Exhibit 99.3
BOANA MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated
and effective May 1, 2007, between Bank of America, National Association, 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 McGraw-Hill Companies, Inc. and Moody's 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 666
Fifth Avenue 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 666 Fifth Avenue Mortgage Loan (in such capacity, "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 Wells 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, Stearns & 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 "Bank of America
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 national banking association duly
organized, validly existing and in good standing under the laws of the
United States, 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 Bank of America 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 Bank of America Indemnification Agreement), the Memorandum (as
defined in the Bank of America 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 Bank of America
Indemnification Agreement) contain any untrue statement of a material fact
or (in the case of the Memorandum, when read together with the other
information specified therein as being available for review by investors)
omit to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
(ix) No consent, approval, authorization or order of, registration
or filing with, or notice to, any governmental authority or court is
required, under federal or state law (including, with respect to any bulk
sale laws), for the execution, delivery and performance of, or compliance
by, the Mortgage Loan Seller with this Agreement, or the consummation by
the Mortgage Loan Seller of any transaction contemplated hereby, other
than (1) the filing or recording of financing statements, instruments of
assignment and other similar documents necessary in connection with the
Mortgage Loan Seller's sale of the Mortgage Loans to the Purchaser, (2)
such consents, approvals, authorizations, qualifications, registrations,
filings or notices as have been obtained, made or given and (3) where the
lack of such consent, approval, authorization, qualification,
registration, filing or notice would not have a material adverse effect on
the performance by the Mortgage Loan Seller under this Agreement.
(c) Upon discovery by any of the Mortgage Loan Seller or the parties
to the Pooling and Servicing Agreement of a breach of any of the representations
and warranties made pursuant to and set forth in subsection (b) above which
materially and adversely affects the interests of the Purchaser or a breach of
any of the representations and warranties made pursuant to subsection (a) above
and set forth in Exhibit C which materially and adversely affects the value of
any Mortgage Loan, the value of the related Mortgaged Property or the interests
therein of the Purchaser, the Trustee on behalf of the Certificateholders or any
Certificateholder, the party discovering such breach shall give prompt written
notice to the Mortgage Loan Seller and/or the other parties, as applicable.
SECTION 5. Representations, Warranties and Covenants of the
Purchaser.
(a) The Purchaser, as of the date hereof, hereby represents and
warrants to, and covenants with, the Mortgage Loan Seller that:
(i) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of State of Delaware.
(ii) The execution and delivery of this Agreement by the Purchaser,
and the performance of, and compliance with, the terms of this Agreement
by the Purchaser, do not violate the Purchaser's organizational documents
or constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach of,
any material agreement or other instrument to which it is a party or which
is applicable to it or any of its assets.
(iii) The Purchaser has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Mortgage Loan Seller, constitutes a valid, legal and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws
affecting the enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law.
(v) The Purchaser is not in violation of, and its execution and
delivery of this Agreement and its performance of, and compliance with,
the terms of this Agreement will not constitute a violation of, any law,
any judgment, order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in the Purchaser's good faith and
reasonable judgment, is likely to affect materially and adversely either
the ability of the Purchaser to perform its obligations under this
Agreement or the financial condition of the Purchaser.
(vi) No litigation is pending or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit the
Purchaser from entering into this Agreement or, in the Purchaser's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Purchaser.
(vii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Mortgage Loan Seller, the
Underwriters, the Initial Purchasers and their respective affiliates, that
may be entitled to any commission or compensation in connection with the
sale of the Mortgage Loans or the consummation of any of the transactions
contemplated hereby.
(viii) No consent, approval, authorization or order of, registration
or filing with, or notice to, any governmental authority or court is
required, under federal or state law, for the Purchaser's execution,
delivery and performance of or compliance by the Purchaser with this
Agreement, or the consummation by the Purchaser of any transaction
contemplated hereby, other than (1) such consents, approvals,
authorizations, qualifications, registrations, filings or notices as have
been obtained, made or given and (2) where the lack of such consent,
approval, authorization, qualification, registration, filing or notice
would not have a material adverse effect on the performance by the
Purchaser under this Agreement.
(b) Upon discovery by any of the parties hereto of a breach of any
of the representations and warranties set forth above which materially and
adversely affects the interests of the Mortgage Loan Seller, the party
discovering such breach shall give prompt written notice to the other party
hereto.
