Exhibit 99.2
GACC MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated
and effective May 1, 2007, between German American Capital Corporation, 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 ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and ▇▇▇▇▇'▇ 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 ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ & 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 "GACC 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
Maryland, 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 GACC 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 GACC Indemnification
Agreement), the Memorandum (as defined in the GACC 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 GACC 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, 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, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP,
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇ 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, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇, Managing Director, facsimile
no. (▇▇▇) ▇▇▇-▇▇▇▇, with a copy to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, facsimile no. (972)
728-7650 and with a copy to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Electric capital
Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, facsimile no.
(▇▇▇) ▇▇▇-▇▇▇▇ (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 General American Capital Corporation, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇, fax number (▇▇▇) ▇▇▇-▇▇▇▇.
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 GACC 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------
Title: Authorized Signatory
--------------------------------------
GENERAL AMERICAN CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------
Title: Vice President
--------------------------------------
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
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 ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇.
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:
▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
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 adequacy 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 ▇▇▇▇-▇▇
▇▇▇▇▇ ▇-▇ - ▇▇▇▇▇▇▇ CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
PROPERTIES
% of % of Applicable Mortgage
Initial Pool Loan Group Loan Group # of Loan
Loan No. Property Name (1) Balance One or Two Balance Properties Seller (2)
-------- ----------------------------------- ------------ ---------- --------------- ---------- ----------
3 Manhattan Apartment Portfolio 5.16% 2 19.40% 36 GACC
3.1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.31% 2 1.18% 1 GACC
3.2 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.27% 2 1.03% 1 GACC
3.3 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.26% 2 0.97% 1 GACC
3.4 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.25% 2 0.94% 1 GACC
3.5 ▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.23% 2 0.86% 1 GACC
3.6 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.22% 2 0.83% 1 GACC
3.7 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.21% 2 0.81% 1 GACC
3.8 ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.21% 2 0.78% 1 GACC
3.9 ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.21% 2 0.78% 1 GACC
3.10 165-167 & ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.21% 2 0.78% 1 GACC
3.11 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.18% 2 0.69% 1 GACC
3.12 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.18% 2 0.67% 1 GACC
3.13 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.17% 2 0.64% 1 GACC
3.14 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.16% 2 0.61% 1 GACC
3.15 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.16% 2 0.59% 1 GACC
3.16 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.15% 2 0.57% 1 GACC
3.17 ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.14% 2 0.53% 1 GACC
3.18 ▇-▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.14% 2 0.53% 1 GACC
3.19 ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.14% 2 0.51% 1 GACC
3.20 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.13% 2 0.49% 1 GACC
3.21 ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.11% 2 0.42% 1 GACC
3.22 ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.11% 2 0.41% 1 GACC
3.23 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.11% 2 0.40% 1 GACC
3.24 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.10% 2 0.37% 1 GACC
3.25 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.09% 2 0.35% 1 GACC
3.26 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.09% 2 0.33% 1 GACC
3.27 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.08% 2 0.31% 1 GACC
3.28 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.08% 2 0.30% 1 GACC
3.29 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.07% 2 0.27% 1 GACC
3.30 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.07% 2 0.27% 1 GACC
3.31 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.07% 2 0.26% 1 GACC
3.32 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.06% 2 0.21% 1 GACC
3.33 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.06% 2 0.21% 1 GACC
3.34 ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.05% 2 0.17% 1 GACC
3.35 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.04% 2 0.17% 1 GACC
3.36 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.04% 2 0.14% 1 ▇▇▇▇
▇ ▇▇ ▇▇▇▇▇▇ Portfolio 5.02% 1 6.84% 3 GACC
7.1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 3.10% 1 4.22% 1 GACC
7.2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 1.35% 1 1.84% 1 GACC
7.3 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Garage 0.57% 1 0.78% 1 GACC
8 Four Seasons Resort Maui 4.43% 1 6.03% 1 GACC
6 The Enclave 3.79% 2 14.26% 1 GACC
10 Wellpoint Office Tower 3.03% 1 4.13% ▇ ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ 2.63% 1 3.58% 1 GACC
14 Crossing at Hobart 1.59% 1 2.17% 1 GACC
15 Palma Sorrento Apartments 1.44% 2 5.42% 1 GACC
17 Presbyterian Plano Medical Office 1.39% 1 1.90% 1 GACC
18 Villa Veneto Apartments 1.37% 2 5.14% 1 GACC
21 Magic Sands Mobile Home Park 0.97% 2 3.66% 1 ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.81% 1 1.10% 1 GACC
23 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.78% 1 1.07% 1 GACC
24 Americold Portfolio 0.76% 1 1.03% ▇▇ ▇▇▇▇
▇▇.▇ ▇▇▇▇▇▇▇▇▇▇ 0.10% 1 0.13% 1 GACC
24.2 Murfreesboro 0.07% 1 0.10% 1 GACC
24.3 ▇▇▇▇▇▇▇ 0.06% 1 0.09% ▇ ▇▇▇▇
▇▇.▇ ▇▇▇▇▇▇▇▇▇ 0.06% 1 0.08% 1 GACC
24.5 Amarillo 0.05% 1 0.07% 1 GACC
24.6 Thomasville 0.05% 1 0.06% ▇ ▇▇▇▇
▇▇.▇ ▇▇▇▇ ▇▇▇▇▇▇▇ 0.04% 1 0.06% ▇ ▇▇▇▇
▇▇.▇ ▇▇▇▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 0.04% 1 0.06% 1 GACC
24.9 Syracuse 0.04% 1 0.05% ▇ ▇▇▇▇
▇▇.▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ 0.03% 1 0.04% 1 GACC
24.11 ▇▇▇▇▇▇▇ 0.03% 1 0.04% ▇ ▇▇▇▇
▇▇.▇▇ ▇▇▇▇▇▇▇ 0.03% 1 0.04% 1 GACC
24.13 Nampa 0.03% 1 0.04% ▇ ▇▇▇▇
▇▇.▇▇ ▇▇▇▇▇▇▇▇ 0.03% 1 0.03% 1 GACC
24.15 Wichita 0.02% 1 0.03% 1 GACC
24.16 Fort ▇▇▇▇▇ 0.02% 1 0.03% ▇ ▇▇▇▇
▇▇.▇▇ ▇▇▇▇▇▇ 0.02% 1 0.03% 1 GACC
24.18 Boston 0.01% 1 0.02% ▇ ▇▇▇▇
▇▇.▇▇ ▇▇▇▇▇▇▇▇▇▇ 0.01% 1 0.02% 1 GACC
24.20 Walla Walla 0.01% 1 0.01% ▇ ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 0.68% 1 0.93% ▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ 0.62% 2 2.33% 1 GACC
37 ▇▇▇▇▇▇▇▇▇ 0.51% 2 1.93% ▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.51% 1 0.69% ▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ Luxury Townhomes 0.50% 2 1.88% 1 GACC
42 Media Center 0.43% 1 0.59% 1 GACC
46 Mansions at Round Rock 0.42% 2 1.57% 1 GACC
60 ▇▇▇▇▇ ▇▇▇▇▇▇ Mobile Home Park 0.35% 2 1.33% 1 GACC
65 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (HSBC) 0.33% 1 0.45% 1 GACC
68 Albuquerque Portfolio 0.31% 1 0.42% ▇ ▇▇▇▇
▇▇.▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.17% 1 0.23% ▇ ▇▇▇▇
▇▇.▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.14% 1 0.20% 1 ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 0.25% 1 0.34% 1 GACC
104 Cortina Inn & Resort 0.20% 1 0.27% 1 GACC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ Jolla 0.18% 1 0.25% ▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 0.15% 1 0.21% 1 GACC
128 Paragon Building 0.15% 1 0.20% ▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇ 0.13% 1 0.17% ▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ Atrium 0.11% 1 0.14% 1 GACC
180 Roman Gardens Apartments 0.09% 2 0.32% 1 GACC
186 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.07% 1 0.10% 1 GACC
190 ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.07% 1 0.09% 1 GACC
Cut-Off General Detailed Interest
Original Date Property Property Interest Administrative Accrual
Loan No. Balance ($) Balance ($) (3) Type Type Rate Cost Rate Basis
-------- ----------- --------------- -------------------- ---------------------- -------- -------------- ----------
3 204,000,000 204,000,000 Multifamily Conventional 6.2400% 0.02053% Actual/360
3.1 12,400,000 12,400,000 Multifamily Conventional
3.2 10,800,000 10,800,000 Multifamily Conventional
3.3 10,160,000 10,160,000 Multifamily Conventional
3.4 9,920,000 9,920,000 Multifamily Conventional
3.5 9,040,000 9,040,000 Multifamily Conventional
3.6 8,720,000 8,720,000 Multifamily Conventional
3.7 8,480,000 8,480,000 Multifamily Conventional
3.8 8,240,000 8,240,000 Multifamily Conventional
3.9 8,240,000 8,240,000 Multifamily Conventional
3.10 8,160,000 8,160,000 Multifamily Conventional
3.11 7,280,000 7,280,000 Multifamily Conventional
3.12 7,040,000 7,040,000 Multifamily Conventional
3.13 6,720,000 6,720,000 Multifamily Conventional
3.14 6,400,000 6,400,000 Multifamily Conventional
3.15 6,160,000 6,160,000 Multifamily Conventional
3.16 6,000,000 6,000,000 Multifamily Conventional
3.17 5,600,000 5,600,000 Multifamily Conventional
3.18 5,600,000 5,600,000 Multifamily Conventional
3.19 5,360,000 5,360,000 Multifamily Conventional
3.20 5,200,000 5,200,000 Multifamily Conventional
3.21 4,400,000 4,400,000 Multifamily Conventional
3.22 4,320,000 4,320,000 Multifamily Conventional
3.23 4,240,000 4,240,000 Multifamily Conventional
3.24 3,920,000 3,920,000 Multifamily Conventional
3.25 3,680,000 3,680,000 Multifamily Conventional
3.26 3,440,000 3,440,000 Multifamily Conventional
3.27 3,280,000 3,280,000 Multifamily Conventional
3.28 3,200,000 3,200,000 Multifamily Conventional
3.29 2,880,000 2,880,000 Multifamily Conventional
3.30 2,800,000 2,800,000 Multifamily Conventional
3.31 2,720,000 2,720,000 Multifamily Conventional
3.32 2,240,000 2,240,000 Multifamily Conventional
3.33 2,240,000 2,240,000 Multifamily Conventional
3.34 1,840,000 1,840,000 Multifamily Conventional
3.35 1,760,000 1,760,000 Multifamily Conventional
3.36 1,520,000 1,520,000 Multifamily Conventional
7 198,500,000 198,500,000 Various Various 5.5090% 0.02053% Actual/360
7.1 122,383,121 122,383,121 Office CBD
7.2 53,412,700 53,412,700 Office CBD
7.3 22,704,179 22,704,179 Special Purpose Parking Garage
8 175,000,000 175,000,000 Hotel Full Service 5.7120% 0.02053% Actual/360
6 150,000,000 150,000,000 Multifamily Conventional 6.1400% 0.02053% Actual/360
10 120,000,000 119,874,180 Office Suburban 6.0100% 0.04053% Actual/360
11 104,000,000 104,000,000 Retail Regional Mall 5.7990% 0.03053% Actual/360
14 63,000,000 62,859,629 Retail Anchored 5.7540% 0.02053% Actual/360
15 57,020,000 57,020,000 Multifamily Conventional 5.3850% 0.02053% Actual/360
17 55,040,000 55,040,000 Office Medical Office 5.8770% 0.02053% Actual/360
18 54,070,000 54,070,000 Multifamily Conventional 5.4380% 0.02053% Actual/360
21 38,500,000 38,500,000 Manufactured Housing Manufactured Housing 5.6060% 0.02053% Actual/360
22 32,000,000 32,000,000 Retail Anchored 5.7940% 0.02053% Actual/360
23 31,000,000 31,000,000 Multifamily Conventional 5.8490% 0.02053% Actual/360
24 30,000,000 30,000,000 Industrial Warehouse/Distribution 5.3960% 0.02053% Actual/360
24.1 3,757,714 3,757,714 Industrial Warehouse/Distribution
24.2 2,777,143 2,777,143 Industrial Warehouse/Distribution
24.3 2,521,200 2,521,200 Industrial Warehouse/Distribution
24.4 2,365,714 2,365,714 Industrial Warehouse/Distribution
24.5 2,138,400 2,138,400 Industrial Warehouse/Distribution
24.6 1,874,400 1,874,400 Industrial Warehouse/Distribution
24.7 1,636,800 1,636,800 Industrial Warehouse/Distribution
24.8 1,617,000 1,617,000 Industrial Warehouse/Distribution
24.9 1,386,000 1,386,000 Industrial Warehouse/Distribution
24.10 1,302,857 1,302,857 Industrial Warehouse/Distribution
24.11 1,280,400 1,280,400 Industrial Warehouse/Distribution
24.12 1,264,371 1,264,371 Industrial Warehouse/Distribution
24.13 1,095,600 1,095,600 Industrial Warehouse/Distribution
24.14 1,009,800 1,009,800 Industrial Warehouse/Distribution
24.15 910,800 910,800 Industrial Warehouse/Distribution
24.16 750,857 750,857 Industrial Warehouse/Distribution
24.17 745,800 745,800 Industrial Warehouse/Distribution
24.18 587,143 587,143 Industrial Warehouse/Distribution
24.19 565,714 565,714 Industrial Warehouse/Distribution
24.20 412,286 412,286 Industrial Warehouse/Distribution
27 27,000,000 27,000,000 Retail Unanchored 5.6600% 0.02053% Actual/360
29 24,500,000 24,500,000 Multifamily Conventional 5.9450% 0.02053% Actual/360
37 20,300,000 20,300,000 Multifamily Conventional 5.6190% 0.02053% Actual/360
