/1/2007
51 100.0% 4/1/2007
52 100.0% 4/1/2007
56 100.0% 4/1/2007 49,000
66 93.9% 11/16/2006 4,667
70 95.1% 11/30/2006 90,504
74 81.4% 12/26/2006
75 60.8% 12/31/2006
78 Foothill Urology 3,429 1/31/2011 96.7% 12/21/2006
81 97.4% 2/1/2007
84 77.3% 12/31/2006
86 100.0% 4/1/2007
93 100.0% 4/1/2007
105 88.9% 10/31/2006
105.1 88.7% 10/31/2006
105.2 83.8% 10/31/2006
105.3 92.4% 10/31/2006
105.4 95.5% 10/31/2006
110 93.8% 11/30/2006
125 77.6% 1/31/2007
138 91.7% 12/1/2006
144 69.1% 11/28/2006 33,300
144.1 91.3% 11/28/2006
144.2 49.2% 11/28/2006
144.3 67.8% 11/28/2006
150 Arby's 2,500 12/31/2015 100.0% 2/8/2007
156 82.1% 12/31/2006
157 94.2% 10/24/2006 220,568
164 100.0% 4/1/2007
165 100.0% 4/1/2007
168 49.5% 12/31/2006
174 100.0% 4/1/2007
179 96.3% 12/16/2006
181 Premier Wholesale Loans 2,216 8/31/2009 91.2% 10/21/2006
184 100.0% 4/1/2007
201 100.0% 4/1/2007
Monthly Upfront
Replacement Upfront Monthly Monthly Tax Monthly Insurance Engineering
Loan No. Reserves ($) TI/LC ($) TI/LC ($) Escrow ($) Escrow ($) Reserve ($)
-------- ------------ ----------- --------- ----------- ----------------- -----------
1 19,370 100,000,000 1,800,000
16 61,788
16.1
16.2
16.3
16.4
16.5
16.6
16.7
16.8
16.9
28 30,739 15,551 16,125
30 9,834 13,002 6,605 11,150
Rollup 20,619 17,031 3,324
33 10,685 8,248 1,837
34 9,934 8,783 1,488
35 1,047
36 5,783 6,004 5,422
43 14,590 77,515 6,340 391,545
43.1
43.2
43.3
47 9,112 4,735 38,875
48 2,939 5,878 27,928 713
49 21,863 10,536 10,978
49.1
49.2
Rollup 1,917 7,667
50 805 3,220
51 901 3,603 4,740
52 211 843 3,324
56
66 4,667 27,428
70 6,000 3,975 93,125
74 5,833 29,359 3,955 53,438
75 10,183 8,313 3,187 6,750
78 861 18,400
81 1,087 29,313 2,667
84 25,138 12,780 7,208 1,250
86
93
105 2,255 17,517 1,712 105,438
105.1
105.2
105.3
105.4
110 2,956 4,509 3,293 12,938
125 6,918 5,834 2,998
138 1,600 8,509 2,270
144 1,069 2,894 1,708 1,250
144.1
144.2
144.3
150 184 1,153 4,250 692
156 5,001 2,221 792
157 3,645 10,727 81,188
164 182 478
165 4,597
168 4,997 4,033 2,882
174
179 2,833 8,559 2,176 18,438
181 338 100,000 3,246 1,319
184
201 37
Other
Loan No. Reserves ($) Description Other Reserves
-------- ------------ -------------------------------------------------------------------------
1
16 34,375 Environmental Reserve
16.1
16.2
16.3
16.4
16.5
16.6
16.7
16.8
16.9
28
30
Rollup 1,024,498 PIP Phase II
33 512,249 PIP Phase II
34 512,249 PIP Phase II
35
36
43 2,092
43.1 Ground Rent (Monthly)
43.2
43.3
47
48 162,082
49 310,943 Windy City Cable Rent Abatement Reserve
49.1 PIP Escrow Reserve
49.2 49.2
Rollup
50
51
52
56
66
70
74
75 319,232
78 564,674
81 62,500 Seasonal Debt Service Reserve
84 1,936,515
86 Hospital Parcel Tax Escrow ($155,000), Improvements Tax Escrow ($409,674)
93 Environmental Reserve
105 PIP Holdback
105.1 105.1
105.2
105.3
105.4
110
125
138
144
144.1
144.2
144.3
150 50,000
156
157
164
165 Initial Starbucks Reserve
168 25,993
174
179
181
184 Debt Service
201
Environmental
Letter of Report Engineering Appraisal
Loan No. Credit Date Report Date As-of Date
-------- ---------------- ------------- ----------- ----------
1 1/2/2007 1/30/2007 3/1/2007
16 12/26/2006 Various Various
16.1 12/26/2006 1/12/2007 12/4/2006
16.2 12/26/2006 12/26/2006 12/6/2006
16.3 12/26/2006 1/12/2007 11/28/2006
16.4 12/26/2006 12/8/2006 12/1/2006
16.5 12/26/2006 1/12/2007 11/28/2006
16.6 12/26/2006 1/12/2007 12/4/2006
16.7 12/26/2006 1/12/2007 11/29/2006
16.8 12/26/2006 12/22/2006 12/4/2006
16.9 12/26/2006 1/12/2007 12/4/2006
28 11/27/2006 11/27/2006 11/1/2006
30 12/13/2006 12/13/2006 12/5/2006
Rollup Various 5/9/2006 3/1/2007
33 6/28/2006 5/9/2006 3/1/2007
34 6/15/2006 5/9/2006 3/1/2007
35 9/25/2006 9/23/2006 12/8/2006
36 11/8/2006 11/9/2006 10/23/2006
43 Yes ($251,000) 11/8/2006 11/7/2006 10/4/2006
43.1 11/8/2006 11/7/2006 10/4/2006
43.2 11/8/2006 11/7/2006 10/4/2006
43.3 11/8/2006 11/7/2006 10/4/2006
47 1/11/2007 1/11/2007 11/30/2006
48 Yes ($616,000) 1/23/2007 11/13/2006 6/1/2007
49 12/6/2006 12/7/2006 11/22/2006
49.1 12/6/2006 12/7/2006 11/22/2006
49.2 12/6/2006 12/7/2006 11/22/2006
Rollup Yes ($1,000,000) Various Various Various
50 1/30/2007 12/13/2006 12/1/2006
51 1/30/2007 12/12/2006 12/4/2006
52 1/31/2007 12/13/2006 12/8/2006
56 12/27/2006 12/11/2006 12/6/2006
66 1/19/2007 1/19/2007 1/4/2007
70 1/11/2007 1/11/2007 11/30/2006
74 1/12/2007 11/14/2006 10/26/2006
75 11/17/2006 11/21/2006 11/3/2006
78 11/16/2006 11/16/2006 11/13/2006
81 1/24/2007 12/12/2006 12/15/2006
84 12/19/2006 11/29/2006 11/15/2006
86 1/10/2007 12/1/2006 11/27/2006
93 1/25/2007 1/25/2007 11/20/2006
105 11/14/2006 11/14/2006 11/3/2006
105.1 11/14/2006 11/14/2006 11/3/2006
105.2 11/14/2006 11/14/2006 11/3/2006
105.3 11/14/2006 11/14/2006 11/3/2006
105.4 11/14/2006 11/14/2006 11/3/2006
110 1/8/2007 12/15/2006 12/12/2006
125 9/20/2006 9/22/2006 9/20/2006
138 12/15/2006 10/26/2006 10/18/2006
144 2/1/2007 11/14/2006 11/6/2006
144.1 2/1/2007 11/14/2006 11/6/2006
144.2 2/1/2007 11/14/2006 11/6/2006
144.3 2/1/2007 11/14/2006 11/6/2006
150 1/12/2007 11/28/2006 10/24/2006
156 12/5/2006 12/5/2006 12/14/2006
157 8/21/2006 8/21/2006 8/10/2006
164 11/30/2006 11/29/2006 11/28/2006
165 12/5/2006 12/4/2006 11/20/2006
168 12/28/2006 12/28/2006 12/13/2006
174 9/11/2006 9/13/2006 9/6/2006
179 12/21/2006 11/14/2006 10/26/2006
181 11/7/2006 10/30/2006 10/23/2006
184 1/3/2007 11/9/2006 10/26/2006
201 2/13/2007 12/18/2006 12/11/2006
Loan No. Sponsor (14)
-------- --------------------------------------------------------------------------------
1 Xxxxxxx, Xxxxxx; Xxxxxxx, Xxxxx
16 Spirit Finance Corporation
16.1
16.2
16.3
16.4
16.5
16.6
16.7
16.8
16.9
28 Xxxxx, Xxxxxx X.; Xxxxxxxxxx, Xxxxxxx
30 Xxxxxx, Xxxx X.
Rollup Xxxxxxx, X. Xxxxxxx; Xxxxxxxx, Xxxxx; Xxxxxxx, Xxxx; Xxxxxxx, Xxxxxxx X.