SECTION 6. Repurchases; Substitutions.
(a) If any of the Servicers, the Special Servicer or the Trustee
discovers or receives notice of a defect in any Mortgage File (a "Defect") or a
breach of any representation or warranty set forth in, or required to be made
with respect to a Mortgage Loan by the Mortgage Loan Seller pursuant to, the
related Mortgage Loan Purchase Agreement (a "Breach"), which Defect or Breach,
as the case may be, (which notice shall be in addition to any Trustee Exception
Report) affects the value of any Mortgage Loan or the interests of any
Certificateholders therein, the Servicers, the Special Servicer or the Trustee,
as applicable, shall give prompt written notice of such Defect or Breach, as the
case may be, (which notice shall be in addition to any Trustee Exception Report)
to the Depositor, each Rating Agency, the Servicers, the Special Servicer, the
Mortgage Loan Seller, the Trustee, the Directing Certificateholder, the holder
of any Serviced Companion Loan and the applicable Servicer or the Special
Servicer (in the case of Specially Serviced Mortgage Loans) shall request that
the Mortgage Loan Seller, not later than the earlier of 90 days from the
Mortgage Loan Seller's receipt of such notice or the Mortgage Loan Seller's
discovery of such Breach, (i) cure such Defect or Breach, as the case may be, in
all material respects, (ii) repurchase the affected Mortgage Loan at the
applicable Purchase Price or in conformity with the applicable Mortgage Loan
Purchase Agreement or (iii) substitute a Qualified Substitute Mortgage Loan for
such affected Mortgage Loan (provided that in no event shall any such
substitution occur later than the second anniversary of the Closing Date) and
pay the applicable Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount in connection therewith; provided, however, that
if such Breach and Defect is capable of being cured but not within such 90-day
period, and the Mortgage Loan Seller has commenced and is diligently proceeding
with the cure of such Breach or Defect within such 90-day period, the Mortgage
Loan Seller shall have an additional 90 days to complete such cure (or, failing
such cure, to repurchase the related Mortgage Loan or substitute a Qualified
Substitute Mortgage Loan) and provided, further, that with respect to such
additional 90-day period, the Mortgage Loan Seller shall have delivered an
Officer's Certificate to the Rating Agencies, the applicable Servicer, the
Special Servicer and the Trustee setting forth the reason such Breach or Defect
is not capable of being cured within the initial 90-day period and what actions
the Mortgage Loan Seller is pursuing in connection with the cure thereof and
stating that the Mortgage Loan Seller anticipates that such Breach or Defect
will be cured within the additional 90-day period. Notwithstanding the
foregoing, any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code,
without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) which
causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be
deemed to materially and adversely affect the interest of Certificateholders
therein, and such Mortgage Loan shall be repurchased no later than the earlier
of 90 days from the Mortgage Loan Seller's receipt of a notice of such Defect or
Breach or the Mortgage Loan Seller's discovery of such Breach or Defect. If the
affected Mortgage Loan is to be repurchased, the funds in the amount of the
Purchase Price are to be deposited by wire transfer in the Certificate Account.
Notwithstanding the foregoing, if a Mortgage Loan is not secured by a hotel,
restaurant (operated by the Mortgagor), healthcare facility, nursing home,
assisted living facility, self-storage facility, theatre (as sole collateral),
mobile home park or fitness center (operated by the Mortgagor) property, then
the failure to deliver to the Trustee copies of the UCC Financing Statements
with respect to such Mortgage Loan shall not be a material Defect or material
Breach.