38 20,000,000 20,000,000 Retail Anchored 5.7300% 0.02053% Actual/360
39 19,750,000 19,750,000 Multifamily Conventional 5.9950% 0.02053% Actual/360
42 17,100,000 17,100,000 Office CBD 5.6530% 0.02053% Actual/360
46 16,500,000 16,500,000 Multifamily Conventional 5.6700% 0.02053% Actual/360
60 14,030,000 14,030,000 Manufactured Housing Manufactured Housing 5.6030% 0.02053% Actual/360
65 13,200,000 13,200,000 Office Suburban 5.6750% 0.02053% Actual/360
68 12,250,000 12,250,000 Office Suburban 5.9620% 0.02053% Actual/360
68.1 6,550,000 6,550,000 Office Suburban
68.2 5,700,000 5,700,000 Office Suburban
85 9,860,000 9,860,000 Office Suburban 5.7200% 0.02053% Actual/360
104 7,725,000 7,725,000 Hotel Full Service 6.1000% 0.02053% Actual/360
111 7,200,000 7,200,000 Mixed Use Office/Retail 5.9300% 0.02053% Actual/360
124 6,100,000 6,100,000 Office CBD 5.7000% 0.02053% Actual/360
128 5,800,000 5,800,000 Mixed Use Office/Retail 5.5000% 0.02053% Actual/360
140 5,000,000 4,995,022 Hotel Limited Service 6.0000% 0.02053% Actual/360
160 4,200,000 4,200,000 Office Suburban 5.6690% 0.02053% Actual/360
180 3,380,000 3,380,000 Multifamily Student Housing 6.1330% 0.02053% Actual/360
186 2,900,000 2,900,000 Retail Unanchored 5.6470% 0.02053% Actual/360
190 2,600,000 2,600,000 Mixed Use Multifamily/Retail 5.8000% 0.02053% Actual/360
Original Stated Remaining Original Remaining First Maturity Annual
Term to Maturity Term to Maturity Amortization Amortization Payment Date Debt
Loan No. or APD (mos.) or APD (mos.) Term (mos.) Term (mos.) Date or APD Service ($) (4)
-------- ---------------- ---------------- ------------ ------------ -------- --------- ---------------
3 60 60 0 0 6/1/2007 5/1/2012 12,906,399.96
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
7 120 119 0 0 5/1/2007 4/1/2017 11,087,245.08
7.1
7.2
7.3
8 84 80 0 0 2/1/2007 1/1/2014 10,134,833.28
6 60 58 0 0 4/1/2007 3/1/2012 9,337,916.67
10 153 151 318 316 4/1/2007 12/1/2019 8,085,532.00
11 120 115 0 0 1/1/2007 12/1/2016 6,114,723.36
14 120 119 240 239 5/1/2007 4/1/2017 5,309,477.88
15 120 117 0 0 3/1/2007 2/1/2017 3,113,173.20
17 120 119 360 360 5/1/2007 4/1/2017 3,907,832.88
18 120 117 0 0 3/1/2007 2/1/2017 2,981,164.44
21 120 119 0 0 5/1/2007 4/1/2017 2,188,286.52
22 120 119 221 221 5/1/2007 4/1/2017 2,830,234.68
23 60 58 0 0 4/1/2007 3/1/2012 1,838,373.24
24 109 105 0 0 2/1/2007 2/1/2016 1,641,283.32
24.1
24.2
24.3
24.4
24.5
24.6
24.7
24.8
24.9
24.10
24.11
24.12
24.13
24.14
24.15
24.16
24.17
24.18
24.19
24.20
27 60 59 300 300 5/1/2007 4/1/2012 2,020,720.44
29 60 59 0 0 5/1/2007 4/1/2012 1,476,754.56
37 120 119 0 0 5/1/2007 4/1/2017 1,156,499.40
38 120 120 0 0 6/1/2007 5/1/2017 1,161,916.68
39 120 119 360 360 5/1/2007 4/1/2017 1,420,173.00
42 60 59 0 0 5/1/2007 4/1/2012 980,088.84
46 60 59 0 0 5/1/2007 4/1/2012 948,543.72
60 120 119 0 0 5/1/2007 4/1/2017 797,019.00
65 120 120 0 0 6/1/2007 5/1/2017 759,504.12
68 60 58 360 360 4/1/2007 3/1/2012 877,751.04
68.1
68.2
85 120 119 360 360 5/1/2007 4/1/2017 688,230.12
104 120 120 300 300 6/1/2007 5/1/2017 602,946.72
111 120 120 360 360 6/1/2007 5/1/2017 514,129.68
124 120 119 360 360 5/1/2007 4/1/2017 424,853.16
128 120 117 0 0 3/1/2007 2/1/2017 323,430.60
140 120 119 360 359 5/1/2007 4/1/2017 359,730.36
160 120 119 360 360 5/1/2007 4/1/2017 291,532.44
180 120 117 360 360 3/1/2007 2/1/2017 246,656.64
186 120 119 360 360 5/1/2007 4/1/2017 200,812.08
190 120 119 360 360 5/1/2007 4/1/2017 183,066.96
Monthly Remaining Crossed
Debt Interest Only APD With Related
Loan No. Service ($) (4) Period (mos.) Lockbox (5) (Yes/No) Other Loans Borrower
-------- --------------- ------------- ------------------------------- -------- ----------- --------------
3 1,075,533.33 60 Soft at Closing, Springing Hard No No No
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
7 923,937.09 119 Hard No No No
7.1
7.2
7.3
8 844,569.44 80 Soft No No No
6 778,159.72 58 Soft No No No
10 673,794.33 105 Hard No No No
11 509,560.28 115 Hard No No No
14 442,456.49 0 No No No GECMC 2007-1 B
15 259,431.10 117 No No No GECMC 2007-1 A
17 325,652.74 59 Springing Hard No No No
18 248,430.37 117 No No No GECMC 2007-1 A
21 182,357.21 119 No No No GECMC 2007-1 A
22 235,852.89 11 No No No GECMC 2007-1 B
23 153,197.77 58 No No No No
24 136,773.61 105 Soft No No No
24.1
24.2
24.3
24.4
24.5
24.6
24.7
24.8
24.9
24.10
24.11
24.12
24.13
24.14
24.15
24.16
24.17
24.18
24.19
24.20
27 168,393.37 35 Hard No No No
29 123,062.88 59 No No No No
37 96,374.95 119 No No No No
38 96,826.39 120 Springing Hard No No No
39 118,347.75 71 No No No No
42 81,674.07 59 No No No No
46 79,045.31 59 No No No No
60 66,418.25 119 No No No GECMC 2007-1 A
65 63,292.01 120 Hard No No No
68 73,145.92 34 No No No No
68.1
68.2
85 57,352.51 59 Hard No No No
104 50,245.56 12 No No No No
111 42,844.14 60 No No No No
124 35,404.43 35 No No No No
128 26,952.55 117 No No No No
140 29,977.53 0 Soft at Closing, Springing Hard No No No
160 24,294.37 35 No No No No
180 20,554.72 57 Soft at Closing, Springing Hard No No No
186 16,734.34 59 No No No No
190 15,255.58 35 No No No No
Cut-Off LTV
Grace Payment Appraised Date LTV Ratio at
Loan No. DSCR (4) (6) (7) (8) Period Date Value ($) (9) Ratio (7) Maturity/APD (7)
-------- -------------------- ------ ------- ------------- --------- ----------------
3 1.39 5 1 255,000,000 80.00% 80.00%
3.1 15,500,000
3.2 13,500,000
3.3 12,700,000
3.4 12,400,000
3.5 11,300,000
3.6 10,900,000
3.7 10,600,000
3.8 10,300,000
3.9 10,300,000
3.10 10,200,000
3.11 9,100,000
3.12 8,800,000
3.13 8,400,000
3.14 8,000,000
3.15 7,700,000
3.16 7,500,000
3.17 7,000,000
3.18 7,000,000
3.19 6,700,000
3.20 6,500,000
3.21 5,500,000
3.22 5,400,000
3.23 5,300,000
3.24 4,900,000
3.25 4,600,000
3.26 4,300,000
3.27 4,100,000
3.28 4,000,000
3.29 3,600,000
3.30 3,500,000
3.31 3,400,000
3.32 2,800,000
3.33 2,800,000
3.34 2,300,000
3.35 2,200,000
3.36 1,900,000
7 1.30 5 1 235,050,000 84.45% 84.45%
7.1 145,000,000
7.2 63,150,000
7.3 26,900,000
8 1.47 0 1 600,000,000 70.83% 70.83%
6 2.70 5 1 284,000,000 52.82% 52.82%
10 1.01 5 1 150,000,000 79.92% 74.76%
11 1.43 0 1 1,000,000,000 75.50% 75.50%
14 1.14 5 1 85,000,000 73.95% 48.15%
15 1.00 5 1 76,200,000 74.83% 74.83%
17 1.00 5 1 68,800,000 80.00% 74.71%
18 1.01 5 1 69,280,000 78.05% 78.05%
21 1.09 5 1 49,390,000 77.95% 77.95%
22 1.11 5 1 41,000,000 78.05% 50.67%
23 1.20 5 1 42,700,000 72.60% 72.60%
24 2.09 5 1 461,350,000 75.86% 75.86%
24.1 54,800,000
24.2 40,500,000
24.3 38,200,000
24.4 34,500,000
24.5 32,400,000
24.6 28,400,000
24.7 24,800,000
24.8 24,500,000
24.9 22,000,000
24.10 19,000,000
24.11 19,400,000
24.12 20,600,000
24.13 16,600,000
24.14 15,300,000
24.15 13,800,000
24.16 10,950,000
24.17 11,300,000
24.18 13,700,000
24.19 13,200,000
24.20 7,400,000
27 1.10 5 1 36,000,000 75.00% 72.24%
29 1.44 5 1 31,000,000 79.03% 79.03%
37 1.20 5 1 24,800,000 79.84% 79.84%
38 1.32 5 1 25,000,000 80.00% 80.00%
39 1.25 5 1 24,000,000 82.29% 78.17%
42 1.34 5 1 21,500,000 79.53% 79.53%
46 1.13 5 1 21,130,000 78.09% 78.09%
60 1.12 5 1 20,450,000 68.61% 68.61%
65 1.24 5 1 19,300,000 68.39% 68.39%
68 1.10 5 1 14,400,000 80.00% 77.99%
68.1 7,700,000
68.2 6,700,000
85 1.12 5 1 12,550,000 78.57% 73.22%
104 1.29 5 1 10,350,000 74.64% 60.16%
111 1.19 5 1 9,850,000 73.10% 68.32%
124 1.22 5 1 8,300,000 73.49% 66.03%
128 1.55 5 1 7,800,000 74.36% 74.36%
140 1.53 5 1 6,600,000 75.68% 64.26%
160 1.18 5 1 5,250,000 80.00% 71.83%
180 1.14 5 1 4,310,000 78.42% 73.50%
186 1.22 5 1 4,200,000 69.05% 64.28%
190 1.20 5 1 3,800,000 68.42% 61.59%
Loan No. Address City County State Zip Code
-------- ------------------------------------------------------- --------------- -------------- ------- --------
3 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ Various
3.1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.2 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.3 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.4 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.5 ▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.6 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.7 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.8 ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.9 ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.10 165-167 & ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.11 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.12 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.13 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.14 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.15 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.16 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.17 ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.18 ▇-▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.19 ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.20 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.21 ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.22 ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.23 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.24 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.25 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.26 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.27 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.28 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.29 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.30 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.31 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.32 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.33 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.34 ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.35 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3.36 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
7 Various Various Various Various Various
7.1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
7.2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
7.3 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
8 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
6 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
10 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
11 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
14 ▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
15 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
17 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
18 ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
21 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
22 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Saint ▇▇▇▇▇▇ IN 46614
23 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24 Various Various Various Various Various
24.1 755 East ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.2 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.3 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.4 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.5 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.6 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.7 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.8 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
24.9 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.10 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.11 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
24.12 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.13 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.14 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.15 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.16 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.17 ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.18 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.19 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.20 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇-▇▇▇▇ Broadway & ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
29 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
37 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
39 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
42 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
46 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
60 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
65 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
68 Various Albuquerque ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
68.1 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
68.2 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
85 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
104 ▇▇▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
124 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
128 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
140 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
160 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
180 ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
186 ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
190 ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Net Rentable Units Loan per Net Prepayment
Year Year Area Sq. Ft/Units/ of Rentable Area Provisions
Loan No. Built Renovated Beds/Pads/Keys (10) (11) Measure Sq. Ft./Units ($) (10) (# of payments)
-------- ------- --------- ------------------------ ------- ---------------------- -----------------------------