33 Xxxxxxx, X. Xxxxxxx; Xxxxxxxx, Xxxxx; Xxxxxxx, Xxxx; Xxxxxxx, Xxxxxxx X.
34 Xxxxxxx, X. Xxxxxxx; Xxxxxxxx, Xxxxx; Xxxxxxx, Xxxx; Xxxxxxx, Xxxxxxx X.
35 RSGH, L.P.
36 Blackrock Apartment Value Fund III, Inc., Xx. Xxx Xxxxx
43 England, Xxxx X.; Xxxxxxx, Xxxxx; Xxxxxxx, Xxxx X.
43.1
43.2
43.3
47 Xxxxxxxxx, Xxxx X.; Xxxxxx, Xxxxxx X.
48 ML Realty Partners, LLC; Xxxxxxx, Xxxx; Xxxxxxxx, Xxxxxx; Xxxxxx, Xxxxxxx
49 Xxxxxxxx, Xxxxxxxx X.; Xxxxxxxx, Xxxx X.
49.1
49.2
Rollup New Trier Partners, LLC
50 New Trier Partners, LLC
51 New Trier Partners, LLC
52 New Trier Partners, LLC
56 Xxxxx, Xxxxxxx
66 Xxxxxxxx, Xxxx X.
70 Xxxxxxxxx, Xxxx X.; Xxxxxx, Xxxxxx X.
74 Xxxxxx, Xxxxxxx X.
75 Xxxxxx, Xxxxxx X.
78 Xxxxxx, Xxxx X.
81 Xxxxxx, Xxxxxx X.; Xxxxx, Xxxxxx X.
84 Xxxxxxx, Xxxxx; Xxxxxxxx, Xxxxx
86 Mesirow Realty Sale-Leaseback, Inc.
93 Corporate Property Associates 16-Global Incorporated
105 Xxxxxxx, Xxxx X.
105.1
105.2
105.3
105.4
110 Xxxxxxxx, Xxxxxxx X.; Xxxxxx, Xxxxxxx X.; Xxxxxx, Xxxxxxx X.
125 Xxxxx, Xxxxxxx; Xxxxx, Xxxxxxx
138 Xxxxxx, Xxxxxx X.
144 Xxxxxx, Xxxxxx; Xxxxx, Xxxxxx; Xxxxxx, Xxxx; Xxxxxxxx, Xxxxxx
144.1
144.2
144.3
150 Hashim, Tazim; Xxxxxx, Xxxxxxx
000 Xxxxxx, Xxxxx X.; Xxxx, Xxxxx X.
157 Xxxxxxxxxxx, Xxxxxx
164 Xxxxxxx, Xx
165 Xxxxxxx, Xxxx X.
168 Xxxxxx, Xxxxx T.; Xxxxxx, Xxxxxx; Xxxxx, Xxxx X.; Xxxx, Xxxxx X.; Xxxxx, Xxxx X.
174 Xxxxxxxx, Xxxx; Xxxx, Xxxxxx
000 Xxxxxx, Xxxxxxxx X.; Xxxxxx, Xxxxx X.
181 Xxxx, Xxxxx
184 Xxxxxxx, Xxxxxxx X.
201 Xxxxxx, Xxxxxx X.; Xxxxxxxxx, Xxxxxxx
GE COMMERCIAL MORTGAGE CORPORATION, SERIES 0000-X0
XXXXX X-0 - XXXXXXX CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
PROPERTIES
Detailed % of % of Applicable
Property Initial Pool Loan Group Loan Group
Loan No. Name Balance One or Two Balance
-------- ---------------------------------- ------------ ---------- ---------------
3 Manhattan Apartment Portfolio 5.16% 2 19.40%
3.1 000 Xxxxxxxxx Xxxxx 0.31% 2 1.18%
3.2 000 Xxxx 000xx Xxxxxx 0.27% 2 1.03%
3.3 000 Xxxxxxxxx Xxxxx 0.26% 2 0.97%
3.4 000 Xxxxxxxxx Xxxxxx 0.25% 2 0.94%
3.5 00-00 Xxxxxxxxx Xxxxxx 0.23% 2 0.86%
3.6 000 Xxxx 000xx Xxxxxx 0.22% 2 0.83%
3.7 00 Xxxxx Xxxxxxxx Xxxxxxx 0.21% 2 0.81%
3.8 00-00 Xxxxx Xxxxxxxx Xxxxxxx 0.21% 2 0.78%
3.9 000-000 Xxxx 000xx Xxxxxx 0.21% 2 0.78%
3.10 165-167 & 000-000 Xxxxxxxxx Xxxxxx 0.21% 2 0.78%
3.11 000 Xxxx 000xx Xxxxxx 0.18% 2 0.69%
3.12 00 Xxxx 000xx Xxxxxx 0.18% 2 0.67%
3.13 000 Xxxx 000xx Xxxxxx 0.17% 2 0.64%
3.14 000 Xxxxxxxxx Xxxxxx 0.16% 2 0.61%
3.15 000 Xxxx 000xx Xxxxxx 0.16% 2 0.59%
3.16 000 Xxxx 000xx Xxxxxx 0.15% 2 0.57%
3.17 0-0 Xxxx 000xx Xxxxxx 0.14% 2 0.53%
3.18 0-00 Xxxx 000xx Xxxxxx 0.14% 2 0.53%
3.19 0-0 Xxxx 000xx Xxxxxx 0.14% 2 0.51%
3.20 000 Xxxx 000xx Xxxxxx 0.13% 2 0.49%
3.21 0-0 Xxxx 000xx Xxxxxx 0.11% 2 0.42%
3.22 0 Xxxx 000xx Xxxxxx 0.11% 2 0.41%
3.23 00 Xxxx 000xx Xxxxxx 0.11% 2 0.40%
3.24 000 Xxxxxxxxx Xxxxxx 0.10% 2 0.37%
3.25 00 Xxxx 000xx Xxxxxx 0.09% 2 0.35%
3.26 000 Xxxx 000xx Xxxxxx 0.09% 2 0.33%
3.27 000 Xxxx 000xx Xxxxxx 0.08% 2 0.31%
3.28 00 Xxxx 000xx Xxxxxx 0.08% 2 0.30%
3.29 00 Xxxx 000xx Xxxxxx 0.07% 2 0.27%
3.30 000 Xxxx 000xx Xxxxxx 0.07% 2 0.27%
3.31 000 Xxxx 000xx Xxxxxx 0.07% 2 0.26%
3.32 000 Xxxx 000xx Xxxxxx 0.06% 2 0.21%
3.33 000 Xxxx 000xx Xxxxxx 0.06% 2 0.21%
3.34 00-00 Xxxx 000xx Xxxxxx 0.05% 2 0.17%
3.35 000 Xxxx 000xx Xxxxxx 0.04% 2 0.17%
3.36 000 Xxxx 000xx Xxxxxx 0.04% 2 0.14%
6 The Enclave 3.79% 2 14.26%
15 Palma Sorrento Apartments 1.44% 2 5.42%
18 Villa Veneto Apartments 1.37% 2 5.14%
20 Piero Apartments 1.02% 2 3.84%
21 Magic Sands Mobile Home Park 0.97% 2 3.66%
23 0000 Xxxxxxx Xxxxxx 0.78% 1 1.07%
29 Island Park 0.62% 2 2.33%
30 Oakridge Apartments 0.59% 2 2.21%
36 Orchard Heights 0.54% 2 2.03%
37 Xxxxxxxxx 0.51% 2 1.93%
39 Deerfield Luxury Townhomes 0.50% 2 1.88%
43 Westchester Portfolio 0.42% 2 1.60%
43.1 Westchester Village 0.20% 2 0.74%
00.0 Xxxxxxxxxxx Xxxxxx 0.16% 2 0.61%
43.3 Washington Manor 0.07% 2 0.25%
46 Mansions at Round Rock 0.42% 2 1.57%
47 Arbor Station 0.41% 2 1.56%
53 Ranch at City Park 0.39% 2 1.46%
00 Xxxxxxx Xxxxx Xxxxx 0.37% 2 1.40%
00 Xxxxxx Xxxxxxxxxx 0.37% 2 1.37%
58 Bravo Estates 0.36% 2 1.35%
60 Xxxxx Xxxxxx Mobile Home Park 0.35% 2 1.33%
Rollup Juniper Portfolio 0.35% 2 1.32%
62 Juniper Portfolio-Cumberland 0.24% 2 0.91%
63 Juniper Portfolio-Lakehurst 0.11% 2 0.41%
64 The Xxxxxxxxxx 0.34% 2 1.28%
66 River Park Apartments 0.32% 2 1.21%
70 Stratford Village Apartments 0.30% 2 1.14%
71 The Pointe at Wimbledon 0.30% 2 1.14%
72 Rialto I & II MHCs 0.30% 2 1.13%
73 Highlands MHC 0.30% 2 1.12%
74 Harbour Run Apartments 0.28% 2 1.06%
80 0000 Xxxx Xxxx 0.26% 2 0.99%
81 Thurms Estates MHP 0.26% 2 0.99%
82 Tri Park Portfolio 0.26% 2 0.98%
82.1 Flat Rock Village 0.15% 2 0.57%
00.0 Xxxxxx Xxxxxx Xxxxxxx 0.06% 2 0.21%
82.3 Voyager Village 0.05% 2 0.20%
00 Xxxxxx Xxxx Apartments 0.24% 2 0.89%
00 Xxxxxxxx Xxxxx Apartments 0.23% 2 0.86%
99 Club Marina MHC 0.22% 2 0.82%
105 Ohio MHP Portfolio 0.19% 2 0.73%
105.1 Arrowhead Lake 0.10% 2 0.36%
105.2 Swanton Xxxxxxx 0.04% 2 0.16%
105.3 Sylvania Estates 0.04% 2 0.13%
105.4 Grand Rapids 0.02% 2 0.07%
000 Xxxxxxxx Xxxxxxxxxx 0.18% 2 0.69%
118 Xxxx MHP 0.16% 2 0.61%
000 Xxxxxxxxxxx Xxxxxxxxxx 0.16% 2 0.60%
122 Tamarack East MHC 0.16% 2 0.59%
000 Xxxxxxx Xxxx XXX 0.16% 2 0.58%
000 Xxxxxxxx Xxxxxxxx RV Resort 0.15% 1 0.20%
000 Xxxxxxx Xxxxxx XXX 0.14% 2 0.53%
130 Rivermont Apartments 0.14% 2 0.53%
000 Xxxxxx Xxxxxxx XXX 0.13% 2 0.50%
137 Park Apartments Phases I & II 0.13% 2 0.50%
000 Xxxxx Xxxxx Xxxxxxxxxx Xxxxx II 0.13% 2 0.49%
144 Indiana MHP Portfolio 0.12% 2 0.46%
144.1 Berkshire Pointe 0.05% 2 0.18%
144.2 Beechwood Pointe 0.04% 2 0.15%
144.3 Xxxxxxx Pointe 0.04% 2 0.14%
146 Lost Springs Apartments 0.12% 2 0.44%
151 El Monte MHC 0.12% 2 0.44%
000 Xxxxxxxx Xxxxxxx 0.11% 2 0.41%
000 XxXxxx Xxxx XXX 0.11% 2 0.40%
166 Indian Xxxxx 0.10% 2 0.39%
166.1 Woodlake 0.05% 2 0.20%
166.2 Indian Village 0.05% 2 0.19%
000 Xxxxxx Xxxxxxx MHC 0.10% 2 0.39%
000 Xxxxxx Xxxxxxx MHC 0.09% 2 0.34%
000 Xxxxxxx Xxxxxxx Apartments 0.09% 2 0.33%
000 Xxxxx Xxxxxxx Apartments 0.09% 2 0.32%
182 Briarwood MHC 0.08% 2 0.29%
194 Doubletree I Apartments 0.06% 2 0.22%
000 Xxxxxxxxxx Xxxxx MHC 0.05% 2 0.19%
199 Paradise View Apartments 0.05% 2 0.17%
200 Mosier Manor 0.04% 2 0.17%
Mortgage Cut-off General Detailed
# of Loan Date Property Property
Loan No. Properties Seller(2) Balance ($) (3) Type Type
-------- ---------- --------- --------------- -------------------- --------------------
3 36 GACC 204,000,000 Multifamily Conventional
3.1 1 GACC 12,400,000 Multifamily Conventional
3.2 1 GACC 10,800,000 Multifamily Conventional
3.3 1 GACC 10,160,000 Multifamily Conventional
3.4 1 GACC 9,920,000 Multifamily Conventional
3.5 1 GACC 9,040,000 Multifamily Conventional
3.6 1 GACC 8,720,000 Multifamily Conventional
3.7 1 GACC 8,480,000 Multifamily Conventional
3.8 1 GACC 8,240,000 Multifamily Conventional
3.9 1 GACC 8,240,000 Multifamily Conventional
3.10 1 GACC 8,160,000 Multifamily Conventional
3.11 1 GACC 7,280,000 Multifamily Conventional
3.12 1 GACC 7,040,000 Multifamily Conventional
3.13 1 GACC 6,720,000 Multifamily Conventional
3.14 1 GACC 6,400,000 Multifamily Conventional
3.15 1 GACC 6,160,000 Multifamily Conventional
3.16 1 GACC 6,000,000 Multifamily Conventional
3.17 1 GACC 5,600,000 Multifamily Conventional
3.18 1 GACC 5,600,000 Multifamily Conventional
3.19 1 GACC 5,360,000 Multifamily Conventional
3.20 1 GACC 5,200,000 Multifamily Conventional
3.21 1 GACC 4,400,000 Multifamily Conventional
3.22 1 GACC 4,320,000 Multifamily Conventional
3.23 1 GACC 4,240,000 Multifamily Conventional
3.24 1 GACC 3,920,000 Multifamily Conventional
3.25 1 GACC 3,680,000 Multifamily Conventional
3.26 1 GACC 3,440,000 Multifamily Conventional
3.27 1 GACC 3,280,000 Multifamily Conventional
3.28 1 GACC 3,200,000 Multifamily Conventional
3.29 1 GACC 2,880,000 Multifamily Conventional
3.30 1 GACC 2,800,000 Multifamily Conventional
3.31 1 GACC 2,720,000 Multifamily Conventional
3.32 1 GACC 2,240,000 Multifamily Conventional
3.33 1 GACC 2,240,000 Multifamily Conventional
3.34 1 GACC 1,840,000 Multifamily Conventional
3.35 1 GACC 1,760,000 Multifamily Conventional
3.36 1 GACC 1,520,000 Multifamily Conventional
6 1 GACC 150,000,000 Multifamily Conventional
15 1 GACC 57,020,000 Multifamily Conventional
18 1 GACC 54,070,000 Multifamily Conventional
20 1 BofA 40,400,000 Multifamily Conventional
21 1 GACC 38,500,000 Manufactured Housing Manufactured Housing
23 1 GACC 31,000,000 Multifamily Conventional
29 1 GACC 24,500,000 Multifamily Conventional
30 1 BCRE 23,250,000 Multifamily Conventional
36 1 BCRE 21,400,000 Multifamily Conventional
37 1 GACC 20,300,000 Multifamily Conventional
39 1 GACC 19,750,000 Multifamily Conventional
43 3 BCRE 16,800,000 Multifamily Conventional
43.1 1 BCRE 7,736,000 Multifamily Conventional
43.2 1 BCRE 6,384,000 Multifamily Conventional
43.3 1 BCRE 2,680,000 Multifamily Conventional
46 1 GACC 16,500,000 Multifamily Conventional
47 1 BCRE 16,400,000 Multifamily Conventional
53 1 BofA 15,367,510 Multifamily Conventional
55 1 BofA 14,720,000 Multifamily Conventional
57 1 GECC 14,455,000 Multifamily Conventional
58 1 GECC 14,200,000 Manufactured Housing Manufactured Housing
60 1 GACC 14,030,000 Manufactured Housing Manufactured Housing
Rollup 2 GECC 13,880,000 Multifamily Conventional
62 1 GECC 9,600,000 Multifamily Conventional
63 1 GECC 4,280,000 Multifamily Conventional
64 1 BofA 13,500,000 Multifamily Conventional
66 1 BCRE 12,700,000 Multifamily Conventional
70 1 BCRE 12,000,000 Multifamily Conventional
71 1 GECC 12,000,000 Multifamily Conventional
72 1 GECC 11,850,000 Manufactured Housing Manufactured Housing
73 1 GECC 11,760,000 Manufactured Housing Manufactured Housing
74 1 BCRE 11,200,000 Multifamily Conventional
80 1 GECC 10,450,000 Multifamily Student Housing
81 1 BCRE 10,400,000 Manufactured Housing Manufactured Housing
82 3 GECC 10,300,000 Manufactured Housing Manufactured Housing
82.1 1 GECC 6,000,000 Manufactured Housing Manufactured Housing
82.2 1 GECC 2,200,000 Manufactured Housing Manufactured Housing
82.3 1 GECC 2,100,000 Manufactured Housing Manufactured Housing
91 1 GECC 9,400,000 Multifamily Conventional
95 1 BofA 9,000,000 Multifamily Conventional
99 1 GECC 8,575,000 Manufactured Housing Manufactured Housing
105 4 BCRE 7,636,000 Manufactured Housing Manufactured Housing
105.1 1 BCRE 3,837,263 Manufactured Housing Manufactured Housing
105.2 1 BCRE 1,695,177 Manufactured Housing Manufactured Housing
105.3 1 BCRE 1,413,931 Manufactured Housing Manufactured Housing
105.4 1 BCRE 689,629 Manufactured Housing Manufactured Housing
110 1 BCRE 7,300,000 Multifamily Conventional
118 1 GECC 6,400,000 Manufactured Housing Manufactured Housing
120 1 GECC 6,302,744 Multifamily Conventional
122 1 GECC 6,250,000 Manufactured Housing Manufactured Housing
123 1 GECC 6,150,000 Manufactured Housing Manufactured Housing
127 1 GECC 5,838,989 Manufactured Housing Manufactured Housing
129 1 GECC 5,600,000 Manufactured Housing Manufactured Housing
130 1 GECC 5,540,000 Multifamily Conventional
136 1 GECC 5,250,000 Manufactured Housing Manufactured Housing
137 1 GECC 5,213,842 Multifamily Conventional
138 1 BCRE 5,184,568 Multifamily Conventional
144 3 BCRE 4,855,367 Manufactured Housing Manufactured Housing
144.1 1 BCRE 1,885,790 Manufactured Housing Manufactured Housing
144.2 1 BCRE 1,538,978 Manufactured Housing Manufactured Housing
144.3 1 BCRE 1,430,599 Manufactured Housing Manufactured Housing
146 1 GECC 4,629,112 Multifamily Conventional
151 1 GECC 4,584,000 Manufactured Housing Manufactured Housing
157 1 BCRE 4,300,000 Multifamily Conventional