If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Mortgage Loan Seller as
contemplated by this Section 6, then, prior to the subject repurchase, the
Mortgage Loan Seller or its designee, as the case may be, shall use its
reasonable efforts, subject to the terms of the related Mortgage Loan(s), to
prepare and, to the extent necessary and appropriate, have executed by the
related Mortgagor and record, such documentation as may be necessary to
terminate the cross-collateralization between the Mortgage Loan(s) in such
Cross-Collateralized Group that are to be repurchased, on the one hand, and the
remaining Mortgage Loan(s) therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly corresponding thereto;
provided that no such termination shall be effected unless and until the
Directing Certificateholder, if one is then acting, has consented in its sole
discretion and the Trustee has received from the Mortgage Loan Seller, as the
case may be, (i) an Opinion of Counsel to the effect that such termination would
not cause an Adverse REMIC Event to occur and (ii) written confirmation from
each Rating Agency that such termination will not result in a downgrade,
qualification or withdrawal of the then-current rating of the Certificates or
any Serviced Companion Loan Securities that are currently being rated by such
Rating Agency; and provided, further, that the Mortgage Loan Seller, in the case
of the related Mortgage Loans, may, at its option and within 30 days, purchase
the entire subject Cross-Collateralized Group in lieu of effecting a termination
of the cross-collateralization. All costs and expenses incurred by the Trustee
or any Person acting on its behalf pursuant to this paragraph shall be included
in the calculation of the Purchase Price for the Mortgage Loan(s) to be
repurchased. If the cross-collateralization of any Cross-Collateralized Group
cannot be terminated as contemplated by this paragraph, then, for purposes of
(i) determining the materiality of any Breach or Defect, as the case may be, and
(ii) the application of remedies, such Breach or Defect shall be treated as a
Breach or Defect as to each Mortgage Loan in the Cross-Collateralized Group and
such Cross-Collateralized Group shall be treated as a single Mortgage Loan.
Solely for the purpose of complying with the REMIC Provisions, the Mortgagors of
any Cross-Collateralized Group are intended third-party beneficiaries of a
release of cross-collateralization that is permitted by the provisions of this
paragraph, and the provisions of this paragraph may not be amended without the
consent of all such Mortgagors, provided, however, that such Mortgagors shall
not be third-party beneficiaries of any other provision of this Agreement and
shall have no rights with respect to this Agreement except as set forth in this
paragraph. In addition, the foregoing paragraph shall not impose any additional
obligations on the Servicers or the Special Servicer with respect to any
Mortgagors.
(b) In connection with any repurchase of a Mortgage Loan
contemplated by this Section 6, the Trustee, the Servicers (with respect to any
such Mortgage Loan other than a Specially Serviced Mortgage Loan) and the
Special Servicer (with respect to any such Mortgage Loan that is a Specially
Serviced Mortgage Loan) shall each tender to the Mortgage Loan Seller, upon
delivery (i) to each of the Servicers or the Special Servicer, as applicable, of
a trust receipt and (ii) to the Trustee by the Servicers or the Special
Servicer, as applicable, of a Request for Release and an acknowledgement by such
Servicer or Special Servicer, as applicable, of its receipt of the Purchase
Price executed by the Mortgage Loan Seller, all portions of the Mortgage File
and other documents pertaining to such Mortgage Loan possessed by it, and each
document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed or assigned in the form of endorsement
or assignment provided to the Trustee by the Mortgage Loan Seller, as the case
may be, to the Mortgage Loan Seller in the same manner as provided in this
Section 6; provided, however, that the applicable Servicer or Special Servicer,
as applicable, shall use reasonable efforts to cooperate in furnishing necessary
information to the Mortgage Loan Seller in connection with such Mortgage Loan
Seller's preparation of such endorsement or assignment.
(c) This Section 6 provides the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Defect in a Mortgage File or any Breach of any representation or
warranty set forth in or required to be made pursuant to this Section 6.
(d) The Special Servicer shall, for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests, the Class A-MFL Regular Interest and the Class A-JFL Regular
Interest), enforce the obligations of the Mortgage Loan Seller under this
Section 6. Such enforcement, including, without limitation, the legal
prosecution of claims, shall be carried out in accordance with the Servicing
Standard.
SECTION 7. Closing.
The closing of the purchase and sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP,
One World Financial Center, New York, New York 10281 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 bill 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
articles of association 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, 280 Park Avenue, 8th Floor,
New York, New York 10017, Attention: Anuj Gupta, Managing Director, facsimile
no. (212) 716-8911, with a copy to David Martindale, facsimile no. (972)
728-7650 and with a copy to Patricia A. DeLuca, Esq., General Electric capital
Corporation, 292 Long Ridge Rd., Stamford, Connecticut 06927, facsimile no.