3 Various Various 1,083 Units 188,366 L(17),YM1(39),O(4)
3.1 1912 66 Units 187,879
3.2 1929 2001 61 Units 177,049
3.3 1915 1985 55 Units 184,727
3.4 1927 1985 50 Units 198,400
3.5 1940 40 Units 226,000
3.6 1930 2001 43 Units 202,791
3.7 1920 2006 54 Units 157,037
3.8 1920 2007 54 Units 152,593
3.9 1926 1988 57 Units 144,561
3.10 1910 1988 49 Units 166,531
3.11 1926 39 Units 186,667
3.12 1905 2005 31 Units 227,097
3.13 1910 41 Units 163,902
3.14 1920 2007 28 Units 228,571
3.15 1900 2003 24 Units 256,667
3.16 1920 2001 19 Units 315,789
3.17 1929 2001 24 Units 233,333
3.18 1902 2001 24 Units 233,333
3.19 1905 2001 24 Units 223,333
3.20 1910 2007 33 Units 157,576
3.21 1904 2001 24 Units 183,333
3.22 1930 20 Units 216,000
3.23 1929 2001 19 Units 223,158
3.24 1920 2007 25 Units 156,800
3.25 1920 2006 20 Units 184,000
3.26 1925 2003 20 Units 172,000
3.27 1900 2006 15 Units 218,667
3.28 1929 2001 20 Units 160,000
3.29 1915 2001 19 Units 151,579
3.30 1900 2001 15 Units 186,667
3.31 1900 2004 20 Units 136,000
3.32 1900 2002 10 Units 224,000
3.33 1900 2002 10 Units 224,000
3.34 1900 2000 10 Units 184,000
3.35 1910 10 Units 176,000
3.36 1915 2002 10 Units 152,000
7 Various Various Various Various 153 L(25),D(91),O(4)
7.1 1973 723,922 Sq. Ft. 169
7.2 1971 2002 428,629 Sq. Ft. 125
7.3 1973 1,905 Spaces 11,918
8 1990 2007 380 Keys 1,118,421 L(11),YM1(17),YM1orD(49),O(7)
6 1965 2007 1,119 Units 134,048 L(23),YM1(33),O(4)
10 1977 448,072 Sq. Ft. 268 L(23),YM1(126),O(4)
11 1992 2005 2,769,954 Sq. Ft. 273 L(29),D(88),O(3)
14 1993 2005 806,105 Sq. Ft. 78 L(25),DorYM1(90),O(5)
15 2001 274 Units 208,102 L(27),YM1(89),O(4)
17 2004 197,004 Sq. Ft. 279 L(25),D(91),O(4)
18 1999 226 Units 239,248 L(27),YM1(89),O(4)
21 1962 1996 541 Pads 71,165 L(25),D(91),O(4)
22 2005 283,051 Sq. Ft. 113 L(25),DorYM1(90),O(5)
23 1950 2006 144 Units 215,278 L(26),D(30),O(4)
24 Various Various 5,489,325 Sq. Ft. 64 L(28),D(76),O(5)
24.1 1973 1978 455,227 Sq. Ft. 96
24.2 1982 2000 226,423 Sq. Ft. 143
24.3 1969 1971 299,776 Sq. Ft. 98
24.4 1999 243,170 Sq. Ft. 114
24.5 1973 2003 163,796 Sq. Ft. 152
24.6 1997 252,419 Sq. Ft. 87
24.7 1985 1995 252,075 Sq. Ft. 76
24.8 1995 270,772 Sq. Ft. 70
24.9 1960 1985 573,183 Sq. Ft. 28
24.10 1990 1993 431,369 Sq. Ft. 35
24.11 1999 127,260 Sq. Ft. 117
24.12 1955 1989 188,734 Sq. Ft. 78
24.13 1946 1974 458,518 Sq. Ft. 28
24.14 1952 1979 327,601 Sq. Ft. 36
24.15 1972 1984 168,007 Sq. Ft. 63
24.16 1960 2005 118,003 Sq. Ft. 74
24.17 1998 111,499 Sq. Ft. 78
24.18 1969 2004 260,356 Sq. Ft. 26
24.19 1973 398,223 Sq. Ft. 17
24.20 1960 1968 162,914 Sq. Ft. 30
27 1912 2001 29,875 Sq. Ft. 904 L(12),YM1(44),O(4)
29 2006 314 Units 78,025 L(25),D(31),O(4)
37 1988 344 Units 59,012 L(25),D(91),O(4)
38 1976 2007 115,321 Sq. Ft. 173 L(13),YM5(103),O(4)
39 1993 166 Units 118,976 L(25),D(91),O(4)
42 1984 73,162 Sq. Ft. 234 L(25),D(31),O(4)
46 2001 256 Units 64,453 L(11),YM1(36),O(13)
60 1979 147 Pads 95,442 L(25),D(91),O(4)
65 1988 2000 100,000 Sq. Ft. 132 L(24),D(92),O(4)
68 Various 116,278 Sq. Ft. 105 L(26),D(30),O(4)
68.1 1974 66,196 Sq. Ft. 99
68.2 1987 50,082 Sq. Ft. 114
85 1979 124,977 Sq. Ft. 79 L(25),D(91),O(4)
104 1966 96 Keys 80,469 L(24),D(92),O(4)
111 1982 25,935 Sq. Ft. 278 L(24),YM1(92),O(4)
124 1929 1982 102,568 Sq. Ft. 59 L(25),D(91),O(4)
128 1888 2000 5,746 Sq. Ft. 1,009 L(27),D(89),O(4)
140 2002 83 Keys 60,181 L(25),D(91),O(4)
160 1975 2006 44,670 Sq. Ft. 94 L(25),D(91),O(4)
180 1964 47 Units 71,915 L(27),D(89),O(4)
186 1910 2006 5,000 Sq. Ft. 580 L(25),D(91),O(4)
190 1907 2007 4 Units 650,000 L(25),D(91),O(4)
Third Third Most Second Second Most
Most Recent Recent NOI Most Recent Recent NOI
Loan No. Loan No. Property Name NOI ($) Date NOI ($) Date
-------- -------- ----------------------------------- ----------- ---------- ----------- -----------------------
3 3 Manhattan Apartment Portfolio
3.1 3.1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
3.2 3.2 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.3 3.3 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
3.4 3.4 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3.5 3.5 ▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3.6 3.6 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.7 3.7 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
3.8 3.8 ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
3.9 3.9 ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.10 3.10 165-167 & ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3.11 3.11 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.12 3.12 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.13 3.13 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.14 3.14 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3.15 3.15 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.16 3.16 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.17 3.17 ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.18 3.18 ▇-▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.19 3.19 ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.20 3.20 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.21 3.21 ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.22 3.22 ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.23 3.23 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.24 3.24 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3.25 3.25 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.26 3.26 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.27 3.27 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.28 3.28 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.29 3.29 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.30 3.30 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.31 3.31 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.32 3.32 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.33 3.33 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.34 3.34 ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.35 3.35 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.36 3.36 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
7 7 ▇▇ ▇▇▇▇▇▇ Portfolio
7.1 7.1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
7.2 7.2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
7.3 7.3 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Garage
8 8 Four Seasons Resort Maui 23,355,200 12/31/2004 29,550,300 12/31/2005
6 6 The Enclave 5,184,799 12/31/2004 5,483,403 12/31/2005
10 10 Wellpoint Office Tower 6,608,040 12/31/2004 7,054,193 12/31/2005
▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ 52,840,954 12/31/2004 60,224,673 12/31/2005
14 14 Crossing at Hobart 6,420,164 12/31/2004 5,996,963 12/31/2005
15 15 Palma Sorrento Apartments 2,536,096 12/31/2004 2,813,992 12/31/2005
17 17 Presbyterian Plano Medical Office 1,761,683 12/31/2005
18 18 Villa Veneto Apartments 2,567,412 12/31/2004 2,785,192 12/31/2005
21 21 Magic Sands Mobile Home Park 2,462,127 12/31/2004 2,482,825 12/31/2005
22 22 ▇▇▇▇▇▇▇ Village
23 23 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1,282,355 12/31/2004 1,514,307 12/31/2005
24 24 Americold Portfolio 37,188,835 12/31/2005
24.1 24.1 Clearfield 5,345,379 12/31/2005
24.2 24.2 Murfreesboro 2,383,117 12/31/2005
24.3 24.3 ▇▇▇▇▇▇▇ 3,500,395 12/31/2005
24.4 24.4 Strasburg 2,167,726 12/31/2005
24.5 24.5 Amarillo 2,809,742 12/31/2005
24.6 24.6 Thomasville 1,692,839 12/31/2005
24.7 24.7 West Memphis 2,176,644 12/31/2005
▇▇.▇ ▇▇.▇ ▇▇▇▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2,521,999 12/31/2005
24.9 24.9 Syracuse 1,911,057 12/31/2005
24.10 24.10 Atlanta - Westgate 928,833 12/31/2005
24.11 24.11 ▇▇▇▇▇▇▇ 1,742,658 12/31/2005
24.12 24.12 Turlock 1,813,510 12/31/2005
24.13 24.13 Nampa 705,714 12/31/2005
24.14 24.14 ▇▇▇▇▇▇▇▇ 1,644,827 12/31/2005
24.15 24.15 Wichita 1,172,964 12/31/2005
24.16 24.16 Fort ▇▇▇▇▇ 686,442 12/31/2005
24.17 24.17 ▇▇▇▇▇▇ 908,144 12/31/2005
24.18 24.18 Boston 1,031,705 12/31/2005
24.19 24.19 Bettendorf 1,416,935 12/31/2005
24.20 24.20 Walla Walla 628,207 12/31/2005
27 27 1604 Broadway
▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ 1,443,865 12/31/2005
38 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 777,487 12/31/2004 864,583 12/31/2005
39 39 Deerfield Luxury Townhomes 1,452,338 12/31/2005
42 42 Media Center 1,581,098 12/31/2005
46 46 Mansions at Round Rock 984,232 12/31/2004 1,034,529 12/31/2005
60 60 ▇▇▇▇▇ ▇▇▇▇▇▇ Mobile Home Park 1,020,469 12/31/2004 1,093,896 12/31/2005
65 65 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (HSBC) 1,024,756 12/31/2004 1,115,633 12/31/2005
68 68 Albuquerque Portfolio 945,259 12/31/2004 865,469 12/31/2005
68.1 68.1 Granada Business Center 477,210 12/31/2004 419,821 12/31/2005
68.2 68.2 Granada Square 468,049 12/31/2004 445,648 12/31/2005
85 85 2400 Augusta Office Building 998,062 12/31/2004 860,874 12/31/2005
104 104 Cortina Inn & Resort 945,691 12/31/2005
111 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ Jolla 366,417 10 Mos. ▇▇▇. 12/31/2005
124 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 333,949 12/31/2004 347,236 12/31/2005
128 128 Paragon Building 288,530 12/31/2005
140 140 Holiday Inn Express - Waterford 520,465 12/31/2004 512,073 12/31/2005
160 160 Ashford Atrium 471,233 12/31/2004 507,810 12/31/2005
180 180 Roman Gardens Apartments 311,531 12/31/2004 299,619 12/31/2005
186 186 1242 ▇▇▇▇▇▇ Street
190 190 ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 149,150 12/31/2005
Most Recent
Most Recent NOI Underwritten Underwritten Underwritten Underwritten Underwritten Underwritten
Loan No. NOI ($) Date NOI ($) Revenue ($) EGI ($) Expenses ($) Reserves ($) TI/LC ($)
-------- ----------- --------------- ------------ ------------ ------------ ------------ ------------ ------------
3 5,415,658 12/31/2006 18,001,713 24,490,750 24,490,750 6,489,037
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
7 14,501,081 12,208,220 24,845,982 10,344,901 90,488
7.1 9,181,376 6,871,376 15,181,999 6,000,623
7.2 4,081,215 3,146,957 7,474,096 3,392,881 42,863
7.3 1,238,490 2,189,887 2,189,887 951,397 47,625
8 32,804,400 T-12 8/31/2006 41,212,490 85,856,000 126,986,000 85,773,510 5,079,440
6 6,971,697 12/31/2006 25,532,683 33,270,622 33,692,495 8,159,812 279,750
10 7,541,711 12/31/2006 8,205,531 8,205,531 13,742,125 5,536,594
11 59,371,431 T-12 8/31/2006 65,918,997 120,404,621 115,016,535 49,097,538 471,480 2,138,674
14 6,672,601 12/31/2006 6,533,164 6,824,108 9,422,698 2,889,534 120,916 353,767
15 3,261,059 T-12 11/30/2006 3,172,807 4,710,423 4,967,154 1,794,347 68,500
17 3,366,819 12/31/2006 4,130,970 4,347,583 6,557,276 2,426,306 29,550 196,393
18 3,060,096 T-12 11/30/2006 3,054,411 4,455,618 4,669,652 1,615,241 56,500
21 2,863,050 12/31/2006 2,401,437 3,550,695 4,705,144 2,303,707 27,050
22 1,437,903 12/31/2006 3,342,857 3,483,593 4,788,805 1,445,948 42,458 158,810
23 2,137,222 12/31/2006 2,240,156 2,542,439 2,979,551 739,395 36,000
24 37,446,508 T-12 9/30/2006 41,115,925 116,585,479 116,585,479 75,469,555 1,105,575
24.1 4,949,524 T-12 9/30/2006 5,081,464 9,655,201 9,655,201 4,573,737 91,685
24.2 3,155,606 T-12 9/30/2006 3,975,530 12,454,341 12,454,341 8,478,811 45,603
24.3 3,280,928 T-12 9/30/2006 3,363,701 6,389,254 6,389,254 3,025,554 60,376
24.4 2,765,486 T-12 9/30/2006 3,363,155 10,996,308 10,996,308 7,633,153 48,976
24.5 2,803,472 T-12 9/30/2006 2,812,801 6,003,360 6,003,360 3,190,560 32,989
24.6 2,548,935 T-12 9/30/2006 2,181,244 4,156,387 4,156,387 1,975,143 50,838
24.7 2,220,892 T-12 9/30/2006 2,217,251 5,647,211 5,647,211 3,429,960 50,769
24.8 2,128,753 T-12 9/30/2006 2,139,230 6,074,977 6,074,977 3,935,747 54,535
24.9 1,664,473 T-12 9/30/2006 1,832,432 5,443,911 5,443,911 3,611,479 115,442
24.10 218,243 T-12 9/30/2006 2,645,810 16,448,751 16,448,751 13,802,942 86,880
24.11 1,747,047 T-12 9/30/2006 1,668,339 2,365,530 2,365,530 697,191 25,631
24.12 1,740,461 T-12 9/30/2006 1,467,550 3,243,941 3,243,941 1,776,391 38,012
24.13 1,179,321 T-12 9/30/2006 1,445,488 2,827,338 2,827,338 1,381,850 92,348
24.14 1,352,782 T-12 9/30/2006 1,450,820 4,470,827 4,470,827 3,020,007 65,980
24.15 1,154,472 T-12 9/30/2006 1,210,851 3,727,253 3,727,253 2,516,402 33,837
24.16 938,400 T-12 9/30/2006 1,087,716 2,891,440 2,891,440 1,803,724 23,766
24.17 930,799 T-12 9/30/2006 978,546 3,087,682 3,087,682 2,109,136 22,456
24.18 1,279,483 T-12 9/30/2006 763,636 3,696,335 3,696,335 2,932,699 52,437
24.19 698,519 T-12 9/30/2006 921,826 5,841,657 5,841,657 4,919,831 80,204
24.20 688,912 T-12 9/30/2006 508,533 1,163,773 1,163,773 655,240 32,812
27 2,241,481 4,209,875 5,280,428 3,038,947 4,481 8,963
29 2,358,014 ▇▇▇. 1/31/2007 2,192,624 3,550,569 3,689,145 1,496,521 62,800
37 1,435,752 12/31/2006 1,419,956 2,455,742 2,560,004 1,140,048 68,800
38 923,219 12/31/2006 1,614,425 1,648,893 2,042,546 428,121 17,298 57,660
39 1,549,787 12/31/2006 1,530,018 1,922,792 2,042,482 512,464 41,500
42 1,518,485 T-12 11/30/2006 1,398,591 1,784,172 2,043,808 645,217 12,438 74,678
46 1,045,247 12/31/2006 1,124,756 2,231,748 2,336,555 1,211,799 51,200
60 1,059,226 12/31/2006 903,355 1,268,079 1,599,841 696,486 7,350
65 1,277,324 12/31/2006 1,154,964 1,228,081 1,418,138 263,174 15,000 198,720
68 970,968 12/31/2006 1,014,212 1,524,752 1,535,806 521,594 23,063 80,869