163 1 GECC 4,186,219 Manufactured Housing Manufactured Housing
166 2 GECC 4,100,000 Manufactured Housing Manufactured Housing
166.1 1 GECC 2,077,578 Manufactured Housing Manufactured Housing
166.2 1 GECC 2,022,422 Manufactured Housing Manufactured Housing
167 1 GECC 4,100,000 Manufactured Housing Manufactured Housing
176 1 GECC 3,625,000 Manufactured Housing Manufactured Housing
179 1 BCRE 3,480,000 Multifamily Conventional
180 1 GACC 3,380,000 Multifamily Student Housing
182 1 GECC 3,100,000 Manufactured Housing Manufactured Housing
194 1 GECC 2,290,192 Multifamily Conventional
198 1 GECC 2,040,000 Manufactured Housing Manufactured Housing
199 1 GECC 1,802,917 Multifamily Conventional
200 1 GECC 1,750,000 Manufactured Housing Manufactured Housing
Loan No. Address City County State Zip Code
-------- ---------------------------------- ------------------ -------------- ------- --------
3 Xxxxxxx Xxx Xxxx Xxx Xxxx XX Various
3.1 000 Xxxxxxxxx Xxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.2 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.3 000 Xxxxxxxxx Xxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.4 000 Xxxxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.5 00-00 Xxxxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.6 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.7 00 Xxxxx Xxxxxxxx Xxxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.8 00-00 Xxxxx Xxxxxxxx Xxxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.9 000-000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.10 165-167 & 000-000 Xxxxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.11 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.12 00 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.13 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.14 000 Xxxxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.15 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.16 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.17 0-0 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.18 0-00 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.19 0-0 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.20 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.21 0-0 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.22 0 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.23 00 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.24 000 Xxxxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.25 00 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.26 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.27 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.28 00 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.29 00 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.30 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.31 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.32 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.33 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.34 00-00 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.35 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3.36 000 Xxxx 000xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
6 00000 Xxx Xxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx XX 00000
15 000 Xxxx Xxxxxx Xxxxxxxxx Xxx Xxxx Xxxxx Xxxxx XX 00000
18 000 Xx Xxxxxx Xxxxx Xxx Xxxx Xxxxx Xxxxx XX 00000
20 000 Xx. Xxxx Xxxxxx Xxx Xxxxxxx Xxx Xxxxxxx XX 00000
21 000 Xxxxxxx Xxxx Xxxx Xxx Xxxx Xxxxx Xxxxx XX 00000
23 0000 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx XX 00000
29 0000 Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx Xxxxx XX 00000
30 000 Xxxxx Xxxxxxxx Xxxx Xxxxxx Xxxxxxxx XX 00000
36 000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Xxx Xxxxxxxxxx XX 00000
37 0000 Xxxx Xxxxxxx Xxxx Xxx Xxxxx Xxxxx XX 00000
39 0000 Xxxxxx Xxxxxxx Xxxxxxxxxx Xx. Xxxxx XX 00000
43 Various Various Polk IA Various
43.1 0000 Xxxxxx Xxxxxx Xxx Xxxxxx Xxxx XX 00000
43.2 0000 Xxxxxxxx Xxxxx Xxx Xxxxxx Xxxx XX 00000
43.3 0000 Xxxxxxxx Xxxxxx Xxxx Xxx Xxxxxx Xxxx XX 00000
46 000 Xxxxx Xxxxx Xxxxxxxxx Xxxxx Xxxx Xxxxxxxxxx XX 00000
47 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000
53 00000 Xxxx Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000
55 000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx XX 00000
57 0000 Xxxxxx Xxx Xxxxxx Xxxxxxxxxx Xxxxxxx XX 00000
58 0000 Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxxx XX 00000
60 0000 Xxxxx Xxxxxx Xxxxxxxxx Xxx Xxxx Xxxxx Xxxxx XX 00000
Rollup Various Various Cumberland NC Various
62 000 Xxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxxxx XX 00000
63 0000 Xxxxxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxxxxx XX 00000
64 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxx XX 00000
66 0000 Xxxxx Xxxx Xxxxx Xxxx Xxxxx Xxxxxxx XX 00000
70 0000 Xxxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000
71 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxx XX 00000
72 000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Xxx Xxxxxxxxxx XX 00000
73 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxx Xxxxxxxxxx XX 00000
74 0000 Xxxxxx Xxxxxxx Xxxxxx-xx-xxx-Xxxx Xxxx XX 00000
80 0000 Xxxx Xxxx Xxxxxxxxxxx Xxxx XX 00000
81 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000
82 Various Various Various Various Various
82.1 00000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxx Xxxxxx XX 00000
82.2 0000 Xxxxx Xxxxx 000 Xxxxxx Xxxxxx Xxxxxx XX 00000
82.3 00 Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000
91 0000 Xxxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000
95 000 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx XX 00000
99 00 Xxxxxxxx Xxxxxx Xxx Xxxxx Xxxxxx Xxxxx XX 00000
105 Various Various Various OH Various
105.1 0000 Xxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxxx Xxxxx XX 00000
105.2 00000 Xxxxxxx Xxxx 0 Xxxxxxx Xxxxxx XX 00000
105.3 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxx XX 00000
105.4 00000 Xxxxxxxxxx Xxxx Xxxxx Xxxxxx Xxxx XX 00000
110 000 Xxxxx XxXxxx Xxxxxxx Xxx Xxxxxx Xxx Xxxxxx XX 00000
118 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxxxx Xxxx XX 00000
000 0000-0000 Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx Xxxx XX 00000
122 0000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000
123 0000 Xxxxxxxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000
127 00000 Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxxx XX 00000
129 0000 000xx Xxxxxx Xxxx Xxxxxxxx Xxxxxx XX 00000
130 0000 Xxxxx Xxxxxxxx Xxxx Xxxxxxxxxxxx Xxxxxxxxxx XX 00000
136 0000 00xx Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx XX 00000
137 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxxxx XX 00000
138 0000 Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000
144 Various Various Various IN Various
144.1 0000 Xxxxxxxxx Xxxxx Xxx Xxxxxxxxx Xxxxxxxx XX 00000
144.2 0000 Xxxx Xxxx Xxxx Xxxxxx Xxxxx XX 00000
144.3 0000 Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000
146 0000 Xxxxx 00xx Xxxxxx Xxxxxx Xxxxxx XX 00000
151 0000 Xxxxxx Xxxxxx Xx Xxxxx Xxx Xxxxxxx XX 00000
157 0000 Xxxxxxxxxx Xxx Xxxxxxxx Xxxxxx XX 00000
163 0000 Xxxxx Xxxx Xxxxx Xxxxxx Xxxxxx XX 00000
166 Various Various Various OH Various
166.1 00000 Xxxxxxxx Xxxx Xxxxxxxx Xxxx XX 00000
166.2 0000 XxXxxx Xxxx Xxxx Xxxxx XX 00000
167 0000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx XX 00000
176 15401 000xx Xxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxxx XX 00000
179 00000 Xxxxxxxx Xxxxx Xxxxx Xxxx Xxxxxxxx XX 00000
180 0000 Xxxx 000 Xxxxx Xxxxx Xxxx XX 00000
182 0000 Xxxx Xxxx Xxxx 000 Xxxxxxxxx Xxxxxxx Xxxxxx XX 00000
194 000 Xxxx Xxxx Xxxxxx Xxxxxx Xxxxxx XX 00000
198 0000 Xxxxx 00xx Xxxxxx Xxxxxx Xxxxxx XX 00000
199 0000 Xxx Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxxxx XX 00000
200 0000 0xx Xxxxxx Xxxxxx Xxxxx XX 00000
Net Loan per Net
Rentable Rentable Occupancy Occupancy Elevator(s)
Loan No. Units/Pads/Beds Unit/Pad/Bed ($) Rate As-of Date (Yes/No)
-------- --------------- ---------------- --------- ---------- -----------
3 1,083 188,366 96.9% 1/1/2007 Various
3.1 66 187,879 93.9% 1/1/2007 Yes
3.2 61 177,049 98.4% 1/1/2007 Yes
3.3 55 184,727 100.0% 1/1/2007 Yes
3.4 50 198,400 94.0% 1/1/2007 Yes
3.5 40 226,000 97.6% 1/1/2007 Yes
3.6 43 202,791 95.3% 1/1/2007 Yes
3.7 54 157,037 98.1% 1/1/2007 Yes
3.8 54 152,593 98.2% 1/1/2007 Yes
3.9 57 144,561 94.7% 1/1/2007 No
3.10 49 166,531 98.0% 1/1/2007 Yes
3.11 39 186,667 97.4% 1/1/2007 Yes
3.12 31 227,097 100.0% 1/1/2007 Yes
3.13 41 163,902 97.6% 1/1/2007 Yes
3.14 28 228,571 82.1% 1/1/2007 Yes
3.15 24 256,667 95.8% 1/1/2007 No
3.16 19 315,789 100.0% 1/1/2007 No
3.17 24 233,333 100.0% 1/1/2007 No
3.18 24 233,333 95.8% 1/1/2007 No
3.19 24 223,333 100.0% 1/1/2007 Yes
3.20 33 157,576 97.0% 1/1/2007 Yes
3.21 24 183,333 100.0% 1/1/2007 Yes
3.22 20 216,000 100.0% 1/1/2007 No
3.23 19 223,158 100.0% 1/1/2007 No
3.24 25 156,800 88.0% 1/1/2007 Yes
3.25 20 184,000 100.0% 1/1/2007 No
3.26 20 172,000 100.0% 1/1/2007 No
3.27 15 218,667 100.0% 1/1/2007 No
3.28 20 160,000 90.0% 1/1/2007 No
3.29 19 151,579 100.0% 1/1/2007 No
3.30 15 186,667 100.0% 1/1/2007 No
3.31 20 136,000 90.0% 1/1/2007 No
3.32 10 224,000 100.0% 1/1/2007 No
3.33 10 224,000 100.0% 1/1/2007 No
3.34 10 184,000 100.0% 1/1/2007 No
3.35 10 176,000 100.0% 1/1/2007 No
3.36 10 152,000 100.0% 1/1/2007 No
6 1,119 134,048 76.0% 1/31/2007 Yes
15 274 208,102 90.9% 1/3/2007 No
18 226 239,248 94.2% 1/3/2007 No
20 225 179,556 92.9% 2/28/2007 Yes
21 541 71,165 100.0% 2/23/2007
23 144 215,278 96.5% 2/14/2007 No
29 314 78,025 93.3% 3/8/2007 No
30 472 49,258 93.6% 1/15/2007 No
36 347 61,671 91.4% 11/15/2006 No
37 344 59,012 90.1% 3/16/2007 No
39 166 118,976 97.0% 3/7/2007 No
43 574 29,268 85.9% 1/1/2007 No
43.1 334 23,162 84.1% 1/1/2007 No
43.2 168 38,000 85.7% 1/1/2007 No
43.3 72 37,222 94.4% 1/1/2007 No
46 256 64,453 93.8% 3/1/2007 No
47 288 56,944 97.6% 11/30/2006 No
53 270 56,917 91.9% 2/14/2007 No
55 384 38,333 94.0% 12/6/2006 No
57 244 59,242 93.4% 1/3/2007 No
58 240 59,167 100.0% 9/30/2006
60 147 95,442 100.0% 2/23/2007
Rollup 352 39,432 82.9% Various No
62 248 39,432 77.8% 12/14/2006 No
63 104 39,432 95.2% 1/3/2007 No
64 224 60,268 98.7% 2/1/2007 No
66 280 45,357 93.9% 11/16/2006 No
70 224 53,571 95.1% 11/30/2006 No
71 184 65,217 94.0% 12/31/2006 No
72 327 36,239 98.2% 9/30/2006
73 215 54,698 100.0% 9/30/2006
74 280 40,000 81.4% 12/26/2006 No
80 136 76,838 94.4% 11/15/2006 No
81 326 31,902 97.4% 2/1/2007
82 644 15,994 79.2% 10/4/2006
82.1 332 18,072 71.7% 10/4/2006
82.2 163 13,497 86.5% 10/4/2006
82.3 149 14,094 87.9% 10/4/2006
91 113 83,186 100.0% 8/31/2006 No
95 100 90,000 99.0% 12/22/2006 No
99 170 50,441 100.0% 1/31/2007
105 541 14,115 88.9% 10/31/2006
105.1 247 15,535 88.7% 10/31/2006
105.2 136 12,465 83.8% 10/31/2006
105.3 92 15,369 92.4% 10/31/2006
105.4 66 10,449 95.5% 10/31/2006
110 129 56,589 93.8% 11/30/2006 No
118 163 39,264 95.1% 11/1/2006
120 115 54,806 95.7% 11/30/2006 Yes
122 135 46,296 96.0% 9/12/2006
123 144 42,708 91.7% 8/31/2006
127 407 14,346 70.0% 11/30/2006
129 126 44,444 97.6% 1/4/2007
130 106 52,264 91.5% 12/12/2006 No
136 130 40,385 97.8% 9/26/2006
137 324 16,092 98.8% 11/30/2006 No
138 96 54,006 91.7% 12/1/2006 No
144 350 13,872 69.1% 11/28/2006
144.1 115 16,398 91.3% 11/28/2006
144.2 120 12,825 49.2% 11/28/2006
144.3 115 12,440 67.8% 11/28/2006
146 240 19,288 98.8% 11/1/2006 No
151 79 58,025 100.0% 9/30/2006
157 154 27,922 94.2% 10/24/2006 No
163 122 34,313 95.1% 8/31/2006
166 349 11,748 81.9% 8/30/2006
166.1 145 14,328 86.2% 8/30/2006
166.2 204 9,914 78.9% 8/30/2006
167 216 18,981 92.1% 9/30/2006
176 75 48,333 100.0% 1/4/2007
179 136 25,588 96.3% 12/16/2006 No