(203) 357-6768 (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,
c/o Bank of America, National Association, 214 North Tryon Street,
NC1-027-22-03, Charlotte, North Carolina 28255, Attention: Stephen Hogue, fax
number (704) 386-1094, with a copy to Paul E. Kurzeja, Esq., at Bank of America
Corporate Center, 100 North Tryon Street, 20th Floor, Charlotte, North Carolina
28255 and with a copy to Henry A. LaBrun, Esq., Cadwalader, Wickersham & Taft
LLP, 227 West Trade Street, Suite 2400, Charlotte, North Carolina 28202.
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 Bank of America 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/ Nancy G. Tramutola
-----------------------------------------
Name: Nancy G. Tramutola
---------------------------------------
Title: Authorized Signatory
--------------------------------------
BANK OF AMERICA,
NATIONAL ASSOCIATION
By: /s/ Stephen L. Hogue
-----------------------------------------
Name: Stephen L. Hogue
---------------------------------------
Title: Principal
--------------------------------------
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 EDGAR on the SEC Web site at www.sec.gov.
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:
dg.propsectus_distribution@bofasecurities.com.
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 profi 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 2007-C1
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
PROPERTIES
% of
Initial Pool
Loan No. Property Name (1) Balance
- -------- ------------------------------------------------------------- ------------
4 Skyline Portfolio 5.14%
4.1 One Skyline Tower 1.02%
4.2 Seven Skyline Place 0.76%
4.3 Six Skyline Place 0.62%
4.4 Five Skyline Place 0.60%
4.5 One Skyline Place 0.56%
4.6 Four Skyline Place 0.53%
4.7 Two Skyline Place 0.53%
4.8 Three Skyline Place 0.52%
9 Pacific Shores 4.20%
13 111 Livingston Street 2.02%
19 Doubletree Irvine Spectrum 1.13%
20 Piero Apartments 1.02%
25 5 Marine View Plaza 0.75%
31 Lebanon Plaza 0.59%
32 7700 Leesburg Pike 0.57%
40 Cypress Crossroads 0.49%
41 Clarion LaGuardia Airport Hotel 0.44%
45 Backlick Plaza 0.42%
53 Ranch at City Park 0.39%
54 5th Avenue Station 0.38%
55 Rolling Hills Place 0.37%
59 Arcadis - BBL HQ 0.36%
59.1 Arcadis - BBL HQ - 6711 & 6723 Towpath Road 0.32%
59.2 Arcadis - BBL HQ - 8 South River Road 0.04%
61 Matthews Plaza 0.35%
64 The Farrington 0.34%
67 Marsh Store 80 0.32%
83 Shoppes at Koch Park 0.26%
Rollup Shops at Stadium Towers and Hooters Crossed Portfolio 0.24%
88 Shops at Stadium Towers 0.20%
89 Shops at Stadium Towers Hooters 0.04%
90 Cypress Center 0.24%
94 700-710 Pelham Parkway 0.23%
95 Chestnut Court Apartments 0.23%
97 Mountain View Plaza 0.22%
98 Hilton Village Shopping Center and Hilton Village Office Park 0.22%
100 Crane Building 0.21%
101 PetsMart/Staples 0.21%
102 Hampton Inn West 0.20%
109 Eugene Medical Office Building 0.19%
115 229 Fabricante 0.16%
116 Marshall's Plaza 0.16%
117 Shops Under Target 0.16%
131 Owens Corning Industrial 0.14%
132 Holiday Inn Select Wilmington-Brandywine 0.13%