68.1 473,719 12/31/2006 484,110 717,382 717,382 233,272 13,005 44,802
68.2 497,249 12/31/2006 530,102 807,370 818,424 288,322 10,058 36,067
85 766,809 12/31/2006 920,662 1,784,482 1,867,247 946,585 27,470 119,090
104 1,287,015 12/31/2006 945,279 2,498,050 4,169,780 3,224,501 166,791
111 405,503 ▇▇▇. 10/31/2006 635,494 830,110 1,021,894 386,400 5,181 19,429
124 656,919 ▇▇▇. 2/2/2007 640,942 1,256,951 1,302,362 661,420 20,514 102,568
128 514,758 12/31/2006 510,789 541,219 610,139 99,350 1,149 8,619
140 728,524 12/31/2006 626,489 1,851,452 1,872,663 1,246,174 74,907
160 512,589 12/31/2006 398,949 673,244 689,928 290,979 8,928 44,640
180 284,090 12/31/2006 298,154 497,686 550,691 252,537 16,450
186 251,805 298,807 307,664 55,859 1,000 5,000
190 149,150 12/31/2006 225,399 170,270 256,670 31,271 2,336 2,500
Underwritten Lease
Loan No. Net Cash Flow ($) Largest Tenant SF Expiration
-------- ----------------- ---------------------------------------------------- ------- ----------
3 18,001,713
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
7 14,410,593
7.1 9,181,376 JPMorgan Chase Bank, N.A. 723,922 9/30/2021
7.2 4,038,352 JPMorgan Chase Bank, N.A. 428,629 9/30/2021
7.3 1,190,865
8 36,133,050
6 25,252,933
10 8,205,531 Wellpoint Heath Networks, Inc. 448,072 12/31/2019
11 63,308,844 Macy's 276,581 8/1/2015
14 6,058,481 Wal-Mart 206,408 3/31/2023
15 3,104,307
17 3,905,027 Presbyterian Plano Center for Diagnostics and Surgey 67,761 1/31/2025
18 2,997,911
21 2,374,387
22 3,141,589 Bed Bath & Beyond 28,000 1/31/2016
23 2,204,156
24 40,010,350
24.1 4,989,779
24.2 3,929,927
24.3 3,303,325
24.4 3,314,179
24.5 2,779,812
24.6 2,130,406
24.7 2,166,482
24.8 2,084,695
24.9 1,716,990
24.10 2,558,930
24.11 1,642,708
24.12 1,429,538
24.13 1,353,140
24.14 1,384,840
24.15 1,177,014
24.16 1,063,950
24.17 956,090
24.18 711,199
24.19 841,622
24.20 475,721
27 2,228,037 Spotlight Times Square, LLC 22,809 4/30/2017
29 2,129,824
37 1,351,156
38 1,539,467 King Ranch Markets 43,130 12/31/2022
39 1,488,518
42 1,311,475 ▇▇▇▇▇▇ ▇▇▇▇▇ Entertainment, Inc. 12,147 5/31/2011
46 1,073,556
60 896,005
65 941,244 HSBC Finance Corp. 100,000 11/30/2010
68 910,279
68.1 426,303 Urology Group of NM 5,869 1/31/2010
68.2 483,977 Gruet Grill 4,461 8/31/2010
85 774,102 Alliance Residential Management 22,712 4/30/2012
104 778,488
111 610,884 Center for English 8,850 2/21/2008
124 517,860 Charm Net 7,583 3/31/2008
128 501,021 Ritz Carlton 3,816 11/30/2011
140 551,582
160 345,381 Eagle Information Mapping 6,368 11/30/2008
180 281,704
186 245,805 The Children's Place 3,500 6/30/2016
190 220,563 LA National 2,500 1/31/2012
Lease
Loan No. 2nd Largest Tenant SF Expiration 3rd Largest Tenant
-------- ------------------------------------------------- ------- ---------- -----------------------------
3
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
7
7.1
7.2
7.3
8
6
10
11 Bloomingdales 218,887 8/31/2012 Nordstrom
14 Value City Dept. Store 102,789 1/31/2010 Hobby Lobby
15
17 Texas Back Institute Physicians, P.A. 44,086 2/28/2015 Cambridge Holdings
18
21
22 TJ Maxx 28,000 10/31/2016 DSW
23
24
24.1
24.2
24.3
24.4
24.5
24.6
24.7
24.8
24.9
24.10
24.11
24.12
24.13
24.14
24.15
24.16
24.17
24.18
24.19
24.20
27 Sbarro's 7,066 7/31/2009
29
37
38 Auto Zone 6,000 4/30/2010 Alliance Laundry Systems, LLC
39
42 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Law offices of ▇▇▇▇▇▇ & ▇▇▇▇▇) 7,793 2/13/2010 Pixel Blues, Inc.
46
60
65
68
68.1 Hurley, Toevs, Styles, ▇▇▇▇▇▇▇ & Pante 5,546 10/31/2007 ▇▇▇▇▇▇ ▇▇▇▇▇
68.2 Rio Grande Portland, Inc. 4,107 3/31/2009 Alliance Home Health Care
85 American Diabetes 4,303 7/31/2009 Republic of Columbia
104
111 Union Fidelity 7,900 11/30/2007 Integrative Thermal Imaging
▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇ 5,952 6/30/2010 International Social Service
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ 1,930 10/31/2007
140
160 Nami Resources 6,249 9/30/2008 Klentzman, Knight & ▇▇▇▇▇▇▇▇
180
186 Gamestop 1,500 9/30/2013
▇▇▇ ▇▇ ▇▇▇▇ Discount 2,500 12/31/2011
Upfront Monthly
Lease Occupancy Occupancy Replacement Replacement Upfront Monthly Monthly Tax
Loan No. SF Expiration Rate (12) (13) As-of Date Reserves ($) Reserves ($) TI/LC ($) TI/LC ($) Escrow ($)
-------- ------- ---------- -------------- ---------- ------------ ------------ --------- --------- -----------
3 96.9% 1/1/2007 123,591
3.1 93.9% 1/1/2007
3.2 98.4% 1/1/2007
3.3 100.0% 1/1/2007
3.4 94.0% 1/1/2007
3.5 97.6% 1/1/2007
3.6 95.3% 1/1/2007
3.7 98.1% 1/1/2007
3.8 98.2% 1/1/2007
3.9 94.7% 1/1/2007
3.10 98.0% 1/1/2007
3.11 97.4% 1/1/2007
3.12 100.0% 1/1/2007
3.13 97.6% 1/1/2007
3.14 82.1% 1/1/2007
3.15 95.8% 1/1/2007
3.16 100.0% 1/1/2007
3.17 100.0% 1/1/2007
3.18 95.8% 1/1/2007
3.19 100.0% 1/1/2007
3.20 97.0% 1/1/2007
3.21 100.0% 1/1/2007
3.22 100.0% 1/1/2007
3.23 100.0% 1/1/2007
3.24 88.0% 1/1/2007
3.25 100.0% 1/1/2007
3.26 100.0% 1/1/2007
3.27 100.0% 1/1/2007
3.28 90.0% 1/1/2007
3.29 100.0% 1/1/2007
3.30 100.0% 1/1/2007
3.31 90.0% 1/1/2007
3.32 100.0% 1/1/2007
3.33 100.0% 1/1/2007
3.34 100.0% 1/1/2007
3.35 100.0% 1/1/2007
3.36 100.0% 1/1/2007
7 100.0% 4/1/2007 1,200 28,971
7.1 100.0% 4/1/2007
7.2 100.0% 4/1/2007
7.3 100.0% 4/1/2007
8 85.3% 8/31/2006
6 76.0% 1/31/2007 78,065
10 100.0% 4/1/2007
11 210,664 8/6/2022 94.0% 11/2/2006
14 60,000 8/31/2014 99.1% 3/7/2007
15 90.9% 1/3/2007 64,254
17 22,222 5/31/2012 96.8% 4/1/2007 2,463 890,000 16,417 67,564
18 94.2% 1/3/2007 62,305
21 100.0% 2/23/2007 32,377
22 26,069 10/31/2020 69.8% 3/5/2007
23 96.5% 2/14/2007 25,880
24 78.4% Various
24.1 83.6% 10/10/2006
24.2 79.7% 11/6/2006
24.3 89.8% 10/1/2006
24.4 90.6% 10/9/2006
24.5 92.3% 10/1/2006
24.6 83.8% 10/1/2006
24.7 81.9% 10/1/2006
24.8 91.6% 10/1/2006
24.9 41.0% 12/3/2006
24.10 80.3% 10/1/2006
24.11 50.2% 10/18/2006
24.12 89.7% 10/1/2006
24.13 40.5% 10/9/2006
24.14 53.1% 10/16/2006
24.15 87.1% 10/1/2006
24.16 83.6% 10/1/2006
24.17 93.2% 10/10/2006
24.18 90.0% 10/3/2006
24.19 45.3% 9/27/2006
24.20 31.3% 10/1/2006
27 100.0% 3/27/2007 375 2,490
29 93.3% 3/8/2007 5,234 17,341
37 90.1% 3/16/2007 600,000 5,734 15,135
38 4,383 1/31/2014 97.9% 2/21/2007 911 4,806 8,796
39 97.0% 3/7/2007 3,459 9,914
42 6,029 6/30/2008 93.4% 12/31/2006 915 225,000 19,902
46 93.8% 3/1/2007 4,267 39,898
60 100.0% 2/23/2007 13,163
65 100.0% 4/1/2007 1,250
68 89.2% 2/12/2007 1,922 6,727 8,337
68.1 3,795 7/31/2007 85.0% 2/12/2007
68.2 3,670 10/31/2009 94.7% 2/12/2007
85 3,985 8/31/2011 86.0% 3/5/2007 2,338 85,000 9,925 23,599
104 62.0% 2/26/2007 13,900 4,325
111 4,250 5/31/2012 94.6% 3/18/2007 432 250,000 9,011
124 5,856 3/31/2012 87.5% 3/22/2007 1,710 8,548 7,599
128 100.0% 1/1/2007
140 71.7% 12/31/2006 6,316 7,838
160 3,801 11/30/2007 97.4% 3/7/2007 747 200,000 3,731 5,846
180 93.6% 1/22/2007 1,371 1,094
186 100.0% 3/22/2007 84 417 3,545
190 100.0% 12/31/2006 196 1,381
Upfront
Monthly Insurance Engineering Other
Loan No. Escrow ($) Reserve ($) Reserves ($)
-------- ----------------- ----------- ----------------------------------
3 37,295 38,000,000
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
7 3,750
7.1
7.2
7.3
8
6 31,423 61,327,949
10
11 25,000
14
15 5,381
17 3,634 22,729
18 5,094
21 1,886
22 1,000,000
23 6,011
24
24.1
24.2
24.3
24.4
24.5
24.6
24.7
24.8
24.9
24.10
24.11
24.12
24.13
24.14
24.15
24.16
24.17
24.18
24.19
24.20
27 2,394 1,875
29 12,931
37 5,435 500,000
38 1,260 400,000 300,000
39 5,717 17,250
42 1,397 97,500 43,137
46 4,248 27,813
60 1,482
65
68 3,963 59,345 730,000
68.1
68.2
85 3,307 19,375 9,125
104 4,016 67,500 75,000 (Upfront); 21,429 (Monthly)
111 762 9,375
124 1,785 58,500 329,116
128
140 1,191 185,155 (Upfront); 2,645 (Monthly)
160 6,257
180 1,507 15,625 76,000
186 11,000
190 150,000
Loan No. Description Other Reserves
-------- -------------------------------------------------------------------------------------------------------------------------
3 Collateral Reserve
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
7
7.1
7.2
7.3
8
6 Capital Expenditures Reserve ($34,980,000); Interest Reserve ($26,300,000); Environmental Reserve ($47,949)
10 Interest Reserve (monthly from period 49 through 105 - see amort schedule)
11
14
15
17 Ground Rent Reserve ($22,728.50 / month)
18
21
22 Debt Service Reserve
23
24
24.1
24.2
24.3
24.4
24.5
24.6
24.7
24.8
24.9
24.10
24.11
24.12
24.13
24.14
24.15
24.16
24.17
24.18
24.19
24.20
27
29
37 Earnout Holdback
38 PetSmart Reserve
39
42 MCG Tenant Improvement Reserve ($32,380); MCG Rent Reserve ($10,757)
46
60
65
68 Earnout Holdback
68.1
68.2
85 Lone Star Reserve ($7,625); ▇▇▇▇▇▇ ▇▇▇▇▇▇ Reserve ($1,500)
104 Seasonality Reserve (Monthly collected July through October and December through March)
111
124 Occupancy Holdback ($225,000); ISS Rent Reserve ($104,116)
128
140 Debt Service Reserve ($179,865.16); Seasonality Reserve Upfront ($5,290), Seasonality Reserve Monthly ($2,645)
160
180 Seasonality Reserve
186 Gamestop Reserve
190 Retail Tenant Reserves
Environmental
Letter of Report Engineering Appraisal
Loan No. Credit Date Report Date As-of Date
-------- ---------------- ------------- ----------- ----------
3 Various Various 3/14/2007
3.1 3/22/2007 3/16/2007 3/14/2007
3.2 2/28/2007 3/16/2007 3/14/2007
3.3 3/16/2007 3/16/2007 3/14/2007
3.4 3/22/2007 3/16/2007 3/14/2007
3.5 3/22/2007 3/16/2007 3/14/2007
3.6 3/22/2007 3/2/2007 3/14/2007
3.7 3/22/2007 3/16/2007 3/14/2007
3.8 3/22/2007 3/16/2007 3/14/2007
3.9 3/22/2007 3/16/2007 3/14/2007
3.10 3/16/2007 3/16/2007 3/14/2007
3.11 3/22/2007 3/16/2007 3/14/2007
3.12 3/16/2007 3/16/2007 3/14/2007
3.13 3/16/2007 3/16/2007 3/14/2007
3.14 3/22/2007 3/16/2007 3/14/2007
3.15 3/22/2007 3/2/2007 3/14/2007
3.16 2/28/2007 3/16/2007 3/14/2007
3.17 3/16/2007 3/16/2007 3/14/2007
3.18 3/16/2007 3/16/2007 3/14/2007
3.19 3/16/2007 3/16/2007 3/14/2007
3.20 3/22/2007 3/2/2007 3/14/2007
3.21 3/16/2007 3/16/2007 3/14/2007
3.22 3/22/2007 3/16/2007 3/14/2007
3.23 3/16/2007 3/16/2007 3/14/2007
3.24 3/22/2007 3/16/2007 3/14/2007
3.25 3/22/2007 3/16/2007 3/14/2007
3.26 3/16/2007 3/2/2007 3/14/2007
3.27 3/16/2007 3/2/2007 3/14/2007
3.28 3/16/2007 3/16/2007 3/14/2007
3.29 3/16/2007 3/16/2007 3/14/2007
3.30 2/28/2007 3/16/2007 3/14/2007
3.31 3/22/2007 3/2/2007 3/14/2007
3.32 3/16/2007 3/16/2007 3/14/2007
3.33 3/16/2007 3/16/2007 3/14/2007
3.34 3/22/2007 3/21/2007 3/14/2007
3.35 3/22/2007 3/16/2007 3/14/2007
3.36 3/16/2007 3/16/2007 3/14/2007
7 2/13/2007 2/13/2007 Various
7.1 2/13/2007 2/13/2007 2/22/2007
7.2 2/13/2007 2/13/2007 2/20/2007
7.3 2/13/2007 2/13/2007 2/22/2007
8 12/29/2006 11/9/2006 12/1/2006
6 2/14/2007 2/13/2007 2/8/2007
10 2/8/2007 2/7/2007 2/8/2007
11 11/1/2006 9/29/2006 9/12/2006
14 1/9/2007 1/9/2007 1/12/2007
15 10/30/2006 10/30/2006 10/17/2006
17 8/31/2006 8/25/2006 9/25/2007
18 10/30/2006 10/30/2006 10/17/2006
21 10/31/2006 10/30/2006 10/24/2006
22 Yes ($1,000,000) 1/5/2007 1/9/2007 1/12/2007
23 1/25/2007 1/25/2007 1/23/2007
24 Various Various Various
24.1 10/6/2006 10/6/2006 10/10/2006
24.2 11/10/2006 11/10/2006 11/6/2006
24.3 10/6/2006 10/6/2006 10/1/2006
24.4 10/6/2006 10/6/2006 10/9/2006
24.5 10/6/2006 10/6/2006 10/1/2006
24.6 10/6/2006 10/6/2006 10/1/2006
24.7 10/6/2006 10/6/2006 10/1/2006
24.8 10/6/2006 10/6/2006 10/1/2006
24.9 12/5/2006 12/6/2006 12/3/2006
24.10 10/6/2006 10/6/2006 10/1/2006
24.11 10/6/2006 10/6/2006 10/18/2006
24.12 10/6/2006 10/6/2006 10/1/2006
24.13 10/6/2006 10/6/2006 10/9/2006
24.14 10/6/2006 10/6/2006 10/16/2006
24.15 10/6/2006 10/6/2006 10/1/2006
24.16 12/5/2006 10/6/2006 10/1/2006
24.17 10/6/2006 10/6/2006 10/10/2006
24.18 10/18/2006 10/6/2006 10/3/2006
24.19 10/6/2006 10/6/2006 9/27/2006
24.20 10/6/2006 10/6/2006 10/1/2006
27 3/20/2007 3/20/2007 3/13/2007
29 1/26/2007 1/26/2007 2/1/2007
37 3/21/2007 3/9/2007 2/23/2007
38 3/2/2007 3/2/2007 6/5/2008
39 3/20/2007 3/16/2007 3/14/2007
42 1/23/2007 3/8/2007 3/6/2007
46 2/13/2007 2/14/2007 2/21/2007
60 1/15/2007 1/17/2007 1/12/2007
65 2/28/2007 2/28/2007 2/10/2007
68 Yes ($730,000) 1/19/2007 1/19/2007 1/25/2007
68.1 1/19/2007 1/19/2007 1/25/2007
68.2 1/19/2007 1/19/2007 1/25/2007
85 12/31/2006 1/2/2007 2/28/2007
104 2/6/2007 2/8/2007 1/1/2007
111 3/8/2007 1/11/2007 7/1/2007
124 1/15/2007 1/12/2007 1/11/2007
128 1/10/2007 1/11/2007 1/8/2007
140 9/1/2006 9/6/2006 9/1/2006
160 1/10/2007 1/12/2007 1/3/2007
180 12/6/2006 12/6/2006 12/8/2006
186 1/12/2007 1/12/2007 1/1/2007
190 2/21/2007 2/21/2007 2/13/2007
Loan No. Sponsor (14)
-------- ---------------------------------------------------------------------------------------------
3 ▇▇▇▇▇▇, ▇▇▇▇; The Praedium Fund VI, L.P.
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
7 Crystal River Capital, Inc.
7.1
7.2
7.3
8 MSD Capital, L.P.
6 Stellar Management
10 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.; ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇.▇.
11 Triple Five National Development Corporation
14 Jubilee Limited Partnership
15 ▇▇▇▇▇▇▇, ▇▇▇▇ ▇.; ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.; ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.; ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
17 Cambridge Holdings Incorporated
18 ▇▇▇▇▇▇▇, ▇▇▇▇ ▇.; ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.; ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.; ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
21 ▇▇▇▇▇▇▇, ▇▇▇▇ ▇.; ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.; ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.; ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