180 47 71,915 93.6% 1/22/2007 No
182 167 18,563 80.8% 8/31/2006
194 216 10,603 97.7% 10/31/2006 No
198 66 30,909 97.0% 9/1/2006
199 132 13,658 98.5% 10/31/2006 No
200 76 23,026 96.1% 10/1/2006
Studio 1 Bedroom
Utilities # Avg Rent per Max # Avg Rent per
Loan No. Paid by Tenant Units (15) mo. ($) (15) Rent ($) (15) Units (15) mo. ($) (15)
-------- --------------------------- ---------- ------------ ------------- ---------- ------------
3 Various
3.1 Electric, Gas 1 169
3.2 Electric 1 1,699 1,699 38 1,311
3.3 Electric, Gas 2 961 1,100 13 596
3.4 Electric, Gas 9 904
3.5 Electric, Gas
3.6 Electric 4 829 975 4 1,103
3.7 Electric 11 884
3.8 Electric 14 852
3.9 Electric 1 787 787 27 893
3.10 Electric 1 1,750 1,750 20 955
3.11 Electric, Gas 7 980 1,079 6 841
3.12 Electric, Gas 1 339
3.13 Electric 5 653
3.14 Electric, Gas 3 749
3.15 Electric, Gas
3.16 Electric, Gas
3.17 Electric, Gas
3.18 Electric, Gas
3.19 Electric, Gas
3.20 Electric 1
3.21 Electric, Gas 1 783
3.22 Electric, Gas 10 1,149
3.23 Electric, Gas
3.24 Electric, Gas
3.25 Electric, Gas 20 1,016
3.26 Electric 1 517 517
3.27 Electric, Gas
3.28 Electric, Gas 1 1,399 1,399 3 236
3.29 Electric 1 1,747 1,747
3.30 Electric 13 1,008
3.31 Electric, Gas 5 493 965 15 645
3.32 Electric, Gas
3.33 Electric, Gas
3.34 Electric, Gas 5 1,268
3.35 Electric, Gas 9 1,073
3.36 Electric, Gas 1 1,675 1,675
6 Electric, Sewer, Water 213 1,380 1,410 282 1,734
15 Electric, Sewer, Water 89 1,400
18 Electric, Sewer, Water 49 1,471
20 Electric, Gas 25 1,578 1,578 135 1,772
21 Electric, Sewer, Water
23 Electric, Gas 96 1,381
29 Electric, Water 83 799
30 Electric, Gas, Sewer, Water 194 553
36 Electric 62 686
37 Electric, Sewer, Water 100 610
39 Electric, Gas, Sewer, Water
43 Electric
43.1 Electric 12 530
43.2 Electric 91 580
43.3 Electric 7 625
46 Electric 124 730
47 Electric 112 595
53 Water 156 802
55 Electric, Sewer, Water 168 548
57 Electric 96 730
58 Electric, Gas, Sewer, Water
60 Electric, Gas, Sewer, Water
Rollup Electric, Sewer, Water
62 Electric, Sewer, Water 48 546
63 Electric, Sewer, Water 17 582
64 Electric, Gas, Sewer, Water 112 651
66 Electric, Sewer, Water 164 569
70 Electric 92 570
71 Electric 96 618
72 Electric, Gas, Sewer, Water
73 Electric, Gas, Sewer, Water
74 Electric, Gas 140 599
80 Electric, Sewer, Water
81 Electric, Gas
82 Electric, Gas, Sewer, Water
82.1 Electric, Gas, Sewer, Water
82.2 Electric, Gas, Sewer, Water
82.3 Electric, Gas, Sewer, Water
91 Electric, Water
95 Electric 69 991
99 Electric, Gas, Sewer, Water
105 Electric, Gas
105.1 Electric, Gas
105.2 Electric, Gas
105.3 Electric, Gas
105.4 Electric, Gas
110 Electric 63 648
118 Electric, Gas, Sewer, Water
120 Electric 34 718
122 Electric, Gas, Sewer, Water
123 Electric, Gas, Sewer, Water
127 Electric
129 Electric, Sewer, Water
130 Electric 36 578
136 Electric, Gas, Sewer, Water
137 Electric, Gas, Sewer, Water 108 434
138 Electric 16 616
144 Electric, Gas, Sewer, Water
144.1 Electric, Gas, Sewer, Water
144.2 Electric, Gas, Sewer, Water
144.3 Electric, Gas, Sewer, Water
146 Electric, Gas, Sewer, Water 80 425
151 Electric, Sewer, Water
157 Electric, Gas 89 639
163 Electric, Gas, Sewer, Water
166 Various
166.1 Electric, Gas, Sewer, Water
166.2 Electric, Gas
167 Electric, Gas, Sewer, Water
176 Electric, Water
179 Electric 89 456
180 Electric 1 480
182 Electric, Gas
194 Electric, Water 72 393
198 Electric
199 Electric, Gas, Sewer, Water 44 443
200 Electric
2 Bedroom 3 Bedroom
Max # Avg Rent per Max # Avg Rent per Max
Loan No. Rent ($) (15) Units (15) mo. ($) (15) Rent ($) (15) Units (15) mo. ($) (15) Rent ($) (15)
-------- ------------- ---------- ------------ ------------- ---------- ------------ -------------
3
3.1 169 43 997 2,084 13 1,074 2,764
3.2 2,479 17 1,236 2,479 5 709 877
3.3 736 9 776 2,100 21 704 1,094
3.4 1,310 35 1,162 2,085 6 1,149 1,813
3.5 18 1,186 2,321 17 949 2,672
3.6 1,276 23 1,007 2,200 11 874 1,372
3.7 1,180 40 951 1,800 1 1,380 1,380
3.8 1,175 37 815 1,600 3 1,348 1,350
3.9 1,207 11 796 1,182 17 711 1,688
3.10 1,399 27 1,226 1,759 1 2,200 2,200
3.11 1,150 13 687 1,387 6 794 1,699
3.12 339 13 1,540 2,877 12 787 2,620
3.13 1,150 16 731 1,550 14 873 1,900
3.14 1 1,650 1,650 16 1,057 1,695
3.15 10 1,021 1,600 14 1,469 2,400
3.16
3.17 5 969 1,500 13 781 2,304
3.18 2 1,622 1,852 10 1,027 2,000
3.19 12 1,057 1,885 9 1,111 2,399
3.20 32 727 1,800
3.21 783 18 999 1,932 4 899 1,512
3.22 1,668 10 1,155 1,620
3.23 9 1,160 1,816 10 1,569 2,079
3.24 16 538 1,600
3.25 1,451
3.26 5 1,263 1,663 6 578 1,201
3.27 9 967 1,564 3 556 913
3.28 236 8 1,019 1,989 8 1,486 1,989
3.29 9 1,315 1,989 9 821 1,989
3.30 1,299 2 1,135 1,137
3.31 1,200
3.32 10 1,402 1,899
3.33 10 1,319 2,157
3.34 1,707 5 1,330 1,800
3.35 1,800 1 2,638 2,638
3.36 8 1,277 1,688
6 1,810 396 2,041 2,045 228 2,320 2,365
15 1,450 152 1,692 1,860 33 2,065 2,095
18 1,575 153 1,834 1,990 24 2,277 2,339
20 1,772 65 2,340 2,340
21
23 1,826 48 1,766 2,748
29 807 153 925 940 78 1,106 1,106
30 644 278 670 811
36 890 284 953 1,115 1 1,000 1,000
37 610 220 735 735 24 875 875
39 110 905 939 56 1,216 1,355
43
43.1 545 322 585 1,290
43.2 750 77 730 750
43.3 625 65 735 750
46 795 106 940 1,046 26 1,263 1,275
47 635 152 681 779 24 825 909
53 845 114 1,084 1,110
55 590 200 676 749 16 920 920
57 820 120 837 861 28 966 990
58
60
Rollup
62 630 180 657 732 20 765 849
63 625 71 682 712 16 752 825
64 700 72 825 890 40 1,009 1,009
66 791 116 745 1,119
70 655 100 648 735 32 757 790
71 625 88 766 795
72
73
74 599 140 699 699
80 64 726 770 72 960 1,070
81
82
82.1
82.2
82.3
91 80 904 953 33 972 1,007
95 1,015 31 1,141 1,215
99
105
105.1
105.2
105.3
105.4
110 725 65 788 825 1 899 899
118
120 775 75 837 900 6 1,080 1,200
122
123
127
129
130 635 58 704 794 12 945 1,035
136
137 450 216 513 525
138 630 48 695 720 32 787 850
144
144.1
144.2
144.3
146 430 160 505 520
151
157 790 65 744 770
163
166
166.1
166.2
167
176
179 475 47 559 580
180 480 36 1,051 1,080 10 1,440 1,440
182
194 420 144 403 430
198
199 455 88 543 555
200
4 Bedroom
# Avg Rent per Max
Loan No. Units (15) mo. ($) (15) Rent ($) (15)
-------- ---------- ------------ -------------
3
3.1 9 675 1,274
3.2
3.3 10 697 961
3.4
3.5 5 2,417 3,200
3.6
3.7
3.8
3.9
3.10
3.11 7 535 635
3.12 5 1,267 1,861
3.13 5 735 1,257
3.14 8 819 1,349
3.15
3.16 19 1,439 2,450
3.17 6 1,527 3,000
3.18 11 1,189 2,600
3.19 3 1,100 1,242
3.20
3.21 1 1,072 1,072
3.22
3.23
3.24 8 759 1,649
3.25
3.26 8 585 1,203
3.27 3 976 1,516
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
6
15
18
20
21
23
29
30
36
37
39
43
43.1
43.2
43.3
46
47
53
55
57
58
60
Rollup
62
63
64
66
70
71
72
73
74
80
81
82
82.1
82.2
82.3
91
95
99
105
105.1
105.2
105.3
105.4
110
118
120
122
123
127
129
130
136
137
138
144
144.1
144.2
144.3
146
151
157
163
166
166.1
166.2
167
176
179
180
182
194
198
199
200
FOOTNOTES TO ANNEX X-0 XXX X-0
0 Xxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx consists of the following Borrower
entities: 00-00 Xxxxxxxxx Xxxxxx LLC; 0 Xxxx 000xx Xxxxxx LLC; 00-00 Xxxx
000xx Xxxxxx LLC; 000 X. 000xx Xxxxxx LLC; 000 Xxxx 000xx Xxxxxx LLC; 000
X. 000xx Xxxxxx LLC; 00 X. 000xx Xxxxxx LLC; 000 Xxxx 000xx Xxxxxx LLC;
000 Xxxx 000xx Xxxxxx LLC; 000 Xxxx 000xx Xxxxxx LLC; 000-000 Xxxxxxxxx
Xxxxxx LLC; 00 Xxxx 000xx Xxxxxx LLC; 00 X. 000xx Xxxxxx LLC; 00 X. 000xx
Xxxxxx LLC; 00 X. 000xx Xxxxxx LLC; 0-0 X. 000xx Xxxxxx LLC; 0-0 Xxxx
000xx Xxxxxx LLC; 0-0 X. 000xx Xxxxxx LLC; 0-00 Xxxx 000xx Xxxxxx LLC; 000
X. 000xx Xxxxxx LLC; 000 X. 000xx Xxxxxx LLC; 000 X. 000xx Xxxxxx LLC; 000
X. 000 Xxxxxx LLC; 000 X. 000xx Xxxxxx LLC; 000 Xxxxxxxxx Xxxxxx XX LLC;
000 X. 000xx Xxxxxx LLC; 000 X. 000xx Xxxxxx LLC; 000 X. 000xx Xxxxxx LLC;
000 Xxxxxxxxx Xxxxx XX LLC; 000 Xxxxxxxxx XX Associates LLC; 000-000 Xxxx
000xx Xxxxxx LLC; 00-00 Xx. Xxxxxxxx Xxxxxxx LLC; 00 Xx. Xxxxxxxx Xxxxxxx
LLC; 000 X. 000xx Xxxxxx LLC; 000 Xxxxxxxxx Xxxxxx LLC; 000 Xxxxxxxxx
Xxxxxx LLC
2 GECC - General Electric Capital Corporation, GACC - German American
Capital Corporation, Bank of America - Bank of America, N.A., Barclays -
Barclays Capital Real Estate Inc.
3 With respect to Loan Nos. 1, 4, 8, 9, 6, 11, 24, 41, 111 and 114, the
Cut-off Date Balance represents a pari passu note in a split loan
structure or the senior note in a senior/subordinate loan structure.
4 Annual Debt Service and Monthly Debt Service for loans with partial
interest-only periods are shown after the expiration of the interest-only
period, excluding Loan No. 10 and Loan No. 165. Annual Debt Service and
Monthly Debt Service for loans which pay interest only for the entirety of
their respective loan terms or do not have a fixed monthly principal and
interest payment are calculated using the average monthly payment for the
first 12 payment periods after the Cut-off Date on such mortgage loans.
With respect to Loan No. 10 and Loan No. 165, the DSCR's are based on
fixed payment schedules included in Annex A-5 and Annex A-6, respectively,
to this prospectus supplement.
5 Hard means each tenant transfers its rent directly to the Lockbox account;
"Soft" means each tenant transfers its rent to the related borrower or
property manager who then is required to transfer the funds into the
Lockbox account; "Springing Hard" means that a Lockbox is not in use at
closing, but upon occurrence of a trigger event, as defined in the related
loan documents, each tenant will be required to transfer its rent directly
to the Lockbox account.
6 With respect to Loan Nos. 1, 3, 8, 6, 22, and 27 the DSCR is based on
projected underwritten net cash flow.
7 With respect to Loan Nos. 1, 3, 8, 6, 17, 22, 27, 37, 38, 39, 48, 62, 63,
68, 106, 111, 123, 135, 136, 139 and 163 the DSCR and/or LTV ratio was
calculated taking into account a holdback amount, letter of credit and/or
sponsor guarantee or was calculated based on assumptions regarding the
future financial performance of the related mortgaged property on a
stabilized basis. For information regarding adjustments to the
calculations see "Description of the Mortgage Pool-Certain Terms and
Conditions of the Mortgage Loans-Performance Escrows; Adjustments to DSCR
and/or LTV Ratio."
8 With respect to Loan No. 7, the DSCR calculation is based on net cash
flow, which includes income from monthly payments under a rent enhancement
lease.
9 For those mortgage loans indicating an Appraisal As-of Date beyond the
Cut-off Date, the Appraisal Value and the corresponding Appraisal As-of
Date are based on stabilization.
10 Net Rentable Area Sq. Ft./Units/Keys includes square footage for ground
lease tenants.
11 With respect to Loan No. 190, the number of units reflect only the
multifamily units and do not include the two retail units at the mortgaged
property.
12 For purposes of the information presented, a Mortgaged Property is, in
some cases, considered "occupied" by a tenant if such tenant has executed
a lease to occupy such Mortgaged Property even though the applicable
tenant has not taken physical occupancy.
13 With respect to Loan No. 54, the occupancy is based on multifamily units.
The property also contains 94,554 square feet of office and retail space,
which was 93.9% occupied as of 1/9/2007.
14 With respect to Loan Nos. 4 and 9, the names entered are the actual
Sponsors, as defined in their respective Loan Agreements, because there
are no Borrower Principals for the related Mortgage Loans.
15 With respect to Loan No. 3, the number of units, average rent per month,
and max rent are based on information contained in the appraisal provided
by The Lietner Group. The rents shown in Annex B- Structural and
Collateral Information-Manhattan Apartment Portfolio under "Specific
Property Breakout" are based on the borrower provided rent roll.