134 Marsh Store 31 0.13%
141 Holiday Inn Express Six Flags 0.13%
143 Premier Self Storage -Toa Baja 0.12%
147 Cornerstone Center 0.12%
148 Mission Viejo Town Center Phase 4 0.12%
149 Northstate Storage Portfolio Myrtle Beach 0.12%
155 The Stanley Works 0.11%
161 Chiodo Plaza 0.11%
162 Northstate Storage Portfolio Carolina Beach 0.11%
169 2301 & 2321 East Del Amo Boulevard 0.10%
173 Walgreens Rogers 0.09%
188 Gower Gulch Center 0.07%
189 Marsh Store 71 0.07%
191 Northstate Storage Portfolio Mineral Springs 0.07%
192 Marsh Store 95 0.06%
193 Northstate Storage Portfolio Swansboro 0.06%
196 631 & 645 Grant Avenue 0.06%
197 Walgreen's - Mundelein, IL 0.05%
202 Mill Creek Professional Building 0.03%
% of Applicable Mortgage Cut-Off General
Loan Group Loan Group # of Loan Original Date Property
Loan No. One or Two Balance Properties Seller (2) Balance ($) Balance ($) (3) Type
- -------- ---------- --------------- ---------- ---------- ----------- --------------- ------------
4 1 7.01% 8 BofA 203,400,000 203,400,000 Office
4.1 1 1.39% 1 BofA 40,410,000 40,410,000 Office
4.2 1 1.04% 1 BofA 30,240,000 30,240,000 Office
4.3 1 0.85% 1 BofA 24,570,000 24,570,000 Office
4.4 1 0.81% 1 BofA 23,610,000 23,610,000 Office
4.5 1 0.76% 1 BofA 21,990,000 21,990,000 Office
4.6 1 0.73% 1 BofA 21,150,000 21,150,000 Office
4.7 1 0.72% 1 BofA 21,000,000 21,000,000 Office
4.8 1 0.70% 1 BofA 20,430,000 20,430,000 Office
9 1 5.72% 1 BofA 165,875,000 165,875,000 Office
13 1 2.76% 1 BofA 80,000,000 80,000,000 Office
19 1 1.53% 1 BofA 44,500,000 44,500,000 Hotel
20 2 3.84% 1 BofA 40,400,000 40,400,000 Multifamily
25 1 1.02% 1 BofA 29,500,000 29,500,000 Office
31 1 0.80% 1 BofA 23,200,000 23,200,000 Retail
32 1 0.78% 1 BofA 22,600,000 22,600,000 Office
40 1 0.67% 1 BofA 19,400,000 19,400,000 Office
41 1 0.60% 1 BofA 17,300,000 17,300,000 Hotel
45 1 0.57% 1 BofA 16,560,000 16,560,000 Retail
53 2 1.46% 1 BofA 15,367,510 15,367,510 Multifamily
54 1 0.52% 1 BofA 15,000,000 15,000,000 Mixed Use
55 2 1.40% 1 BofA 14,720,000 14,720,000 Multifamily
59 1 0.49% 2 BofA 14,110,000 14,110,000 Office
59.1 1 0.44% 1 BofA 12,656,000 12,656,000 Office
59.2 1 0.05% 1 BofA 1,454,000 1,454,000 Office
61 1 0.48% 1 BofA 14,000,000 13,952,651 Retail
64 2 1.28% 1 BofA 13,500,000 13,500,000 Multifamily
67 1 0.43% 1 BofA 12,552,032 12,489,566 Retail
83 1 0.35% 1 BofA 10,200,000 10,200,000 Retail
Rollup 1 0.33% 2 BofA 9,625,000 9,567,787 Various
88 1 0.28% 1 BofA 8,125,000 8,076,702 Retail
89 1 0.05% 1 BofA 1,500,000 1,491,085 Other
90 1 0.33% 1 BofA 9,516,000 9,516,000 Retail
94 1 0.31% 1 BofA 9,000,000 9,000,000 Retail
95 2 0.86% 1 BofA 9,000,000 9,000,000 Multifamily
97 1 0.30% 1 BofA 8,700,000 8,700,000 Retail
98 1 0.30% 1 BofA 8,600,000 8,600,000 Mixed Use
100 1 0.29% 1 BofA 8,400,000 8,400,000 Office
101 1 0.29% 1 BofA 8,300,000 8,300,000 Retail
102 1 0.27% 1 BofA 7,900,000 7,874,421 Hotel
109 1 0.26% 1 BofA 7,500,000 7,475,221 Office
115 1 0.22% 1 BofA 6,500,000 6,487,501 Industrial
116 1 0.22% 1 BofA 6,450,000 6,438,680 Retail