22 Jubilee Limited Partnership; Kimco Realty Corp.; Kite South Bend, LLC
23 Deduvkaj, Gjelosh; Deduvkaj, Maruka
24 Americold Realty Trust
24.1
24.2
24.3
24.4
24.5
24.6
24.7
24.8
24.9
24.10
24.11
24.12
24.13
24.14
24.15
24.16
24.17
24.18
24.19
24.20
27 ▇▇ ▇▇▇▇▇ Realty Corp.
29 ▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
37 ▇▇▇▇▇▇▇, ▇▇▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
38 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
39 ▇▇▇▇▇▇, ▇▇▇▇
42 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
46 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
60 ▇▇▇▇▇▇▇, ▇▇▇▇ ▇.; ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.; ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.; ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
65 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
68 ▇▇▇▇▇▇▇▇, ▇▇▇; ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
68.1
68.2
85 Adler, Uri; ▇▇▇▇▇▇▇, ▇▇▇; ▇▇▇▇▇, ▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.; ▇▇▇, ▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
104 ▇▇▇▇, ▇▇▇
111 ▇▇▇▇▇, ▇▇▇▇▇▇▇
124 ▇▇▇▇▇, ▇▇▇▇▇▇▇
128 ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
140 ▇▇▇▇▇▇▇, ▇▇▇▇▇; Kalabat, Salam
160 ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.
180 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
186 ▇▇▇▇▇, ▇▇▇▇▇▇; ▇▇▇▇▇▇, ▇▇▇; ▇▇▇▇▇, ▇▇▇▇; ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
190 Khadeida, Albert
GE COMMERCIAL MORTGAGE CORPORATION, SERIES ▇▇▇▇-▇▇
▇▇▇▇▇ ▇-▇ - ▇▇▇▇▇▇▇ CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
PROPERTIES
Detailed % of % of Applicable Mortgage
Property Initial Pool Loan Group Loan Group # of Loan
Loan No. Name Balance One or Two Balance Properties Seller(2)
-------- ---------------------------------- ------------ ---------- --------------- ---------- ---------
3 Manhattan Apartment Portfolio 5.16% 2 19.40% 36 GACC
3.1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.31% 2 1.18% 1 GACC
3.2 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.27% 2 1.03% 1 GACC
3.3 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.26% 2 0.97% 1 GACC
3.4 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.25% 2 0.94% 1 GACC
3.5 ▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.23% 2 0.86% 1 GACC
3.6 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.22% 2 0.83% 1 GACC
3.7 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.21% 2 0.81% 1 GACC
3.8 ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.21% 2 0.78% 1 GACC
3.9 ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.21% 2 0.78% 1 GACC
3.10 165-167 & ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.21% 2 0.78% 1 GACC
3.11 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.18% 2 0.69% 1 GACC
3.12 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.18% 2 0.67% 1 GACC
3.13 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.17% 2 0.64% 1 GACC
3.14 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.16% 2 0.61% 1 GACC
3.15 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.16% 2 0.59% 1 GACC
3.16 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.15% 2 0.57% 1 GACC
3.17 ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.14% 2 0.53% 1 GACC
3.18 ▇-▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.14% 2 0.53% 1 GACC
3.19 ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.14% 2 0.51% 1 GACC
3.20 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.13% 2 0.49% 1 GACC
3.21 ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.11% 2 0.42% 1 GACC
3.22 ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.11% 2 0.41% 1 GACC
3.23 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.11% 2 0.40% 1 GACC
3.24 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.10% 2 0.37% 1 GACC
3.25 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.09% 2 0.35% 1 GACC
3.26 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.09% 2 0.33% 1 GACC
3.27 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.08% 2 0.31% 1 GACC
3.28 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.08% 2 0.30% 1 GACC
3.29 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.07% 2 0.27% 1 GACC
3.30 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.07% 2 0.27% 1 GACC
3.31 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.07% 2 0.26% 1 GACC
3.32 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.06% 2 0.21% 1 GACC
3.33 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.06% 2 0.21% 1 GACC
3.34 ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.05% 2 0.17% 1 GACC
3.35 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.04% 2 0.17% 1 GACC
3.36 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.04% 2 0.14% 1 GACC
6 The Enclave 3.79% 2 14.26% 1 GACC
15 Palma Sorrento Apartments 1.44% 2 5.42% 1 GACC
18 Villa Veneto Apartments 1.37% 2 5.14% 1 GACC
20 Piero Apartments 1.02% 2 3.84% 1 BofA
21 Magic Sands Mobile Home Park 0.97% 2 3.66% 1 GACC
23 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.78% 1 1.07% ▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ 0.62% 2 2.33% 1 GACC
30 Oakridge Apartments 0.59% 2 2.21% 1 ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.54% 2 2.03% 1 BCRE
37 ▇▇▇▇▇▇▇▇▇ 0.51% 2 1.93% ▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ Luxury Townhomes 0.50% 2 1.88% 1 GACC
43 Westchester Portfolio 0.42% 2 1.60% 3 BCRE
43.1 Westchester Village 0.20% 2 0.74% 1 ▇▇▇▇
▇▇.▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.16% 2 0.61% 1 BCRE
43.3 Washington Manor 0.07% 2 0.25% 1 BCRE
46 Mansions at Round Rock 0.42% 2 1.57% ▇ ▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.41% 2 1.56% ▇ ▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 0.39% 2 1.46% 1 ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 0.37% 2 1.40% 1 BofA
57 ▇▇▇▇▇▇ Providence 0.37% 2 1.37% ▇ ▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.36% 2 1.35% 1 GECC
60 ▇▇▇▇▇ ▇▇▇▇▇▇ Mobile Home Park 0.35% 2 1.33% 1 GACC
Rollup Juniper Portfolio 0.35% 2 1.32% 2 GECC
62 Juniper Portfolio-Cumberland 0.24% 2 0.91% 1 GECC
63 Juniper Portfolio-Lakehurst 0.11% 2 0.41% 1 GECC
64 The ▇▇▇▇▇▇▇▇▇▇ 0.34% 2 1.28% ▇ ▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇ Apartments 0.32% 2 1.21% 1 BCRE
70 Stratford Village Apartments 0.30% 2 1.14% 1 BCRE
71 The Pointe at Wimbledon 0.30% 2 1.14% 1 GECC
72 Rialto I & II MHCs 0.30% 2 1.13% 1 GECC
73 Highlands MHC 0.30% 2 1.12% 1 GECC
74 Harbour Run Apartments 0.28% 2 1.06% 1 ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 0.26% 2 0.99% 1 GECC
81 Thurms Estates MHP 0.26% 2 0.99% 1 BCRE
82 Tri Park Portfolio 0.26% 2 0.98% 3 GECC
82.1 Flat Rock Village 0.15% 2 0.57% ▇ ▇▇▇▇
▇▇.▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.06% 2 0.21% 1 GECC
82.3 Voyager Village 0.05% 2 0.20% 1 GECC
91 Garden Gate Apartments 0.24% 2 0.89% 1 GECC
95 Chestnut Court Apartments 0.23% 2 0.86% 1 ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ 0.22% 2 0.82% 1 GECC
105 Ohio MHP Portfolio 0.19% 2 0.73% 4 BCRE
105.1 Arrowhead Lake 0.10% 2 0.36% 1 BCRE
105.2 Swanton ▇▇▇▇▇▇▇ 0.04% 2 0.16% 1 BCRE
105.3 Sylvania Estates 0.04% 2 0.13% 1 BCRE
105.4 Grand Rapids 0.02% 2 0.07% 1 BCRE
110 ▇▇▇▇▇▇▇▇ Apartments 0.18% 2 0.69% 1 BCRE
118 ▇▇▇▇ MHP 0.16% 2 0.61% 1 GECC
120 Meadowbrook Apartments 0.16% 2 0.60% 1 GECC
122 Tamarack East MHC 0.16% 2 0.59% 1 GECC
123 Village ▇▇▇▇ MHC 0.16% 2 0.58% 1 GECC
127 Portland Fairview RV Resort 0.15% 1 0.20% 1 GECC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ 0.14% 2 0.53% 1 GECC
130 Rivermont Apartments 0.14% 2 0.53% 1 GECC
136 Hidden Village MHC 0.13% 2 0.50% 1 GECC
137 Park Apartments Phases I & II 0.13% 2 0.50% 1 GECC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ II 0.13% 2 0.49% 1 BCRE
144 Indiana MHP Portfolio 0.12% 2 0.46% 3 BCRE
144.1 Berkshire Pointe 0.05% 2 0.18% 1 BCRE
144.2 Beechwood Pointe 0.04% 2 0.15% 1 BCRE
144.3 ▇▇▇▇▇▇▇ Pointe 0.04% 2 0.14% 1 BCRE
146 Lost Springs Apartments 0.12% 2 0.44% 1 GECC
151 El Monte MHC 0.12% 2 0.44% 1 GECC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.11% 2 0.41% 1 BCRE
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ MHC 0.11% 2 0.40% 1 GECC
166 Indian ▇▇▇▇▇ 0.10% 2 0.39% 2 GECC
166.1 Woodlake 0.05% 2 0.20% 1 GECC
166.2 Indian Village 0.05% 2 0.19% 1 GECC
167 Scioto Estates MHC 0.10% 2 0.39% 1 GECC
176 Viking Estates MHC 0.09% 2 0.34% 1 GECC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Apartments 0.09% 2 0.33% 1 BCRE
180 Roman Gardens Apartments 0.09% 2 0.32% 1 GACC
182 Briarwood MHC 0.08% 2 0.29% 1 GECC
194 Doubletree I Apartments 0.06% 2 0.22% 1 GECC
198 Whispering Pines MHC 0.05% 2 0.19% 1 GECC
199 Paradise View Apartments 0.05% 2 0.17% 1 GECC
200 ▇▇▇▇▇▇ Manor 0.04% 2 0.17% 1 GECC
Cut-off General Detailed
Date Property Property
Loan No. Balance ($) (3) Type Type Address
-------- --------------- -------------------- -------------------- ----------------------------------
3 204,000,000 Multifamily Conventional Various
3.1 12,400,000 Multifamily Conventional ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
3.2 10,800,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.3 10,160,000 Multifamily Conventional ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
3.4 9,920,000 Multifamily Conventional ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3.5 9,040,000 Multifamily Conventional ▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3.6 8,720,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.7 8,480,000 Multifamily Conventional ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
3.8 8,240,000 Multifamily Conventional ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
3.9 8,240,000 Multifamily Conventional ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.10 8,160,000 Multifamily Conventional 165-167 & ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3.11 7,280,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.12 7,040,000 Multifamily Conventional ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.13 6,720,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.14 6,400,000 Multifamily Conventional ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3.15 6,160,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.16 6,000,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.17 5,600,000 Multifamily Conventional ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.18 5,600,000 Multifamily Conventional ▇-▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.19 5,360,000 Multifamily Conventional ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.20 5,200,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.21 4,400,000 Multifamily Conventional ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.22 4,320,000 Multifamily Conventional ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.23 4,240,000 Multifamily Conventional ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.24 3,920,000 Multifamily Conventional ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3.25 3,680,000 Multifamily Conventional ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.26 3,440,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.27 3,280,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.28 3,200,000 Multifamily Conventional ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.29 2,880,000 Multifamily Conventional ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.30 2,800,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.31 2,720,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.32 2,240,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.33 2,240,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.34 1,840,000 Multifamily Conventional ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.35 1,760,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3.36 1,520,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
6 150,000,000 Multifamily Conventional ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
15 57,020,000 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
18 54,070,000 Multifamily Conventional ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
20 40,400,000 Multifamily Conventional ▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇
21 38,500,000 Manufactured Housing Manufactured Housing ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇ 31,000,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
29 24,500,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
30 23,250,000 Multifamily Conventional ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
36 21,400,000 Multifamily Conventional ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
37 20,300,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
39 19,750,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
43 16,800,000 Multifamily Conventional Various
43.1 7,736,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
43.2 6,384,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
43.3 2,680,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
46 16,500,000 Multifamily Conventional ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
47 16,400,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
53 15,367,510 Multifamily Conventional ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