EXHIBIT B
THE MORTGAGE FILE
The "Mortgage File" with respect to any Mortgage Loan or Serviced
Whole Loan, consist of the following documents collectively (which in the case
of a Serviced Whole Loan, except for the Mortgage Note referred to in clause (i)
below, relate to the entire Serviced Whole Loan):
(i) (A) the original Mortgage Note, or a lost note affidavit with a
customary indemnification provision with a copy of the Mortgage Note
bearing, or accompanied by, all prior and intervening endorsements or
assignments showing a complete chain of endorsement or assignment from the
originator of the Mortgage Loan to the Mortgage Loan Seller (or the most
recent endorsee), and further endorsed (at the direction of the Depositor
given pursuant to the applicable Mortgage Loan Purchase Agreement), on its
face or by allonge attached thereto, without recourse, to the order of the
Trustee in the following form: "Pay to the order of Xxxxx Fargo Bank,
N.A., as Trustee for the registered holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series
2007-C1, without recourse, representation or warranty, express or implied"
and (B) in the case of each Serviced Companion Loan, a copy of the
executed Mortgage Note for such Serviced Pari Passu Loan or Serviced
Companion Loan; provided, that with respect to the Premier Self Storage -
Toa Baja Mortgage Loan, to create the security interest, the closing
counsel for such Mortgage Loan will notarize and retain copies of the
constitution of mortgage, the security agreement, the mortgage pledge and
the Mortgage Note;
(ii) an original or copy of the Mortgage and originals or copies of
any intervening assignments thereof showing a complete chain of assignment
from the originator of the Mortgage Loan or Serviced Whole Loan to the
Mortgage Loan Seller (or the most recent assignee of record), in each case
with evidence of recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable form,
executed by the Mortgage Loan Seller (or the most recent assignee of
record) in blank or to "Xxxxx Fargo Bank, N.A., as Trustee for the
registered holders of GE Commercial Mortgage Corporation, Commercial
Mortgage Pass-Through Certificates, Series 2007-C1"; provided, if the
related Mortgage has been recorded in the name of MERS or its designee, no
Assignment of Mortgage in favor of the Trustee will be required to be
prepared or delivered and instead, the Mortgage Loan Seller shall take all
actions as are necessary to cause the Trustee, on behalf of the
Certificateholders, to be shown as (and the Trustee shall take all
necessary actions to confirm that it is shown as) the owner of the related
Mortgage Loan on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of mortgages maintained by
MERS;
(iv) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage) and the originals or
copies of any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan or Serviced Whole Loan
to the Mortgage Loan Seller, in each case with evidence of recording
thereon;
(v) an original assignment of any related Assignment of Leases (if
such item is a document separate from the Mortgage), in recordable form,
executed by the Mortgage Loan Seller (or the most recent assignee of
record) in blank or to "Xxxxx Fargo Bank, N.A., as Trustee for the
registered holders of GE Commercial Mortgage Corporation, Commercial
Mortgage Pass-Through Certificates, Series 2007-C1"; provided, if the
related assignment of Assignment of Leases has been recorded in the name
of MERS or its designee, no assignment of Assignment of Leases in favor of
the Trustee will be required to be prepared or delivered and instead, the
Mortgage Loan Seller shall take all actions as are necessary to cause the
Trustee, on behalf of the Certificateholders, to be shown as (and the
Trustee shall take all necessary actions to confirm that it is shown as)
the owner of the related assignment of Assignment of Leases on the records
of MERS for purposes of the system of recording transfers of beneficial
ownership of assignments of assignment of leases maintained by MERS;
(vi) an original or copy of any related Security Agreement and/or
loan agreement (if such item is a document separate from the Mortgage) and
the originals or copies of any intervening assignments thereof showing a
complete chain of assignment from the originator of the Mortgage Loan or
Serviced Whole Loan to the Mortgage Loan Seller, in each case with
evidence of recording thereon (if recording is necessary to protect the
rights of the secured party); provided, if the related Security Agreement
has been recorded in the name of MERS or its designee, no assignment of
Security Agreement in favor of the Trustee will be required to be prepared
or delivered and instead, the Mortgage Loan Seller shall take all actions
as are necessary to cause the Trustee, on behalf of the
Certificateholders, to be shown as (and the Trustee shall take all
necessary actions to confirm that it is shown as) the owner of the related
assignment of Security Agreement on the records of MERS for purposes of
the system of recording transfers of beneficial ownership of security
agreements maintained by MERS;
(vii) an original assignment of any related Security Agreement
and/or loan agreement (if such item is a document separate from the
Mortgage), in recordable form (if recording is necessary to protect the
rights of the secured party), executed by the Mortgage Loan Seller (or the
most recent assignee of record) in blank or to "Xxxxx Fargo Bank, N.A., as
Trustee for the registered holders of GE Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2007-C1"; provided,
if the related Security Agreement has been recorded in the name of MERS or
its designee, no assignment of Security Agreement in favor of the Trustee
will be required to be prepared or delivered and instead, the Mortgage
Loan Seller shall take all actions as are necessary to cause the Trustee,
on behalf of the Certificateholders, to be shown as (and the Trustee shall
take all necessary actions to confirm that it is shown as) the owner of
the related assignment of Security Agreement on the records of MERS for
purposes of the system of recording transfers of beneficial ownership of
security agreements maintained by MERS;
(viii) originals (with respect to the Mortgage Note) or copies of
all consolidation, assumption, modification, written assurance and
substitution agreements, with evidence of recording thereon, where
appropriate, in those instances where the terms or provisions of the
Mortgage, Mortgage Note or any related security document have been
consolidated or modified or the Mortgage Loan or Serviced Whole Loan has
been assumed;
(ix) the original lender's title insurance policy or a duplicate
original certified by the applicable title company or a copy thereof in
connection with the Mortgage Loan or Serviced Whole Loan, together with
all endorsements or riders that were issued with or subsequent to the
issuance of such policy, insuring the priority of the Mortgage as a first
lien on the Mortgagor's interest in the Mortgaged Property, or if the
policy has not yet been issued, an original or copy of a marked-up written
commitment, interim binder or the pro forma title insurance policy marked
as binding and countersigned by the issuer or its authorized agent either
on its face or by an acknowledged closing instruction or escrow letter;
(x) the original or to the extent the applicable Servicer has the
original or a copy of any guaranty of the obligations of the Mortgagor
under the Mortgage Loan or Serviced Whole Loan and any intervening
assignments;
(xi) all UCC Financing Statements (other than UCC-3 assignments to
the Trustee) and continuation statements or copies thereof, as filed, or
in form that is complete and suitable for filing or recording, as
appropriate, or other evidence of filing acceptable to the Trustee
sufficient to perfect (and maintain the perfection of) the security
interest held by the originator of the Mortgage Loan or Serviced Whole
Loan (and each assignee of record prior to the Trustee) in and to the
personalty of the Mortgagor at the Mortgaged Property, and to transfer
such security interest to the Trustee, or alternatively, a UCC
acknowledgement form, UCC search from a reputable search firm, printout
from UCC 11, or printouts from on-line confirmations; provided, if the
related UCC Financing Statement has been recorded in the name of MERS or
its designee, no UCC Financing Statement in favor of the Trustee will be
required to be prepared or delivered and instead, the Mortgage Loan Seller
shall take all actions as are necessary to cause the Trustee, on behalf of
the Certificateholders, to be shown as (and the Trustee shall take all
necessary actions to confirm that it is shown as) the owner of the related
UCC Financing Statement on the records of MERS for purposes of the system
of recording transfers of beneficial ownership of UCC financing statements
maintained by MERS; provided, further, that with respect to the Premier
Self Storage - Toa Baja Mortgage Loan, to create the security interest,
the closing counsel for such Mortgage Loan will notarize and retain copies
of the constitution of mortgage, the security agreement, the mortgage
pledge and the Mortgage Note;
(xii) all UCC Financing Statements (including financing statements
in lieu of continuation statements and UCC-3 financing statements) in
favor of the Trustee in form that is complete and suitable for filing or
recording, as appropriate, acceptable to the Trustee sufficient to assign
the security interest held by the originator of the Mortgage Loan or
Serviced Whole Loan or its assignee, or alternatively if the UCC Financing
Statements in favor of the Trustee have been filed or recorded, a UCC
acknowledgement form, UCC search from a reputable search firm, printout
from UCC 11, or printouts from on-line confirmations;
(xiii) the original power of attorney or a copy thereof (with
evidence of recording thereon) granted by the Mortgagor if the Mortgage,
Mortgage Note or other document or instrument referred to above was not
signed by the Mortgagor;
(xiv) with respect to the Mortgage Loans with Additional Debt listed
on Schedule 2 to the Pooling and Servicing Agreement, an original or copy
of the subordination agreement (if any), pursuant to which such Additional
Debt will be fully subordinated to such Mortgage Loan and copies of the
Additional Debt documents, if available;
(xv) with respect to any Mortgaged Property, the original
Environmental Insurance Policy, if applicable, or a duplicate original or
a copy thereof;
(xvi) with respect to any Mortgage Loan or Serviced Whole Loan
secured by a ground lease, an original or copy of the related ground lease
and an original or a copy of the related ground lease estoppel;
(xvii) reserved;
(xviii) an original or copy of any escrow agreement and/or lock box
agreement or cash management agreement;
(xix) the original (or copy, if the original is held by the
applicable Servicer pursuant to Section 2.01(b)) of any letter of credit
for the benefit of the lender securing such Mortgage Loan, if any;
(xx) in the case of any Whole Loan, a copy of the related Co-Lender
Agreement;
(xxi) with respect to the Non-Serviced Mortgage Loans, a copy of the
related Non-Serviced Mortgage Loan Pooling Agreement;
(xxii) Reserved;
(xxiii) an original or copy of the environmental indemnity from the
related Mortgagor;
(xxiv) an original of the related guaranty of payment under such
Mortgage Loan, if any; and
(xxv) with respect to hospitality properties, a signed copy of the
franchise agreement (if any), franchisor comfort letter (if any) and
transfer documents for such comfort letter;
provided, however, that whenever the term "Mortgage File" is used to refer to
documents held by the Trustee, or a Custodian appointed thereby, such term shall
not be deemed to include such documents and instruments required to be included
therein unless they are actually received by the Trustee or a Custodian
appointed thereby; provided, further, however, that on the Closing Date, with
respect to item (iii), the related Mortgage Loan Seller has delivered to the
Trustee a copy of such Assignment of Mortgage in blank and has retained the
completed Assignment of Mortgage for recording as described below, unless such
Mortgage has been recorded in the name of MERS or its designee.
Notwithstanding the foregoing, with respect to the Skyline Portfolio
Mortgage Loan, the Pacific Shores Mortgage Loan, the Four Seasons Mortgage Loan,
the Mall of America Mortgage Loan and the Americold Portfolio Mortgage Loan, the
"Mortgage File" will consist of the original note (or lost note affidavit, if
applicable) and endorsement and assignments specified in clause (i) above, and a
copy of each additional document in the Mortgage File held by the BACM 2007-1
Trustee (with respect to the Skyline Portfolio Mortgage Loan and the Pacific
Shores Mortgage Loan), the CD 2007-CD4 Trustee (with respect to the Four Seasons
Mortgage Loan), the COMM 2006-C8 Trustee (with respect to the Mall of America
Mortgage Loan and the JPMCC 2007-CIBC18 Trustee (with respect to the Americold
Portfolio Mortgage Loan). However, if the custodian on any of the aforementioned
transactions is the Custodian in this transaction, copies do not need to be made
of the Mortgage Files for that particular transaction.
EXHIBIT C
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
With respect to each Mortgage Loan, the Seller hereby represents and
warrants, as of the date herein specified or, if no such date is specified, as
of the Closing Date, except as set forth on Schedule C-1 hereto, that:
(i) Mortgage Loan Schedule. The information pertaining to each
Mortgage Loan set forth in the Mortgage Loan Schedule was true and
correct in all material respects as of the Cut-off Date.
(ii) Legal Compliance. 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.
(iii) Good Title; Conveyance. Immediately prior to the sale,
transfer and assignment to the Company, the Mortgage Loan Seller had
good title to, and was the sole owner of, each Mortgage Loan, and
the Mortgage Loan 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
to servicing and related compensation as reflected in the Agreement
to Appointment of Servicer). The Mortgage Loan Seller has validly
and effectively conveyed to the Company all legal and beneficial
interest in and to such Mortgage Loan.
(iv) Future Advances. The proceeds of such Mortgage Loan have
been fully disbursed and there is no requirement for future advances
thereunder; and with respect to any mortgagee requirements for
construction or maintenance of on or off site improvements for which
an escrow has been established, any disbursement of such escrowed
funds have satisfied the requirements of the related Mortgage Loan
documents.
(v) Legal, Valid and Binding Obligations. Each related
Mortgage Note, Mortgage, Assignment of Leases (if any) and other
agreement executed in connection with such Mortgage Loan are legal,
valid and binding obligations of the related mortgagor (subject to
any non-recourse provisions therein and any state anti-deficiency
legislation or market value limit deficiency legislation),
enforceable in accordance with their terms, except with respect to
provisions relating to default interest, late fees, additional
interest, yield maintenance charges or prepayment premiums and
except 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).
(vi) Assignment of Leases and Rents. There exists as part of
the related Mortgage File an Assignment of Leases either as a
separate document or as part of the Mortgage. Each related
Assignment of Leases creates a valid, collateral or first priority
assignment of, or a valid perfected first priority security interest
in, certain rights including, without limitation, the right to
receive all payments due under the related lease, and no other
person owns any interest therein superior to or of equal priority
with the interest created under such assignment, subject only to a
license granted to the related Mortgagor to exercise certain rights
and to perform certain obligations of the lessor under such leases,
including the right to operate the related Mortgaged Property, and
subject to limits on enforceability described in Paragraph (v).
(vii) Offsets or Defenses. As of the date of its origination,
there was no valid offset, defense, counterclaim or right to
rescission with respect to any of the related Mortgage Note,
Mortgage(s) or other agreements executed in connection therewith,
and, as of the Cut-off Date, there is no valid offset, defense,
counterclaim or right to rescission with respect to such Mortgage
Note, Mortgage(s) or other agreements, except in each case, with
respect to the enforceability of any provisions requiring the
payment of default interest, late fees, additional interest, yield
maintenance charges or prepayment premiums.
(viii) Assignments of Mortgage and Assignment of Leases. Each
related assignment of Mortgage and assignment of Assignment of
Leases from the Mortgage Loan Seller to the Trustee constitutes the
legal, valid and binding assignment from the Mortgage Loan Seller,
except as such enforcement may be limited by bankruptcy, insolvency,
receivership, redemption, reorganization, moratorium, redemption,
liquidation or other laws relating to or affecting creditors' rights
generally or by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law);
provided, if the related assignment of Mortgage and/or assignment of
Assignment of Leases has been recorded in the name of Mortgage
Electronic Registration Systems, Inc. ("MERS") or its designee, no
assignment of Mortgage and/or assignment of Assignment of Leases in
favor of the Trustee will be required to be prepared or delivered
and instead, the Mortgage Loan Seller shall take all actions as are
necessary to cause the Trust to be shown as the owner of the related
Mortgage Loan on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of mortgages maintained
by MERS. Each related Mortgage, Mortgage Note and Assignment of
Leases is freely assignable upon notice to the Mortgagor and such
notice has been provided.
(ix) Mortgage Lien; Title Exceptions. Each related Mortgage is
a legal, valid and enforceable first lien on the related Mortgaged
Property or Ground Lease, as applicable, including all buildings and
improvements thereon, subject only to the exceptions set forth in
Paragraph (v) and the following title exceptions (each such
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, none of which,
individually or in the aggregate, materially and adversely
interferes with the current use or operation of the Mortgaged
Property or the security intended to be provided by such Mortgage or
with the Mortgagor's ability to pay its obligations when they become
due or materially and adversely affects the value of the Mortgaged
Property and (c) the exceptions (general and specific) and
exclusions set forth in the mortgage policy of title insurance
issued with respect to the Mortgage Loan or appearing of record,
none of which, individually or in the aggregate, materially
interferes with the current use or operation of the Mortgaged
Property or the security intended to be provided by such Mortgage or
with the Mortgagor's ability to pay its obligations when they become
due or materially and adversely affects the value of the Mortgaged
Property, (d) other matters to which like properties are commonly
subject, none of which, individually or in the aggregate, materially
and adversely interferes with the current use or operation of the
Mortgaged Property or the security intended to be provided by such
Mortgage or with the Mortgagor's ability to pay its obligations
under the Mortgage Loan when they become due or materially and
adversely affects the value of the Mortgaged Property, (e) the right
of tenants (whether under ground leases, space leases or operating
leases) at the Mortgaged Property to remain following a foreclosure
or similar proceeding (provided that such tenants are performing
under such leases) and (f) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan, none of which, individually
or in the aggregate, materially and adversely interferes with the
current use or operation of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the Mortgagor's
ability to pay its obligations under the Mortgage Loan when they
become due or materially and adversely affects the value of the
Mortgaged Property. Except with respect to cross-collateralized and
cross-defaulted Mortgage Loans, there are no mortgage loans that are
senior or pari passu with respect to the related Mortgaged Property
or such Mortgage Loan.
(x) UCC Financing Statements. UCC Financing Statements have
been filed and/or recorded (or, if not filed and/or recorded, have
been submitted in proper form for filing and recording), in all
public places necessary to perfect a valid security interest in all
items of personal property described therein owned by a Mortgagor
and located on each Mortgaged Property (other than any personal
property subject to a purchase money security interest or a sale and
leaseback financing arrangement permitted under the terms of such
Mortgage Loan 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, and the
Mortgages, security agreements, chattel Mortgages or equivalent
documents related to and delivered in connection with the related
Mortgage Loans establish and create a valid and enforceable lien and
security interest on such items of personalty except as
enforceability may be limited by bankruptcy, insolvency,
receivership, reorganization, moratorium, redemption, liquidation or
other laws affecting the enforcement of creditor's rights generally,
or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law;
provided, if the related UCC Financing Statement has been recorded
in the name of MERS or its designee, no assignment of UCC Financing
Statement in favor of the Trustee will be required to be prepared or
delivered and instead, the Mortgage Loan Seller shall take all
actions as are necessary to cause the Trust to be shown as the owner
of the related Mortgage Loan on the records of MERS for purposes of
the system of recording transfers of beneficial ownership of
mortgages maintained by MERS). In the case of a Mortgaged Property
operated as a hotel, (a) such personal property includes all
personal property that a prudent institutional lender making a
similar mortgage loan on the like properties would deem reasonably
necessary to operate the related Mortgaged Property as it is
currently being operated, (b) the related perfected security
interest is prior to any other security interest that can be
perfected by such UCC filing, except for permitted purchase money
security interests and leases; provided that any such lease has been
pledged or assigned to the lender and its assigns, and (c) the
related loan documents contain such provisions as are necessary and
UCC Financing Statements have been filed or submitted for filing as
necessary, in each case, to perfect a valid first priority security
interest in the related revenues with respect to such Mortgaged
Property. Notwithstanding any of the foregoing, 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.
(xi) Taxes and Assessments. All real estate taxes and
governmental assessments, fees, environmental charges or water or
sewer bills that prior to the Cut-off Date have become delinquent in
respect of each related Mortgaged Property have been paid as of the
Cut-off Date, or if in dispute, an escrow of funds in an amount
sufficient to cover such payments has been established. Such taxes
and assessments shall not be considered delinquent or unpaid until
the date on which interest or penalties may first be payable
thereon.
(xii) Property Condition; Condemnation Proceedings. To the
Mortgage Loan Seller's knowledge, after conducting due diligence
consistent with the practice of institutional lenders generally for
properties of the same type as the related Mortgaged Property, each
related Mortgaged Property as of origination, and to Mortgage Loan
Seller's actual knowledge as of the Cut-Off Date, 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, use or operation of such
Mortgaged Property as security for the Mortgage Loan; and to the
Mortgage Loan Seller's knowledge, there was no proceeding pending
for the total or partial condemnation of such Mortgaged Property.
(xiii) Title Insurance. The Mortgage Loan Seller has received
an ALTA lender's title insurance policy or a comparable form of
lender's title insurance policy (or a commitment "marked up" at the
closing of the related Mortgage Loan) as adopted in the applicable
jurisdiction (the "Title Insurance Policy"), insuring the portion of
each Mortgaged Property comprised of real estate and insuring that
the related Mortgage is a valid first lien in the original principal
amount of the related Mortgage Loan on the Mortgagor's fee simple
interest (or, if applicable, leasehold interest) in such Mortgaged
Property comprised of real estate, subject only to Title Exceptions.
No claims have been made under such Title Insurance Policy. Such
Title Insurance Policy is in full force and effect, provides that
the insured includes the owner of the Mortgage Loan and all premiums
thereon have been paid. The Mortgage Loan Seller has not done, by
act or omission, anything that would impair the coverage under such
Title Insurance 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; such policy contains no
material exclusions for, or affirmatively insures (except for any
Mortgaged Property located in a jurisdiction where such insurance is
not available) (a) access to public roads or (b) against any loss
due to encroachments of any material portion of the improvements
thereon.
(xiv) Insurance. Each Mortgaged Property is, and is required
pursuant to the related Mortgage to be, insured by (a) a fire and
extended perils insurance policy providing coverage against loss or
damage sustained by reason of fire, lightning, windstorm, hail,
explosion, riot, riot attending a strike, civil commotion, aircraft,
vehicles and smoke, and, to the extent required as of the date of
origination by the originator of such Mortgage Loan consistent with
its normal commercial mortgage lending practices, against other
risks insured against by persons operating like properties in the
locality of the Mortgaged Property, in an amount not less than the
lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the Mortgaged Property, and contains no
provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property; (b) a business
interruption or rental loss insurance policy, in an amount at least
equal to twelve months of operations of the Mortgaged Property; (c)
a flood insurance policy (if any portion of buildings or other
structures on the Mortgaged Property are located in an area
identified by the Federal Emergency Management Agency as having
special flood hazards and the Federal Emergency Management Agency
requires flood insurance to be maintained); and (d) a comprehensive
general liability insurance policy in amounts as are generally
required by commercial mortgage lenders, and in any event not less
than $1 million per occurrence. Such insurance policy contains a
standard mortgagee clause that names the mortgagee as an additional
insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior
notice to the holder of the Mortgage of termination or cancellation.
No such notice has been received, including any notice of nonpayment
of premiums, that has not been cured. Each Mortgage obligates the
related Borrower to maintain all such insurance and, upon such
Borrower's failure to do so, authorizes the holder of the Mortgage
to maintain such insurance at the Borrower's cost and expense and to
seek reimbursement therefor from such Borrower. Each Mortgage
provides that casualty insurance proceeds will be applied (a) to the
restoration or repair of the related Mortgaged Property, (b) to the
restoration or repair of the related Mortgaged Property, with any
excess insurance proceeds after restoration or repair being paid to
the Borrower, or (c) to the reduction of the principal amount of the
Mortgage Loan.
(xv) Material Defaults. Other than payments due but not yet 30
days or more delinquent there is (A) no material default, breach,
violation or event of acceleration existing under the related
Mortgage Note or each related Mortgage, and (B) since the date of
origination of such Mortgage Loan, there has been no declaration by
the Mortgage Loan Seller of an event of acceleration under the
related Mortgage or Mortgage Note, and (C) Mortgage Loan Seller has
not received notice of any event 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 any of such documents; the Mortgage Loan Seller
has not waived any other material default, breach, violation or
event of acceleration under any of such documents; and under the
terms of each Mortgage Loan, each related Mortgage Note, each
related Mortgage and the other loan documents in the related
Mortgage File, no person or party other than the holder of such
Mortgage Note may declare an event of default or accelerate the
related indebtedness under such Mortgage Loan, Mortgage Note or
Mortgage; 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
Mortgage Loan Seller elsewhere in the Mortgage Loan Purchase and
Sale Agreement.
(xvi) Payment Record. As of the Cut-Off 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 Monthly Payment.
(xvii) Additional Collateral. Each related Mortgage does not
provide for or permit, without the prior written consent of the
holder of the Mortgage Note, each related Mortgaged Property to
secure any other promissory note or obligation, other than any other
Mortgage Loan and the Mortgage Note is not secured by any collateral
that is not included in the Trust Fund.
(xviii) Qualified Mortgage. Each Mortgage Loan constitutes a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the
Code (but without regard to the rule in Treasury Regulations
1.860G-2(f)(2) that treats a defective obligation as a qualified
mortgage, or any substantially similar successor provision).
Accordingly, the Mortgage Loan Seller represents and warrants that
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 "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. Any prepayment premiums and yield maintenance charges
applicable to the Mortgage Loan constitute "customary prepayment
penalties" within the meaning of Treasury Regulations Section
1.860G-1(b)(2).
(xix) Environmental. One or more Phase I environmental site
assessments or updates thereof (each a "Phase I") meeting ASTM
requirements were performed by an environmental consulting firm
experienced in environmental matters and properly licensed, if
applicable, and independent of the Mortgage Loan Seller and the
Mortgage Loan Seller's affiliates with respect to each related
Mortgaged Property within the 18 months prior to the Closing Date
and the Mortgage Loan Seller, having made no independent inquiry
other than to review the Phase I prepared in connection with the
assessment(s) referenced herein, has no 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). With respect to any material and
adverse environmental matters disclosed in such Phase I, then either
(i) the same have been remediated in all material respects, (ii)
sufficient funds have been escrowed for purposes of effecting such
remediation, (iii) the related mortgagor or other responsible party
is currently taking or required to take such actions, if any, with
respect to such matters as have been recommended by the Phase I or
required by the applicable governmental authority, (iv) an
operations and maintenance plan has been or will be implemented, (v)
environmental insurance has been obtained with respect to such
matters, subject to customary limitations, or (vi) such conditions
or circumstances were investigated further and, based upon such
additional investigation, a qualified environmental consultant
recommended no further investigation or remediation. Each Mortgage
Loan requires the related mortgagor to comply, and cause the related
Mortgaged Property to be in compliance, with all applicable federal,
state and local environmental laws and regulations.
(xx) Customary Mortgage Provisions. Each related Mortgage
contains customary and enforceable provisions 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, including realization by judicial or, if applicable,
non-judicial foreclosure, subject to the effects of bankruptcy or
similar law affecting the right of creditors and the application of
principles of equity.
(xxi) Bankruptcy. As of origination, and as of the Cut-off
Date, no Mortgagor is a debtor in any state or federal bankruptcy or
insolvency proceeding.
(xxii) Whole Loan. Each Mortgage Loan is a whole loan,
contains no equity participation by the lender or shared
appreciation feature and does not provide for any contingent or
additional interest in the form of participation in the cash flow of
the related Mortgaged Property or provide for negative amortization.
The Mortgage Loan Seller holds no equity interest in any Mortgagor.
(xxiii) Transfers and Subordinate Debt. Subject to certain
exceptions, which are customarily acceptable to commercial and
multifamily mortgage lending institutions lending on the security of
property comparable to the related Mortgaged Property, each related
Mortgage or loan agreement contains provisions for the acceleration
of the payment of the unpaid principal balance of such Mortgage Loan
if, without complying with the requirements of the Mortgage or loan
agreement, the related Mortgaged Property, or any controlling
interest in the related Mortgagor, is directly transferred or sold
(other than by reason of family and estate planning transfers and
transfers of less than a controlling interest in a mortgagor, or a
substitution or release of collateral within the parameters of
Paragraph (xxvi) below), or encumbered in connection with
subordinate financing by a lien or security interest against the
related Mortgaged Property, other than any existing permitted
additional debt.
(xxiv) Waivers and Modifications. The terms of the related
Mortgage Note and Mortgage(s) 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.
(xxv) Inspection. Each related Mortgaged Property was
inspected by or on behalf of the related originator or an affiliate
within the 18 months prior to the Closing Date.
(xxvi) Releases. Except as set forth below, 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, use or operation of the
Mortgage Loan or materially interferes with the security intended to
be provided by such Mortgage. The terms of the related Mortgage do
not provide for release of any material portion of the Mortgaged
Property from the lien of the Mortgage except (a) in consideration
of payment therefor equal to not less than the related allocated
loan amount of such Mortgaged Property, (b) upon payment in full of
such Mortgage Loan, (c) for Mortgage Loans which permit defeasance
by means of substituting for the Mortgaged Property (or, in the case
of a Mortgage Loan secured by multiple Mortgaged Properties, one or
more of such Mortgaged Properties) U.S. Treasury obligations (or
other defeasance collateral permitted under the REMIC Provisions)
sufficient to pay the Mortgage Loans in accordance with their terms,
(d) for Mortgage Loans which permit the related Mortgagor to
substitute a replacement property, (e) for releases not considered
material for purposes of underwriting the Mortgage Loan, or (f) for
releases that are conditional upon the satisfaction of certain
underwriting and legal requirements and require payment of a release
price that represents adequate consideration for such Mortgaged
Property. The terms of the Mortgage Loan do not provide for the
release of any portion of the Mortgaged Property that would
constitute a "significant modification" under Section 1001 of the
Code unless the Mortgagor is required to provide a REMIC Opinion of
Counsel.
(xxvii) Defeasance. Each Mortgage Loan containing provisions
for defeasance of all or a portion of the Mortgaged Property either
(i) requires the prior written consent of, and compliance with, the
conditions set by, the holder of the Mortgage Loan, (ii) requires
confirmation from the rating agencies rating the certificates of any
securitization transaction in which such Mortgage Loan is included
that such defeasance will not cause the downgrade, withdrawal or
qualification of the then current ratings of such certificates, or
(iii) requires that (A) defeasance must occur in accordance with the
requirements of, and within the time permitted by, applicable REMIC
rules and regulations, (B) the replacement collateral consists of
defeasance collateral permitted under the REMIC Provisions in an
amount sufficient to make all scheduled payments under such Mortgage
Loan when due, (C) independent certified public accountants certify
that such U.S. government securities are sufficient to make such
payments, (D) the Mortgage Loan may only be assumed by a
single-purpose entity designated or approved by the holder of the
Mortgage Loan and (E) counsel provide an opinion that the Trustee
has a perfected security interest in such U.S. government securities
prior to any other claim or interest. Notwithstanding the foregoing,
some of the Mortgage Loan documents may not affirmatively contain
all such requirements, but such requirements are effectively present
in such documents due to the general obligation to comply with the
REMIC Provisions and/or deliver a REMIC Opinion of Counsel. A
Mortgage Loan that permits defeasance provides that the related
borrower is responsible for all reasonable costs incurred in
connection with the defeasance of the Mortgage Loan.