55 14,720,000 Multifamily Conventional 500 Rolling Hills Place
57 14,455,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
58 14,200,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
60 14,030,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Rollup 13,880,000 Multifamily Conventional Various
62 9,600,000 Multifamily Conventional ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ 4,280,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
64 13,500,000 Multifamily Conventional 2738 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ 12,700,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
70 12,000,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
71 12,000,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
72 11,850,000 Manufactured Housing Manufactured Housing ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
73 11,760,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
74 11,200,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
80 10,450,000 Multifamily Student Housing ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
81 10,400,000 Manufactured Housing Manufactured Housing ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
82 10,300,000 Manufactured Housing Manufactured Housing Various
82.1 6,000,000 Manufactured Housing Manufactured Housing ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
82.2 2,200,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
82.3 2,100,000 Manufactured Housing Manufactured Housing ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
91 9,400,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
95 9,000,000 Multifamily Conventional ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
99 8,575,000 Manufactured Housing Manufactured Housing ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ 7,636,000 Manufactured Housing Manufactured Housing Various
105.1 3,837,263 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
105.2 1,695,177 Manufactured Housing Manufactured Housing ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 4
105.3 1,413,931 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
105.4 689,629 Manufactured Housing Manufactured Housing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ 7,300,000 Multifamily Conventional ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ 6,400,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ 6,302,744 Multifamily Conventional ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
122 6,250,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
123 6,150,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
127 5,838,989 Manufactured Housing Manufactured Housing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
129 5,600,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ 5,540,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
136 5,250,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ 5,213,842 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
138 5,184,568 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
144 4,855,367 Manufactured Housing Manufactured Housing Various
144.1 1,885,790 Manufactured Housing Manufactured Housing 8000 Berkshire Point
144.2 1,538,978 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
144.3 1,430,599 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
146 4,629,112 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
151 4,584,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
157 4,300,000 Multifamily Conventional ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
163 4,186,219 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ 4,100,000 Manufactured Housing Manufactured Housing Various
166.1 2,077,578 Manufactured Housing Manufactured Housing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
166.2 2,022,422 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ 4,100,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
176 3,625,000 Manufactured Housing Manufactured Housing 15401 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ 3,480,000 Multifamily Conventional ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
180 3,380,000 Multifamily Student Housing ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
182 3,100,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 156
194 2,290,192 Multifamily Conventional ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
198 2,040,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
199 1,802,917 Multifamily Conventional ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
200 1,750,000 Manufactured Housing Manufactured Housing ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Net Loan per Net
Rentable Rentable Occupancy Occupancy
Loan No. City County State Zip Code Units/Pads/Beds Unit/Pad/Bed ($) Rate As-of Date
-------- ------------------ -------------- ------- -------- --------------- ---------------- --------- ----------
▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ Various 1,083 188,366 96.9% 1/1/2007
3.1 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 66 187,879 93.9% 1/1/2007
3.2 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 61 177,049 98.4% 1/1/2007
3.3 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 55 184,727 100.0% 1/1/2007
3.4 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 50 198,400 94.0% 1/1/2007
3.5 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 40 226,000 97.6% 1/1/2007
3.6 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 43 202,791 95.3% 1/1/2007
3.7 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 54 157,037 98.1% 1/1/2007
3.8 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 54 152,593 98.2% 1/1/2007
3.9 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 57 144,561 94.7% 1/1/2007
3.10 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 49 166,531 98.0% 1/1/2007
3.11 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 39 186,667 97.4% 1/1/2007
3.12 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 31 227,097 100.0% 1/1/2007
3.13 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 41 163,902 97.6% 1/1/2007
3.14 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 28 228,571 82.1% 1/1/2007
3.15 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 24 256,667 95.8% 1/1/2007
3.16 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 19 315,789 100.0% 1/1/2007
3.17 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 24 233,333 100.0% 1/1/2007
3.18 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 24 233,333 95.8% 1/1/2007
3.19 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 24 223,333 100.0% 1/1/2007
3.20 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 33 157,576 97.0% 1/1/2007
3.21 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 24 183,333 100.0% 1/1/2007
3.22 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 20 216,000 100.0% 1/1/2007
3.23 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 19 223,158 100.0% 1/1/2007
3.24 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 25 156,800 88.0% 1/1/2007
3.25 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 20 184,000 100.0% 1/1/2007
3.26 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 20 172,000 100.0% 1/1/2007
3.27 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 15 218,667 100.0% 1/1/2007
3.28 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 20 160,000 90.0% 1/1/2007
3.29 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 19 151,579 100.0% 1/1/2007
3.30 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 15 186,667 100.0% 1/1/2007
3.31 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 20 136,000 90.0% 1/1/2007
3.32 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 10 224,000 100.0% 1/1/2007
3.33 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 10 224,000 100.0% 1/1/2007
3.34 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 10 184,000 100.0% 1/1/2007
3.35 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 10 176,000 100.0% 1/1/2007
3.36 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 10 152,000 100.0% 1/1/2007
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 1,119 134,048 76.0% 1/31/2007
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 274 208,102 90.9% 1/3/2007
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 226 239,248 94.2% 1/3/2007
▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 225 179,556 92.9% 2/28/2007
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 541 71,165 100.0% 2/23/2007
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 144 215,278 96.5% 2/14/2007
29 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 314 78,025 93.3% 3/8/2007
30 Aurora ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 472 49,258 93.6% 1/15/2007
▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 347 61,671 91.4% 11/15/2006
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 344 59,012 90.1% 3/16/2007
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 166 118,976 97.0% 3/7/2007
43 Various Polk IA Various 574 29,268 85.9% 1/1/2007
43.1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 334 23,162 84.1% 1/1/2007
43.2 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 168 38,000 85.7% 1/1/2007
43.3 ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 72 37,222 94.4% 1/1/2007
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 256 64,453 93.8% 3/1/2007
47 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 288 56,944 97.6% 11/30/2006
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 270 56,917 91.9% 2/14/2007
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 384 38,333 94.0% 12/6/2006
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 244 59,242 93.4% 1/3/2007
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 240 59,167 100.0% 9/30/2006
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 147 95,442 100.0% 2/23/2007
Rollup Various Cumberland NC Various 352 39,432 82.9% Various
62 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 248 39,432 77.8% 12/14/2006
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 104 39,432 95.2% 1/3/2007
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 224 60,268 98.7% 2/1/2007
▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 280 45,357 93.9% 11/16/2006
70 Montgomery ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 224 53,571 95.1% 11/30/2006
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 184 65,217 94.0% 12/31/2006
▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 327 36,239 98.2% 9/30/2006
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 215 54,698 100.0% 9/30/2006
74 ▇▇▇▇▇▇-▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 280 40,000 81.4% 12/26/2006
80 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 136 76,838 94.4% 11/15/2006
81 Calverton ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 326 31,902 97.4% 2/1/2007
82 Various Various Various Various 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
95 Matawan ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 100 90,000 99.0% 12/22/2006
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 170 50,441 100.0% 1/31/2007
105 Various Various OH Various 541 14,115 88.9% 10/31/2006
105.1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 247 15,535 88.7% 10/31/2006
105.2 Swanton ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 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
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 129 56,589 93.8% 11/30/2006
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 163 39,264 95.1% 11/1/2006
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 115 54,806 95.7% 11/30/2006
122 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 135 46,296 96.0% 9/12/2006
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 144 42,708 91.7% 8/31/2006
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 407 14,346 70.0% 11/30/2006
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 126 44,444 97.6% 1/4/2007
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 106 52,264 91.5% 12/12/2006
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 130 40,385 97.8% 9/26/2006
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 324 16,092 98.8% 11/30/2006
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 96 54,006 91.7% 12/1/2006
144 Various Various IN Various 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 Scottsburg ▇▇▇▇▇ IN 47170 115 12,440 67.8% 11/28/2006
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 240 19,288 98.8% 11/1/2006
▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 79 58,025 100.0% 9/30/2006
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 154 27,922 94.2% 10/24/2006
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 122 34,313 95.1% 8/31/2006
166 Various Various OH Various 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
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 216 18,981 92.1% 9/30/2006
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 75 48,333 100.0% 1/4/2007
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 136 25,588 96.3% ▇▇/▇▇/▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 47 71,915 93.6% 1/22/2007
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 167 18,563 80.8% 8/31/2006
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 216 10,603 97.7% 10/31/2006