(xxviii) Zoning. To the Mortgage Loan Seller's knowledge, as
of the date of origination of such Mortgage Loan, based on due
diligence considered reasonable by prudent commercial conduit
mortgage lenders in the lending area where the applicable Mortgaged
Property is located, and, to the Mortgage Loan Seller's actual
knowledge, as of the Cut-off Date, there are no 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 an ALTA lender's title
insurance policy (or a binding commitment therefor), or its
equivalent as adopted in the applicable jurisdiction, or a law and
ordinance insurance policy, or (ii) would have a material adverse
effect on the value, use, operation or net operating income of the
Mortgaged Property.
(xxix) Encroachments. To the Mortgage Loan Seller's knowledge
based on surveys and/or the title policy referred to herein obtained
in connection with the origination of each Mortgage Loan, none of
the 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 for which the use or improvements are legally
non-conforming) to an extent which would have a material adverse
affect on the related Mortgagor's value, use and operation of such
Mortgaged Property (unless affirmatively covered by the title
insurance) and no improvements on adjoining properties encroached
upon such Mortgaged Property to any material extent (unless
affirmatively covered by title insurance).
(xxx) Single Purpose Entity. Each Mortgagor with respect to a
Mortgage Loan with a principal balance as of the Cut-off Date in
excess of 5% of the aggregate principal balance of all of the
mortgage loans included in the Trust Fund is an entity whose
organizational documents provide that it is, and at least so long as
the Mortgage Loan is outstanding will continue to be, a single
purpose entity. (For this purpose, "single-purpose entity" shall
mean a person, other than an individual, which does not engage in
any business unrelated to the related Mortgaged Property and its
financing, does not have any significant assets other than those
related to its interest in such Mortgaged Property or its financing,
or any indebtedness other than as permitted by the related Mortgage
or the other documents in the Mortgage Loan File, has its own books
and records separate and apart from any other person, and holds
itself out as being a legal entity, separate and apart from any
other person).
(xxxi) Advances After Origination. No advance of funds has
been made after origination, directly or indirectly, by the Mortgage
Loan Seller to the Mortgagor and, to the Mortgage Loan Seller's
knowledge, no funds have been received from any person other than
the Mortgagor, for or on account of payments due on the Mortgage
Note or the Mortgage, other than earnout advances made in accordance
with the Mortgage loan documents and reflected in the loan balance
on the Mortgage Loan Schedule.
(xxxii) Litigation Or Other Proceedings. As of the date of
origination and, to the Mortgage Loan Seller's knowledge, as of the
Cut-off Date, there was no pending action, suit or proceeding
against the Mortgagor or the related Mortgaged Property that could
reasonably be expected to materially and adversely affect either
such Mortgagor's performance under the related Mortgage Loan
documents or the holders of the Certificates.
(xxxiii) Usury. The Mortgage Rate (exclusive of any default
interest, late charges or prepayment premiums) of such Mortgage Loan
is a fixed rate, and complied as of the date of origination with, or
is exempt from, applicable state or federal laws, regulations and
other requirements pertaining to usury.
(xxxiv) Trustee Under Deed Of Trust. As of the date of
origination, and, 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, is properly designated and serving under such
Mortgage or may be substituted in accordance with the Mortgage and
applicable law, and no fees or expenses are or will become payable
to the trustee under the deed of trust except in connection with the
sale or release of the Mortgaged Property following a default in
payment of the Mortgage Loan.
(xxxv) Other Collateral; Cross-Collateralization. The related
Mortgage Note is not secured by any collateral that secures a
Mortgage Loan that is not in the Trust Fund and each Mortgage Loan
that is cross-collateralized is cross-collateralized only with other
Mortgage Loans sold pursuant to this Agreement.
(xxxvi) Escrow Deposits. All escrow deposits and payments
required pursuant to the Mortgage Loan to be deposited with the
Mortgage Loan Seller or its agent have been so deposited, are in the
possession, or under the control, of the Mortgage Loan Seller or its
agent and there are no deficiencies in connection therewith.
(xxxvii) Licenses and Permits. To the Mortgage Loan Seller's
knowledge, based on due diligence customarily performed in the
origination of comparable mortgage loans by prudent commercial and
multifamily mortgage lending institutions with respect to the
related geographic area and properties comparable to the related
Mortgaged Property, (a) as of the date of origination of the
Mortgage Loan, the related Mortgagor, the related lessee, franchisee
or operator was in possession of all material licenses, permits and
authorizations then required for use of the related Mortgaged
Property, and in the case of a Mortgaged Property operated as a
hotel, the franchise agreement, if any, is in full force and effect,
and no default, or event that, with the passage of time or the
giving of notice or both, would constitute a default, had occurred
under such franchise agreement, and, (b) as of the Cut-Off Date, the
Mortgage Loan Seller has no knowledge that the related Mortgagor,
the related lessee, franchisee or operator was not in possession of
such licenses, permits and authorizations.
(xxxviii) Origination, Servicing and Collection Practices. The
origination (or acquisition, as the case may be), collection, and to
the Mortgage Loan Seller's knowledge, the servicing practices used
by the Mortgage Loan Seller with respect to the Mortgage Loan have
been in all respects legal and have met customary industry
standards.
(xxxix) Non-Recourse Exceptions. The Mortgage Loan documents
for each Mortgage Loan provide that the Mortgage Loan is
non-recourse to the related Mortgagor except that the related
Mortgagor shall be liable to the lender for losses incurred due to
(i) fraud and/or other intentional misrepresentation, (ii) the
misapplication or misappropriation of rents collected in advance or
received by the related Mortgagor after the occurrence of an event
of default, insurance proceeds or condemnation awards or (iii) any
breach of the environmental covenants in the related Mortgage Loan
documents.
(xl) Separate Tax Lots. Each Mortgaged Property constitutes
one or more separate tax lots (or will constitute separate tax lots
when the next tax maps are issued) or is subject to an endorsement
under the related title insurance policy insuring for losses arising
from any claim that the Mortgaged Property is not one or more
separate tax lots.
(xli) Ground Leases. Each Mortgage Loan is secured by the fee
interest in the related Mortgaged Property, except that with respect
to the Mortgage Loans listed on Exhibit F attached hereto, which
Mortgage Loans are secured by the interest of the related Mortgagor
as a lessee under a ground lease of a Mortgaged Property (a "Ground
Lease") (the term Ground Lease shall mean such ground lease, all
written amendments and modifications, and any related estoppels or
agreements from the ground lessor and, in the event the borrower's
interest is a ground subleasehold, shall also include not only such
ground sublease but also the related ground lease), but not by the
related fee interest in such Mortgaged Property (the "Fee Interest")
and:
(A) Such Ground Lease or a memorandum thereof has been
or will be duly recorded or submitted for recording as
of the Closing Date 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) Such Ground Lease (i) is not subject to any liens or
encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related 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;
(C) 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 successors and assigns upon notice to,
but without the consent of, the lessor thereunder (or,
if such consent is required, it has been obtained prior
to the Closing Date);
(D) Such Ground Lease is in full force and effect, and
the Mortgage Loan Seller has not received as of the
Closing Date notice (nor is the Mortgage Loan Seller
otherwise aware) that any default has occurred under
such Ground Lease;
(E) Such Ground Lease requires that if the mortgagee
under such Mortgage Loan has provided the lessor with
notice of its lien, then such lessor must give notice of
any default by the lessee to the mortgagee, and such
Ground Lease, or an estoppel letter received by the
mortgagee from the lessor, further provides that no
notice of termination given under such Ground Lease is
effective against such mortgagee unless a copy has been
delivered to such mortgagee in the manner described in
such Ground Lease;
(F) The mortgagee under such Mortgage Loan is permitted
a reasonable opportunity to cure any default under such
Ground Lease that is curable after the receipt of
written notice of any such default, before the lessor
thereunder may terminate such Ground Lease;
(G) 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 of
the related Mortgage Loan (or, with respect to any
Mortgage Loan with an Anticipated Prepayment Date, 10
years);
(H) Such Ground Lease requires the lessor to enter into
a new lease with the mortgagee under such Mortgage Loan
upon termination of such Ground Lease for any reason,
including rejection of such Ground Lease in a bankruptcy
proceeding;
(I) Under the terms of such Ground Lease and the related
Mortgage, taken together, any related insurance proceeds
or condemnation award that is awarded with respect to
the leasehold interest will be applied either (i) to the
repair or restoration of all or part of the related
Mortgaged Property, with the mortgagee under such
Mortgage Loan or a trustee appointed by it having the
right to hold and disburse such proceeds as the repair
or restoration progresses (except in such cases where a
provision entitling another party to hold and disburse
such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender),
or (ii) to the payment or defeasance of the outstanding
principal balance of such Mortgage Loan together with
any accrued interest thereon (except in cases where a
different allocation would not be viewed as commercially
unreasonable by any institutional investor, 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) Such Ground Lease does not impose any restrictions
on subletting which would be viewed as commercially
unreasonable by a prudent commercial mortgage lender;
(K) Such Ground Lease may not be amended or modified
without the prior consent of the mortgagee under such
Mortgage Loan and that any such action without such
consent is not binding on such mortgagee, its successors
or assigns, except termination or cancellation if an
event of default occurs under the Ground Lease and
notice is provided to the mortgagee and such default is
curable by the mortgagee as provided in the Ground
Lease, but remains uncured beyond the applicable cure
period.
(xlii) Originator Authorization. To the extent required under
applicable law as of the date of origination, and necessary for the
enforceability or collectability of 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
at all times when it originated and held the Mortgage Loan.
(xliii) Capital Contributions. Neither the Mortgage Loan
Seller nor any affiliate thereof has any obligation to make any
capital contributions to the Mortgagor under the Mortgage Loan.
(xliv) No Mechanics' Liens. The related Mortgaged Property is
free and clear of any mechanics' and materialmen's liens which are
prior to or equal with the lien of the related Mortgage, except
those which are insured against by a Title Insurance Policy.
(xlv) Appointment of Receiver. If the Mortgaged Property is
subject to any leases, the borrower is the owner and holder of the
landlord's interest under any leases and the related Mortgage and
assignment of rents provides for the appointment of a receiver for
rents or allows the mortgagee to enter into possession to collect
rent or provides for rents to be paid directly to the mortgagee in
the event of default.
SCHEDULE C-1
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
Representation numbers referred to below relate to the corresponding
Mortgage Loan representations and warranties set forth in Exhibit C to the
Mortgage Loan Purchase Agreement for Barclays Capital Real Estate Inc.
Annex A-1
ID # Mortgage Loan Exception
Exceptions to Representation (ix): Mortgage Lien; Title Exceptions.
1 000 Xxxxx Xxxxxx The Mortgaged Property is security for the Mortgage
Loan and six (6) related pari passu loans.
16 National Envelope The single tenant at the Mortgaged Property has a right
of first refusal to purchase any property for which a
third party offer was received at a purchase price
equal to the greater of fair market and the value of
the property as adjusted based on current rent payments.
43 Westchester Portfolio The ground lease provides that the ground lessor, at
its option, may require the sponsor to purchase the fee
interest in the Washington Manor property, which if not
exercised, will result in an event of default under the
ground lease. However, at origination, the mortgagor
delivered to the lender a letter of credit in the
amount of $251,000, which will be available if
necessary, to purchase the fee interest in this
property.
86 Barloworld Distribution The single tenant at the Mortgaged Property has a right
of first refusal to purchase the property should the
mortgagor refuse to consent to the exercise of tenant's
right to request expansion of its space.
174 00000 Xxxxxxxx Xxxxxx The single tenant at the Mortgaged Property has the
right, exercisable upon 12 months' notice, to purchase
the Mortgaged Property at the expiration of its lease
term on February 5, 2016 at a purchase price equal to
the greater of $3,987,000 or the fair market value of
the Mortgaged Property, whichever is greater.
Exceptions to Representation (xi): Taxes.
00 Xxxxxxxx Xxxxx Medical Office As of origination, the applicable governmental
authorities failed to assess and levy tax on the
improvements located on the Mortgaged Property for the
tax years 2003-2006. An escrow was established for such
potential tax liabilities at origination.
Exceptions to Representation (xiv): Insurance.
Various Various Certain of the loan documents may limit terrorism
insurance coverage to the extent such coverage is
available for similarly situated properties and/or on
commercially reasonable terms.
1 000 Xxxxx Xxxxxx The borrower is only required to obtain terrorism
insurance up to the amount that can be purchased for a
premium not in excess of $7,500,000, as adjusted
annually in accordance with the consumer price index.
33, 34, 86, Springhill Suites--Xxxx Ridge, With respect to each of these Mortgage Loans, the
165, 181 Springhill Suites--Elmhurst, related insurance policy contains an exclusion for mold
Barloworld Distribution, Best coverage. However, in each case the related
Buy--Xxxxxxx Point, The Atrium non-recourse carveout guarantor obtained an indemnity
Offices from the non-recourse carveout guarantor for any losses
associated with the excluded coverage.
86 Barloworld Distribution, New The lender waived the requirement to maintain terrorism
Trier Portfolio--Bakersfield, coverage at the Mortgaged Property.
Rite Aid - 302 Xxxx Xxxx
93 Tecnofarma So long as the lease with the current single tenant is
in effect, the terms of the lease control the kinds,
types and limits of coverage required under the
mortgage.
00 Xxxxxxx Xxxxxxxxxxxx Xxxxxxxxx The lender accepted a $500,000 flood insurance policy
Hotel instead of the $1,000,000 coverage required. However,
lender accepted an indemnity from the non-recourse
carveout guarantor for any losses associated with the
reduced coverage and the mortgagor covenanted to
attempt to procure an additional $500,000 of flood
insurance on a semi-annual basis, capped at a premium
of $15,000 per annum.
33, 34 Springhill Suites--Xxxx Ridge, The Mortgage Loans secured by the Springhill
Springhill Suites--Elmhurst Suites--Xxxx Ridge and Springhill Suites--Elmhurst
properties are cross-collateralized and
cross-defaulted. The related Mortgage Loan documents
permit the lender to apply restoration proceeds
received in respect of a casualty or condemnation at
one Mortgaged Property to the payment of (or to held as
additional collateral for) the other Mortgage Loan.
184 Northern Tool Building The business interruption insurance in effect covers 7
months of income at the Mortgaged Property; however,
the mortgagor and the non-recourse carveout guarantor
have provided an indemnity for any losses that would
have been covered by a policy covering 12 months of
income.
201 730 Xxxxxx Xxxxxxx Highway There is no business interruption insurance in effect;
however, rent does not xxxxx during that period. The
lender approved a $500,000 general liability retention
so long as the single tenant remains investment grade.
Exceptions to Representation (xv): Additional Collateral.
1 000 Xxxxx Xxxxxx The Mortgaged Property is security for the Mortgage
Loan and six (6) related pari passu loans.
Exceptions to Representation (xxi): Mortgagor Bankruptcy.
All The Mortgage Loan Seller makes no representation
regarding the bankruptcy or insolvency of any tenant at
the Mortgaged Property.
Exception to Representation (xxii): Whole Loan.
1 000 Xxxxx Xxxxxx The Mortgaged Property is security for the Mortgage
Loan and six (6) related pari passu loans.
Exceptions to Representation (xxiii): Transfers and Subordinate Debt.
Various Various The Mortgage Loan documents also permit, without lender
consent, (i) transfers for purposes of family and
estate planning, (ii) transfers by devise, descent or
operation of law upon the death of a direct or
indirect member, partner or shareholder of the related
mortgagor, (iii) the issuance of non-controlling new
equity interests, (iv) transfers among existing direct
or indirect members, partners or shareholders in the
mortgagor or an affiliate of the mortgagor, (v)
transfers with respect to any person whose stocks or
certificates are traded on a nationally recognized
stock exchange, (vi) with respect to Mortgage Loans
made to tenant-in-common mortgagors, transfers among
and to additional tenant-in-common mortgagors, (vii)
transfers among affiliated mortgagors with respect to
cross-collateralized and cross-defaulted Mortgage Loans
or multi-property Mortgage Loans or (viii) transfers of
a similar nature to the foregoing meeting the
requirements of the Mortgage Loan, such as pledges of
ownership interest that do not result in a change of
control.
1 000 Xxxxx Xxxxxx The equity owners of the mortgagor obtained mezzanine
financing secured by the membership interests of such
mortgagor in the original principal amount of
$335,000,000, and junior mezzanine financing secured by
the membership interests of such mortgagor in the
original principal amount of $200,000,000. In each
case, an intercreditor agreement in favor of the lender
was executed.
49 Columbia Hotel Portfolio The equity owners of one tenant-in-common mortgagor
obtained mezzanine financing secured by the membership
interests of such tenant-in-common mortgagor in the
original principal amount of $7,248,463. An
intercreditor agreement in favor of the lender was
executed.
74 Harbour Run Apartments The equity owners of the mortgagor obtained mezzanine
financing secured by the membership interests of such
mortgagor in the original principal amount of
$1,350,000. An intercreditor agreement in favor of the
lender was executed.
81 Thurms Estates MHP The equity owners of the mortgagor obtained mezzanine
financing secured by the membership interests of such
mortgagor in the original principal amount of $600,000.
An intercreditor agreement in favor of the lender was
executed.
144 Indiana MHP The equity owners of the mortgagor obtained mezzanine
financing secured by the membership interests of such
mortgagor in the original principal amount of $375,000.
An intercreditor agreement in favor of the lender was
executed.
000 Xxxxxxx Xxxxxxx Apartments The equity owners of the mortgagor obtained mezzanine
financing secured by the membership interests of such
mortgagor in the original principal amount of $435,000.
An intercreditor agreement in favor of the lender was
executed.
00 Xxxxxxx Xxxxxxxxxxxx Xxxxxxxxx The Mortgage Loan documents permit the equity owners of
Hotel the mortgagor to obtain mezzanine financing, subject to
conditions including, but not limited to a combined
DSCR of not less than 1.30x, a combined LTV ratio of
not more than 80% and delivery of confirmation in
writing from each applicable rating agency that the
incurrence of such debt will not result in a
qualification, downgrade or withdrawal of any rating
assigned to the certificates.
43 Westchester Portfolio The Mortgage Loan documents permit the equity owners of
the mortgagor to obtain mezzanine financing, subject to
conditions including, but not limited to a combined
DSCR of not less than 1.20x, a combined LTV ratio of
not more than 80% and delivery of confirmation in
writing from each applicable rating agency that the
incurrence of such debt will not result in a
qualification, downgrade or withdrawal of any rating
assigned to the certificates.
66 River Park Apartments The Mortgage Loan documents permit the equity owners of
the mortgagor to obtain mezzanine financing, subject to
conditions including, but not limited to a combined
DSCR of not less than 1.15x, a combined LTV ratio of
not more than 85% and delivery of confirmation in
writing from each applicable rating agency that the
incurrence of such debt will not result in a
qualification, downgrade or withdrawal of any rating
assigned to the certificates.
86 Barloworld Distribution The Mortgage Loan documents permit the equity owners of
the mortgagor to obtain such mezzanine financing in an
amount sufficient to complete any expansion requested
by tenant, subject to conditions including, but not
limited to a combined DSCR of not less than 1.07x, a
combined LTV ratio of not more than 80% and delivery of
confirmation in writing from each applicable rating
agency that the incurrence of such debt will not result
in a qualification, downgrade or withdrawal of any
rating assigned to the certificates.
50 New Trier Portfolio--Indianapolis The Mortgage Loan documents permit the equity owners of
the mortgagor to obtain mezzanine financing, subject to
conditions including, but not limited to a combined
DSCR of not less than 1.15x, a combined LTV ratio of
not more than 85% and delivery of confirmation in
writing from each applicable rating agency that the
incurrence of such debt will not result in a
qualification, downgrade or withdrawal of any rating
assigned to the certificates.
51 New Trier Portfolio--Bakersfield The Mortgage Loan documents permit the equity owners of
the mortgagor to obtain mezzanine financing, subject to
conditions including, but not limited to a combined
DSCR of not less than 1.15x, a combined LTV ratio of
not more than 85% and delivery of confirmation in
writing from each applicable rating agency that the
incurrence of such debt will not result in a
qualification, downgrade or withdrawal of any rating
assigned to the certificates.
52 New Trier Portfolio--Gurnee The Mortgage Loan documents permit the equity owners of
the mortgagor to obtain mezzanine financing, subject to
conditions including, but not limited to a combined
DSCR of not less than 1.15x, a combined LTV ratio of
not more than 85% and delivery of confirmation in
writing from each applicable rating agency that the
incurrence of such debt will not result in a
qualification, downgrade or withdrawal of any rating
assigned to the certificates.
Exceptions to Representation (xxvi) Releases.
1 000 Xxxxx Xxxxxx The Mortgage Loan documents permit the related
mortgagor to obtain the release of the portion of the
Mortgaged Property consisting of the Fifth Avenue
retail space on or after the date on which the
Mortgaged Property's conversion to a condominium is
complete without payment of a release price, if, among
other things, (a) the junior mezzanine debt has not
been paid in full, (b) in the event that such release
occurs prior to July 1, 2008, the mortgagor has
deposited an amount equal to $105,000,000, less
$2,500,000 for every full calendar month, if any, that
the release occurs prior to July 1, 2008, to be held
and disbursed in accordance with the Mortgage Loan
documents, (c) the senior mezzanine borrower has
prepaid (or is simultaneously prepaying) the senior
mezzanine loan in full, (d) the junior mezzanine
borrower has prepaid (or is simultaneously prepaying)
the junior mezzanine loan in an amount equal to all
remaining net sales proceeds and (e) with respect to
the remaining mortgaged property (not including the
released portion of the mortgaged property), the
loan-to-value ratio (including the remaining junior
mezzanine debt and/or junior indebtedness, if
applicable) is not more than 89%.
Exception to Representation (xxx): Single Purpose Entity.
93 Tecnofarma The mortgagor is permitted to file consolidated tax
returns with the returns of the non-recourse carveout
guarantor.
Exceptions to Representation (xxxix) Other Collateral; Cross-Collateralization.
000 Xxxxx Xxxxx Xxxxxxxxxx Xxxxx II Wile the Mortgage Loan is not secured by with any real
property that is not included in the Trust Fund, the
mortgagor is not permitted to sell, transfer or convey
title to the Mortgaged Property to any third party
unless such sale, transfer or conveyance is made as
part of a single transaction whereby the Mortgaged
Property is conveyed to such third party transferee
together with the conveyance of the property known as
Stone Ridge Apartments Phase I, which is owned by an
affiliate of the mortgagor ("Phase I Parcel"). In the
event that the mortgagor sells, transfers or conveys
the Mortgaged Property to a third party without a
simultaneous sale, transfer or conveyance of the Phase
I Parcel by the owner thereof to the same transferee
(or an affiliate thereof), or if the Phase I Parcel is
sold, transferred or conveyed by the owner thereof to a
third party that is not an affiliate of the mortgagor,
without a simultaneous sale, transfer or conveyance of
the Mortgaged Property by the mortgagor to such
transferee, then, in either such event, the entire
unpaid principal balance of the Mortgage Loan, together
with all unpaid and outstanding interest and other
charges due under the loan documents will be
immediately due and payable. In the event of such
acceleration of the Mortgage Loan, the mortgagor is not
obligated to pay any premium or penalty.
Exceptions to Representation (xxxix) Non-Recourse Exceptions.
Various Various Certain of the Mortgage Loans have a recourse carveout
for "material misrepresentation" rather than "fraud or
other intentional misrepresentation."
49 Columbia Hotel Portfolio Under the recourse carve-out provisions, each
tenant-in-common mortgagor is liable only to the extent
that such tenant-in-common mortgagor caused the event
that gave rise to the loss or liability.
000 Xxxxx Xxxxx Xxxxxxxxxx Xxxxx II The mortgagor is liable for losses incurred by
misapplication by the mortgagor of rents paid by
tenants more than one (1) month in advance.
Exceptions to Representation (xl): Separate Tax Lots.
00 Xxxxxxx Xxxxxxxxxxxx Xxxxxxxxx The Mortgaged Property is in the process of being
Hotel subdivided, with one separate tax parcel consisting of
the Mortgaged Property as well as additional land
identified as Parcels B and C. Parcels B and C are not
included in the collateral and are owned by an
affiliate of the mortgagor. The mortgagor is required
to (x) diligently and expeditiously prosecute to
completion the subdivision of Parcel B and Parcel C
from the Mortgaged Property (the "Subdivision")
pursuant to and in accordance with all requirements of
law, including, without limitation, obtaining all site
plan, zoning and subdivision approvals from the
appropriate governmental authorities and ensuring that,
after giving effect to such Subdivision, the Mortgaged
Property constitutes a separate legal tax parcel with
sufficient parking and access to publicly-dedicated
streets to satisfy the demands of the Mortgaged
Property and all requirements of law, and (y) upon the
request of lender, provide lender with periodic updates
regarding the status of the Subdivision (including the
status of any pending approvals), and, promptly
following the completion of the Subdivision deliver
evidence of such completion in form and substance
reasonably satisfactory to lender (including copies of
all final site plans, approvals, etc). During the term
of the Mortgage Loan, the mortgagor is required to
cause the owner of Parcel B and Parcel C to maintain
Parcel B and Parcel C in a condition that will permit
the Mortgaged Property to continue to enjoy access to,
and use of, sufficient parking and access to
publicly-dedicated streets to satisfy the demands of
the Mortgaged Property and requirements of law and not
to permit or undertake the development or use of Parcel
B or Parcel C for any purpose which would have a
material adverse effect. If during the term of the
Mortgage Loan, following the Subdivision, the Parcel B
& Parcel C Land Owner elects to sell or otherwise
transfer title to Parcel B and/or Parcel C, the
mortgagor shall cause the Parcel B & C Land Owner to
include in any deed or other transfer instrument, a
covenant restricting the development or the use of such
parcel for any purpose which would have a material
adverse effect for so long as the Mortgage encumbers
the Mortgaged Property.
In addition, lender will collect taxes for the
Mortgaged Property and Parcels B and C until the
Subdivision occurs, and the mortgagor and the
non-recourse carveout guarantor are indemnifying lender
for any real estate or other taxes or assessments
pertaining to Parcel B and/or Parcel C incurred in
connection with any foreclosure, deed in lieu of
foreclosure or non-judicial sale of the Mortgaged
Property occurring prior to the Subdivision.
Exception to Representation (xli): Ground Leases.
43 Westchester Portfolio (C) The ground lessor is entitled to approve any
purchaser of the mortgagor's leasehold estate pursuant
to any foreclosure proceedings (other than the
leasehold mortgagee) and any assignee or transferee of
the ground lease and the subsequent transfer of such
interests following the assignment or transfer in lieu
of foreclosure shall be deemed to be a permitted
purchaser, assignee or transferee, which approval shall
not be unreasonably withheld, conditioned or delayed,
unless ground lessor has failed to respond to the
request for approval of the transferee within fifteen
(15) business days of its receipt of such request.
EXHIBIT D
FORM OF CERTIFICATE OF AN OFFICER OF
THE MORTGAGE LOAN SELLER
Certificate of Secretary of Barclays Capital Real Estate Inc.
I, ____________, hereby certify that I am an Assistant Secretary of
Barclays Capital Real Estate Inc. ("BCRE"), and certify further as follows:
1. Attached hereto as Exhibits A and B, respectively, are true and
correct copies of the certificate of incorporation and by-laws of BCRE,
which are in full force and effect on the date hereof.
2. Attached hereto as Exhibit C is a Certificate of Good Standing
for BCRE issued by the Office of the Secretary of State of the State of
Delaware. No event has occurred since the date thereof which has affected
the good standing of BCRE under the laws of the State of Delaware.
3. Each individual who, as an officer or representative of BCRE,
signed (1) the Mortgage Loan Purchase Agreement, dated as of May 8, 2007
(the "Mortgage Loan Purchase Agreement") between GE Commercial Mortgage
Corporation, as purchaser, and BCRE, as seller, (2) the BCRE
Indemnification Agreement, dated as of [_____], 2007 (the "Indemnification
Agreement" and together with the Mortgage Loan Purchase Agreement, the
"Agreements") by BCRE in favor of GE Commercial Mortgage Corporation,
Deutsche Bank Securities Inc., Banc of America Securities LLC, Barclays
Capital Inc., [Citigroup Global Markets Inc. and Bear Xxxxxxx & Co. Inc.]
or (3) any other document or certificate delivered by or on behalf of BCRE
prior hereto or on the date hereof in connection with the transactions
contemplated in the Agreements was, at the respective times of such
signing and delivery, and is as of the date hereof, duly elected or
appointed, qualified and acting as such officer or representative, and the
signatures of such persons appearing on such documents and certificates
are their genuine signatures.
4. No proceedings looking towards merger, liquidation, dissolution
or bankruptcy of BCRE are pending or contemplated.
5. Except as previoiusly disclosed to the Purchaser in writing, the
representations and warranties of BCRE in the Mortgage Loan Purchase
Agreement are true and correct in all material respects on and as of the
date hereof.
6. On or prior to the date hereof, BCRE has in all material respects
complied with all agreements and performed or satisfied all conditions on
its part to be performed or satisfied at or prior to the date hereof.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: May 8, 2007
___________________________________
Name:
Title: Assistant Secretary
EXHIBIT E
FORM OF LEGAL OPINION
[contained in a separate document to be inserted at closing]