198 Yakima ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 66 30,909 97.0% 9/1/2006
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 132 13,658 98.5% 10/31/2006
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 76 23,026 96.1% 10/1/2006
Studio
-----------------------------------------
Elevator(s) Utilities # Avg Rent per Max
Loan No. (Yes/No) Paid by Tenant Units (15) mo. ($) (15) Rent ($) (15)
-------- ----------- --------------------------- ---------- ------------ -------------
3 Various Various
3.1 Yes Electric, Gas
3.2 Yes Electric 1 1,699 1,699
3.3 Yes Electric, Gas 2 961 1,100
3.4 Yes Electric, Gas
3.5 Yes Electric, Gas
3.6 Yes Electric 4 829 975
3.7 Yes Electric
3.8 Yes Electric
3.9 No Electric 1 787 787
3.10 Yes Electric 1 1,750 1,750
3.11 Yes Electric, Gas 7 980 1,079
3.12 Yes Electric, Gas
3.13 Yes Electric
3.14 Yes Electric, Gas
3.15 No Electric, Gas
3.16 No Electric, Gas
3.17 No Electric, Gas
3.18 No Electric, Gas
3.19 Yes Electric, Gas
3.20 Yes Electric
3.21 Yes Electric, Gas
3.22 No Electric, Gas
3.23 No Electric, Gas
3.24 Yes Electric, Gas
3.25 No Electric, Gas
3.26 No Electric 1 517 517
3.27 No Electric, Gas
3.28 No Electric, Gas 1 1,399 1,399
3.29 No Electric 1 1,747 1,747
3.30 No Electric
3.31 No Electric, Gas 5 493 965
3.32 No Electric, Gas
3.33 No Electric, Gas
3.34 No Electric, Gas
3.35 No Electric, Gas
3.36 No Electric, Gas 1 1,675 1,675
6 Yes Electric, Sewer, Water 213 1,380 1,410
15 No Electric, Sewer, Water
18 No Electric, Sewer, Water
20 Yes Electric, Gas 25 1,578 1,578
21 Electric, Sewer, Water
23 No Electric, Gas
29 No Electric, Water
30 No Electric, Gas, Sewer, Water
36 No Electric
37 No Electric, Sewer, Water
39 No Electric, Gas, Sewer, Water
43 No Electric
43.1 No Electric
43.2 No Electric
43.3 No Electric
46 No Electric
47 No Electric
53 No Water
55 No Electric, Sewer, Water
57 No Electric
58 Electric, Gas, Sewer, Water
60 Electric, Gas, Sewer, Water
Rollup No Electric, Sewer, Water
62 No Electric, Sewer, Water
63 No Electric, Sewer, Water
64 No Electric, Gas, Sewer, Water
66 No Electric, Sewer, Water
70 No Electric
71 No Electric
72 Electric, Gas, Sewer, Water
73 Electric, Gas, Sewer, Water
74 No Electric, Gas
80 No 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 No Electric, Water
95 No Electric
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 No Electric
118 Electric, Gas, Sewer, Water
120 Yes Electric
122 Electric, Gas, Sewer, Water
123 Electric, Gas, Sewer, Water
127 Electric
129 Electric, Sewer, Water
130 No Electric
136 Electric, Gas, Sewer, Water
137 No Electric, Gas, Sewer, Water
138 No Electric
144 Electric, Gas, Sewer, Water
144.1 Electric, Gas, Sewer, Water
144.2 Electric, Gas, Sewer, Water
144.3 Electric, Gas, Sewer, Water
146 No Electric, Gas, Sewer, Water
151 Electric, Sewer, Water
157 No Electric, Gas
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 No Electric
180 No Electric
182 Electric, Gas
194 No Electric, Water
198 Electric
199 No Electric, Gas, Sewer, Water
200 Electric
1 Bedroom 2 Bedroom
----------------------------------------- -----------------------------------------
# Avg Rent per Max # Avg Rent per Max
Loan No. Units (15) mo. ($) (15) Rent ($) (15) Units (15) mo. ($) (15) Rent ($) (15)
-------- ---------- ------------ ------------- ---------- ------------ -------------
3
3.1 1 169 169 43 997 2,084
3.2 38 1,311 2,479 17 1,236 2,479
3.3 13 596 736 9 776 2,100
3.4 9 904 1,310 35 1,162 2,085
3.5 18 1,186 2,321
3.6 4 1,103 1,276 23 1,007 2,200
3.7 11 884 1,180 40 951 1,800
3.8 14 852 1,175 37 815 1,600
3.9 27 893 1,207 11 796 1,182
3.10 20 955 1,399 27 1,226 1,759
3.11 6 841 1,150 13 687 1,387
3.12 1 339 339 13 1,540 2,877
3.13 5 653 1,150 16 731 1,550
3.14 3 749 1 1,650 1,650
3.15 10 1,021 1,600
3.16
3.17 5 969 1,500
3.18 2 1,622 1,852
3.19 12 1,057 1,885
3.20 1 32 727 1,800
3.21 1 783 783 18 999 1,932
3.22 10 1,149 1,668 10 1,155 1,620
3.23 9 1,160 1,816
3.24
3.25 20 1,016 1,451
3.26 5 1,263 1,663
3.27 9 967 1,564
3.28 3 236 236 8 1,019 1,989
3.29 9 1,315 1,989
3.30 13 1,008 1,299 2 1,135 1,137
3.31 15 645 1,200
3.32 10 1,402 1,899
3.33 10 1,319 2,157
3.34 5 1,268 1,707 5 1,330 1,800
3.35 9 1,073 1,800
3.36 8 1,277 1,688
6 282 1,734 1,810 396 2,041 2,045
15 89 1,400 1,450 152 1,692 1,860
18 49 1,471 1,575 153 1,834 1,990
20 135 1,772 1,772 65 2,340 2,340
21
23 96 1,381 1,826 48 1,766 2,748
29 83 799 807 153 925 940
30 194 553 644 278 670 811
36 62 686 890 284 953 1,115
37 100 610 610 220 735 735
39 110 905 939
43
43.1 12 530 545 322 585 1,290
43.2 91 580 750 77 730 750
43.3 7 625 625 65 735 750
46 124 730 795 106 940 1,046
47 112 595 635 152 681 779
53 156 802 845 114 1,084 1,110
55 168 548 590 200 676 749
57 96 730 820 120 837 861
58
60
Rollup
62 48 546 630 180 657 732
63 17 582 625 71 682 712
64 112 651 700 72 825 890
66 164 569 791 116 745 1,119
70 92 570 655 100 648 735
71 96 618 625 88 766 795
72
73
74 140 599 599 140 699 699
80 64 726 770
81
82
82.1
82.2
82.3
91 80 904 953
95 69 991 1,015 31 1,141 1,215
99
105
105.1
105.2
105.3
105.4
110 63 648 725 65 788 825
118
120 34 718 775 75 837 900
122
123
127
129
130 36 578 635 58 704 794
136
137 108 434 450 216 513 525
138 16 616 630 48 695 720
144
144.1
144.2
144.3
146 80 425 430 160 505 520
151
157 89 639 790 65 744 770
163
166
166.1
166.2
167
176
179 89 456 475 47 559 580
180 1 480 480 36 1,051 1,080
182
194 72 393 420 144 403 430
198
199 44 443 455 88 543 555
200
3 Bedroom 4 Bedroom
----------------------------------------- -----------------------------------------
# Avg Rent per Max # Avg Rent per Max
Loan No. Units (15) mo. ($) (15) Rent ($) (15) Units (15) mo. ($) (15) Rent ($) (15)
-------- ---------- ------------ ------------- ---------- ------------ -------------
3
3.1 13 1,074 2,764 9 675 1,274
3.2 5 709 877
3.3 21 704 1,094 10 697 961
3.4 6 1,149 1,813
3.5 17 949 2,672 5 2,417 3,200
3.6 11 874 1,372
3.7 1 1,380 1,380
3.8 3 1,348 1,350
3.9 17 711 1,688
3.10 1 2,200 2,200
3.11 6 794 1,699 7 535 635
3.12 12 787 2,620 5 1,267 1,861
3.13 14 873 1,900 5 735 1,257
3.14 16 1,057 1,695 8 819 1,349
3.15 14 1,469 2,400
3.16 19 1,439 2,450
3.17 13 781 2,304 6 1,527 3,000
3.18 10 1,027 2,000 11 1,189 2,600
3.19 9 1,111 2,399 3 1,100 1,242
3.20
3.21 4 899 1,512 1 1,072 1,072
3.22
3.23 10 1,569 2,079
3.24 16 538 1,600 8 759 1,649
3.25
3.26 6 578 1,201 8 585 1,203
3.27 3 556 913 3 976 1,516
3.28 8 1,486 1,989
3.29 9 821 1,989
3.30
3.31
3.32
3.33
3.34
3.35 1 2,638 2,638
3.36
6 228 2,320 2,365
15 33 2,065 2,095
18 24 2,277 2,339
20
21
23
29 78 1,106 1,106
30
36 1 1,000 1,000
37 24 875 875
39 56 1,216 1,355
43
43.1
43.2
43.3
46 26 1,263 1,275
47 24 825 909
53
55 16 920 920
57 28 966 990
58
60
Rollup
62 20 765 849
63 16 752 825
64 40 1,009 1,009
66
70 32 757 790
71
72
73
74
80 72 960 1,070
81
82
82.1
82.2
82.3
91 33 972 1,007
95
99
105
105.1
105.2
105.3
105.4
110 1 899 899
118
120 6 1,080 1,200
122
123
127
129
130 12 945 1,035
136
137
138 32 787 850
144
144.1
144.2
144.3
146
151
157
163
166
166.1
166.2
167
176
179
180 10 1,440 1,440
182
194
198
199
200
FOOTNOTES TO ANNEX ▇-▇ ▇▇▇ ▇-▇
▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ consists of the following Borrower
entities: ▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇-▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ LLC; ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ LLC; ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC;
▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
LLC; ▇-▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇-▇ ▇.
▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇-▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
LLC; ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ LLC; ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ LLC;
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ LLC; ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ LLC; ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ Associates
LLC; ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇-▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC;
▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC; ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ LLC; ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ LLC; ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇ 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 "▇▇▇▇▇ 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 "▇▇▇▇▇ 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 "▇▇▇▇▇ 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 GACC.
Note: The Mortgage Loans known as The Enclave and Court Square
Office Building identified on Annex A-1 by ID #6 and 124 have an Indemnity Deed
of Trust structure. The borrower under such Mortgage Loans executed and
delivered the related note to the lender and is obligated to make payments
thereunder. The property owner for such Mortgage Loans has guaranteed all
amounts payable by the borrower under the related note, which guaranty is
secured by an indemnity deed of trust in favor of the lender. With respect to
the above referenced Mortgage Loans, certain of the representations regarding
the borrower refer to the property owner of the related Mortgaged Property as
well.
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Annex A
ID# Mortgage Loan Exception
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Exceptions to Representation xiv: Insurance.
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Various Various Each of the Mortgage Loans are covered by an All-Risk
policy but in some cases, the policy contains
exclusions for windstorm and terrorism.
Certain of the Mortgage Loan documents may limit
terrorism insurance coverage to the extent such
coverage is commercially available for similarly
situated properties and/or on commercially reasonable
terms. Certain of the Mortgage Loan documents provide
limits on the insurance premium amount the related
borrower is required to spend for terrorism insurance.
Certain of the loan documents do not specifically
require terrorism insurance be maintained.
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8 Four Seasons Resort Maui The existing windstorm/named storm/hurricane insurance
(under a blanket policy) is capped at $100,000,000.
The total insurable value (buildings, contents and 12
months of business interruption insurance) is
approximately $200,000,000. Under the Mortgage Loan
documents, the borrower is required to maintain (i) if
under a blanket policy, windstorm coverage in an amount
equal to at least $100,000,000, and (ii) if under a
stand alone policy, windstorm in an amount equal to the
greater of (1) 50,000,000 and (2) ten times the product
of (A) the probably maximum loss (as determined
pursuant to a windstorm study forecasting the expected
damage from windstorms over a forecast period), and (B)
100% of the replacement cost of the improvements and
building equipment (but in no event more than
$75,000,000 of coverage).
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10 Wellpoint Office Tower The tenant at the Mortgaged Property self-insures; for
so long as the tenant's lease is in full force and
effect, the Mortgage Loan documents permit a maximum
deductible of $200,000.
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14 Crossings at Hobart The Mortgage Loan documents for each Mortgage Loan
permit a maximum deductible for property coverage of
$100,000. If the related borrower insures the
22 ▇▇▇▇▇▇▇ Village respective Mortgaged Property through a blanket
insurance policy, the Mortgage Loan documents for each
Mortgage Loan permit a maximum deductible for property
coverage of $250,000.
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24 Americold Portfolio The deductible for windstorm and flood insurance is
capped at 5% of the property replacement cost or at
prevailing market deductibles.
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160 Ashford Atrium The borrower did not have the required amount of flood
insurance in place at closing. The Mortgage Loan is
recourse to the Mortgage Loan sponsor for any loss to
lender resulting from the lack of flood insurance
coverage. The borrower agreed to attempt to obtain a
letter of map amendment within 120 days of closing,
which would state that the Mortgaged Property is not in
a flood zone requiring flood insurance.
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Exceptions to Representation xxii: Whole Loan.
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6 The Enclave The Mortgage Loan is cross-collateralized with a
subordinate B-Note loan that is not included in the
Trust Fund.
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8 Four Seasons Resort Maui The Mortgage Loan is pari passu in right of payment
with another mortgage loan that is secured by the
Mortgaged Property and is not included in the Trust
Fund.
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11 Mall of America The Mortgage Loan is pari passu in right of payment
with multiple mortgage loans that are secured by the
Mortgaged Property and are not included in the Trust
Fund.
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24 Americold Portfolio The Mortgage Loan is pari passu in right of payment
with multiple mortgage loans that are secured by the
Mortgaged Properties and are not included in the Trust
Fund.
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▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ Jolla The Mortgage Loan is cross-collateralized with a
subordinate B-Note loan that is not included in the
Trust Fund.
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Exceptions to Representation xxiii: Transfers and Subordinate Debt.
------------------------------
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Various With respect to certain of the Mortgage Loans, the
Mortgage Loan documents permit, without lender consent,
(a) the sale of the Mortgaged Property and assumption
of the Mortgage Loan upon the satisfaction of certain
conditions in the Mortgage Loan documents, (b)
transfers by devise or descent or by operation of law
upon death, (c) transfers of shares in public
companies, (d) issuance of non-controlling new equity
interests, (e) transfers among existing members,
partners or shareholders in the Mortgagor or an
affiliate thereof, (f) transfers among affiliated
Mortgagors with respect to cross-collateralized and
cross-defaulted Mortgage Loans or multi-property
Mortgage Loans, (g) transfers of a similar nature to
the foregoing meeting requirements of the Mortgage
Loan, such as pledges of ownership interest that do not
result in a change in control, or (h) transfers (i) of
a controlling interest in the borrower to certain
pre-approved entities or to an entity meeting the
"qualified transferee" (or similar) definition under
the Mortgage Loan documents or to any entity satisfying
certain other criteria (or subject to conditions)
specified in the related Mortgage Loan documents, (ii)
that result in no change in the managerial or
day-to-day control of the borrower, (iii) among
existing principals, even if there is a change in
control, (iv) that accommodate a 1031 exchange or
reverse 1031 exchange, or (v) with respect to Mortgage
Loans to tenant-in-common borrowers, transfers among
and to additional tenant-in-common borrowers.
The Mortgage Loans generally permit the related
borrower to incur debt in the ordinary course of
business, including debt secured by a lien on
individual items of equipment.
Certain Mortgage Loans provide for management fees and,
in some cases, an additional administrative asset
management fee. All such fees are generally
subordinated to the related Mortgage Loan.
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6 The Enclave Equity owners of the borrower incurred mezzanine debt
from GACC in the amount of $45,000,000. The holder of
the mezzanine debt has entered into an intercreditor
agreement with the lender.
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8 Four Seasons Resort Maui The Mortgage Loan documents permit borrower's parent to
incur debt from a borrower affiliate (including any
holder of direct or indirect equity interest in the
borrower's parent) (a "Member Lender ") under the
following conditions: (i) such Member Lender also makes
an equity investment in the parent or a direct or
indirect owner of the parent, (ii) the balance of the
member loan(s) may not be greater than $132.0 million
and (iii) there may not be more than three Member
Lenders. In addition, the borrower's parent, or any
holder of direct or indirect equity interest in the
borrower, may obtain common and/or preferred equity
investment from a third party investor provided: (i)
unless acceptable to lender, such preferred equity
investor may not have co-control rights with the
mortgage loan sponsor with respect to borrower and the
Four Seasons Resort Maui Property and may only have
rights with respect to certain major decisions as set
forth in the Mortgage Loan documents and (ii) the
aggregate funded amount of all common and/or permitted
equity investments and all permitted member loans is
not at any time greater than $132.0 million. Further,
provided no event of default has occurred and is
continuing, a single purpose entity having a direct or
indirect 100% ownership interest in borrower's parent
may incur indebtedness in the form of one or more
mezzanine loans, subject to certain conditions
including and without limitation, (i) the borrower has
obtained rating agency approval, (ii) the mezzanine
lender is a qualified lender, as defined by the loan
documents, (iii) the borrower has delivered an
appraisal satisfactory to lender and (iv) (a) if there
are no permitted member loans or permitted equity
investors and there will not be in the future, then the
combined financing DSCR may not be less than 1.25x and
the combined financing LTV may not exceed 75% or (b) if
there are permitted member loans or permitted equity
investors or if the borrower anticipates that there
will be in the future, the combined financing DSCR may
not be less than 1.30x and the combined financing LTV
may not exceed 68%.
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15 Palma Sorrento Apartments One of the loan sponsors made mezzanine loans (in an
aggregate amount of $19,000,000) to the other loan
sponsors, in each case secured by the related loan
18 Villa Veneto Apartments sponsors' interest in the related Palma Sorrento
Apartments and Villa Veneto Apartments tenant-in-common
borrower and such sponsors' interest in borrowers under
another loan that is not collateral for the trust fund.
The Mortgage Loan documents permit the tenant-in-common
borrowers to dissolve this structure and transfer the
Mortgaged Property to a newly formed single purpose entity
("SPE"). After such transfer, the new SPE is permitted to
transfer the Mortgaged Property to new tenant-in-common
borrowers.
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17 Presbyterian Plano Medical The Mortgage Loan documents permit the pledge of equity
Office interests in the borrower to secure mezzanine debt
subject to the satisfaction of conditions including but
not limited to (i) the delivery of an acceptable ICA, (ii)
aggregate DSCR is at least 1.10x, and (iii) aggregate LTV
ratio is not more than 90%.
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21 Magic Sands Mobile Home Park One of the loan sponsors made mezzanine loans (in an
aggregate amount of $10,800,000) to the other loan
sponsors, in each case secured by the related loan
60 ▇▇▇▇▇ ▇▇▇▇▇▇ Mobile Home sponsors' interest in the related Magic Sands Mobile Home
Park Park and ▇▇▇▇▇ ▇▇▇▇▇▇ Apartments tenant-in-common
borrower.
The Mortgage Loan documents permit the tenant-in-common
borrowers to dissolve this structure and transfer the
Mortgaged Property to a newly formed SPE. After such
transfer, the new SPE is permitted to transfer the
Mortgaged Property to new tenant-in-common borrowers.
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27 ▇▇▇▇ ▇▇▇▇▇▇▇▇ The Mortgage Loan documents permit the pledge of equity
interests in the borrower to secure mezzanine debt
subject to the satisfaction of conditions including but
not limited to (i) the delivery of an acceptable ICA,
(ii) aggregate DSCR is at least 1.10x, and (iii)
aggregate LTV ratio is not more than 85%.
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42 Media Center The Mortgage Loan documents permit the borrower to
incur unsecured subordinate debt from its members
provided, among other things, such loans do not exceed
7% of the original principal balance of the Mortgage
Loan and payments for such loans are permitted to the
extent that net cash flow is available after paying the
Mortgage Loan.
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65 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ The Mortgage Loan documents permit the pledge of equity
interests in the borrower to secure mezzanine debt
subject to the satisfaction of conditions including but
not limited to (i) the delivery of an acceptable ICA,
(ii) aggregate DSCR is at least 1.20x, and (iii)
aggregate LTV ratio is not more than 80%.
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68 Albuquerque Portfolio The Mortgage Loan documents permit the pledge of equity
interests in the borrower to secure mezzanine debt
subject to the satisfaction of conditions including but
not limited to (i) the delivery of an acceptable ICA,
(ii) aggregate DSCR is at least 1.12x, and (iii)
aggregate LTV ratio is not more than 80%.
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Exception to Representation xxviii: Zoning.
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23 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ There are certain building code violations at the
Mortgaged Property. The borrower and guarantors agreed
to indemnify the lender for losses incurred as a result
of such violations.
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Exception to Representation xxxii: Litigation or Other Proceedings
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3 Manhattan Apartment An inquiry was initiated by the State Attorney General
Portfolio of New York ("AG") and the New York State Division of
Housing and Community Renewal ("DHCR") to determine
whether the sponsor-affiliated management company,
Pinnacle Group NY LLC ("Pinnacle"), had engaged in
wrongful practices related to the computation of rent
increases for certain rent-stabilized apartments owned or
managed by Pinnacle. On or about August 29, 2006, AG and
DHCR served a subpoena on Pinnacle seeking certain
documents in connection with the inquiry. On December 18,
2006, AG, DHCR and Pinnacle entered into an agreement
pursuant to which (a) an accounting firm has been engaged
to audit all rents set by Pinnacle between December 2002
and December 2006 for each rent-stabilized apartment owned
or managed by Pinnacle and vacated within such period; (b)
Pinnacle will revise any rents determined to have been
increased above permitted levels and will make restitution
to applicable tenants; and (c) for a period of one year
from the date of the agreement, the auditor will monitor
Pinnacle's ongoing compliance with approved procedures for
tracking the costs of renovating apartments and for
setting rents on newly vacated apartments. Subject to
compliance with its terms, the agreement concludes the
inquiry brought by AG and DHCR. A similar inquiry was
initiated by the Manhattan District Attorney; Pinnacle has
provided any requested documentation but to date no
further action has been taken.
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128 Paragon Building The Paragon Building Condominium Association (the
"Association") and the developer of the Mortgaged
Property have sued the general contractor (▇▇▇▇▇▇
Construction, Inc. ("▇▇▇▇▇▇")) and various
subcontractors regarding faulty design, construction
and repair to the Mortgaged Property, primarily
involving the roof. The borrower (Slam Commercial,
LLC) and an affiliate of the borrower comprise 63.24%
of the Association. ▇▇▇▇▇▇ asserted a counterclaim
against the Association in the approximate amount of
$70,000 for allegedly unpaid invoices regarding the
renovation of the Mortgaged Property.
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Exceptions to Representation xxxv: Other Collateral; Cross-Collateralization
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6 The Enclave The Mortgage Loan is cross-collateralized with a
related subordinate B-Note loan, which is not in the
Trust Fund.
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8 Four Seasons Resort Maui The Mortgage Loan is cross-collateralized with a
related pari passu loan, which is not in the Trust Fund.
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11 Mall of America The Mortgage Loan is cross-collateralized with related
pari passu loans, which are not in the Trust Fund.
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24 Americold Portfolio The Mortgage Loan is cross-collateralized with related
pari passu loans, which are not in the Trust Fund.
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▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ Jolla The Mortgage Loan is cross-collateralized with a
related subordinate B-Note loan, which is not included
in the Trust Fund.
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Exception to Representation xxxvii: Licenses and Permits
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190 306-308 ▇▇▇▇▇▇▇▇▇▇▇▇▇ The borrower does not currently have final certificates
Avenue of occupancy in place for the Mortgaged Property. The
loan sponsor has agreed to indemnify the lender for
losses resulting from the borrower's failure to obtain
such final certificates of occupancy.
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Exception to Representation xl: Separate Tax Lots
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17 Presbyterian Plano Medical The Mortgaged Property and a parcel of land adjacent to
Office the Mortgaged Property constitute one tax parcel. The
borrower has agreed to use commercially reasonable efforts
to cause the Mortgaged Property and the adjacent parcel to
be separately assessed by the applicable taxing authority
within 12 months of loan closing. If the tax parcel
subdivision is not completed within 12 months of the loan
closing, the borrower has authorized and appointed the
lender as attorney-in-fact to act on behalf of the
borrower, at the lender's option and at the borrower's
sole cost, to cause completion of the tax parcel
subdivision.
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Exception to Representation xli: Ground Leases
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7 ▇▇ ▇▇▇▇▇▇ Portfolio The Mortgage Loan is secured by two Mortgaged
Properties known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ and a portion of each Mortgaged Property
is secured by the interest of the related Mortgagor as
a lessee under a Ground Lease.
With respect to the ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ property:
(B) There is no provision in the Ground Lease that the
leasehold estate is prior to all liens and encumbrances on
the fee, including all fee mortgages.
With respect to the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ property:
(H) The lessor is prohibited from terminating the Ground
Lease for non-curable defaults such as the bankruptcy of
the lessee but the lessor is not required to enter into a
new lease with the mortgagee under such Mortgage Loan upon
termination of such Ground Lease for any reason.
With respect to the ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ property:
(I) There is no provision in the Ground Lease requiring
that 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 or (ii) to
the payment or defeasance of the outstanding principal
balance of such mortgage loan together with any accrued
interest.
(K) There is no provision in the Ground Lease which
indicates that the Ground Lease may not be amended or
modified without the prior consent of the mortgagee or
that any such action without such consent is not binding
on such mortgagee.
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17 Presbyterian Plano Medical (C) The lessor has a right of first refusal with
Office respect to any proposed assignment by the lessee.
(J) The lessee may only sublet to (a) one or more licensed
physicians, (b) groups which employ, manage or are owned
by licensed physicians, or (c) practice managers which
employ or manage licensed physicians.
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21 Magic Sands Mobile Home (B) The Ground Lease does not have a provision
Park indicating that the Mortgage will be superior to any
mortgage or other lien on the related Fee Interest.
(H) There is no provision in the Ground Lease requiring
the lessor to enter into a new lease with the mortgagee
under the Mortgage Loan upon termination of the Ground
Lease for any reason, including rejection of such Ground
Lease in a bankruptcy proceeding. Fifty percent (50%) of
the fee interest, however, is owned by one of the Mortgage
Loan sponsors.
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27 ▇▇▇▇ ▇▇▇▇▇▇▇▇ (A) There is no evidence that either the Ground Lease
or a memorandum thereof has been recorded.
(B) The Ground Lease provides that the Ground Lease and
any leasehold mortgage shall be subordinate to any
mortgage on the related Fee Interest. The current mortgage
on the related Fee Interest appears as an exception on the
lender's title insurance policy but the title insurer has
insured the lender against any loss arising out of a
foreclosure of such mortgage.
(C) The lessor's consent, which consent shall not be
unreasonably withheld, is required for any assignment of
the lease. If the lender enters into a new lease with the
lessor, the lender shall have a one time right to assign
or transfer the Ground Lease once to any person or entity
without the lessor's consent.
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EXHIBIT D
FORM OF CERTIFICATE OF AN OFFICER OF
THE MORTGAGE LOAN SELLER
[contained in a separate document to be inserted at closing]
IN WITNESS WHEREOF, I have hereunto signed my name as of this __ day
of ____ 2007.
By:____________________________________
Name:
Title:
EXHIBIT E
FORM OF LEGAL OPINION
[contained in a separate document to be inserted at closing]