117 1 0.22% 1 BofA 6,485,135 6,395,967 Retail
131 1 0.19% 1 BofA 5,430,000 5,430,000 Industrial
132 1 0.18% 1 BofA 5,350,000 5,335,321 Hotel
134 1 0.18% 1 BofA 5,286,922 5,260,611 Retail
141 1 0.17% 1 BofA 4,960,000 4,960,000 Hotel
143 1 0.17% 1 BofA 4,904,000 4,904,000 Self Storage
147 1 0.16% 1 BofA 4,650,000 4,645,256 Office
148 1 0.16% 1 BofA 4,610,000 4,610,000 Retail
149 1 0.16% 1 BofA 4,600,000 4,600,000 Self Storage
155 1 0.15% 1 BofA 4,380,000 4,380,000 Industrial
161 1 0.14% 1 BofA 4,200,000 4,195,612 Mixed Use
162 1 0.14% 1 BofA 4,200,000 4,200,000 Self Storage
169 1 0.14% 1 BofA 3,950,000 3,942,726 Industrial
173 1 0.13% 1 BofA 3,700,000 3,696,020 Retail
188 1 0.10% 1 BofA 2,800,000 2,791,117 Retail
189 1 0.09% 1 BofA 2,687,660 2,674,285 Retail
191 1 0.09% 1 BofA 2,600,000 2,600,000 Self Storage
192 1 0.09% 1 BofA 2,526,798 2,514,223 Retail
193 1 0.09% 1 BofA 2,500,000 2,500,000 Self Storage
196 1 0.08% 1 BofA 2,200,000 2,193,154 Retail
197 1 0.07% 1 BofA 2,150,000 2,142,957 Retail
202 1 0.05% 1 BofA 1,386,000 1,381,317 Office
Detailed Interest Original
Property Interest Administrative Accrual Term to Maturity
Loan No. Type Rate Cost Rate Basis or APD (mos.)
- -------- ------------------------- -------- -------------- ---------- ----------------
4 Suburban 5.7430% 0.02053% Actual/360 120
4.1 Suburban
4.2 Suburban
4.3 Suburban
4.4 Suburban
4.5 Suburban
4.6 Suburban
4.7 Suburban
4.8 Suburban
9 Suburban 5.4770% 0.02053% Actual/360 60
13 CBD 5.8500% 0.06053% Actual/360 120
19 Full Service 5.7820% 0.02053% Actual/360 120
20 Conventional 5.5540% 0.02053% Actual/360 60
25 CBD 5.6040% 0.02053% Actual/360 120
31 Anchored 5.6994% 0.02053% Actual/360 120
32 Suburban 5.7020% 0.02053% Actual/360 60
40 Suburban 5.7550% 0.02053% Actual/360 120
41 Limited Service 6.5019% 0.02053% Actual/360 36
45 Anchored 5.5460% 0.02053% Actual/360 120
53 Conventional 6.1880% 0.05053% Actual/360 120
54 Multifamily/Office/Retail 5.1850% 0.06053% Actual/360 120
55 Conventional 5.7670% 0.05053% Actual/360 120
59 Suburban 5.7920% 0.02053% Actual/360 120
59.1 Suburban
59.2 Suburban
61 Anchored 5.6230% 0.02053% Actual/360 120
64 Conventional 5.5010% 0.02053% Actual/360 120
67 Anchored 5.8800% 0.05053% Actual/360 120
83 Anchored 5.6220% 0.02053% Actual/360 120
Rollup Various Various 0.02053% Actual/360 120
88 Unanchored 5.9440% 0.02053% Actual/360 120
89 Land 5.9450% 0.02053% Actual/360 120
90 Shadow Anchored 5.5390% 0.07053% 30/360 120
94 Unanchored 5.8160% 0.02053% Actual/360 120
95 Conventional 5.8720% 0.02053% Actual/360 120
97 Anchored 5.8130% 0.02053% Actual/360 120
98 Office/Retail 5.2090% 0.02053% Actual/360 60
100 CBD 5.8100% 0.02053% Actual/360 120
101 Anchored 5.8250% 0.02053% Actual/360 120
102 Limited Service 5.8780% 0.02053% Actual/360 60
109 Medical Office 5.7600% 0.02053% Actual/360 120
115 Office/Warehouse 5.7730% 0.02053% Actual/360 120
116 Anchored 6.1820% 0.02053% Actual/360 120
117 Shadow Anchored 5.5320% 0.02053% Actual/360 125
131 Distribution 5.7350% 0.02053% Actual/360 120
132 Full Service 5.9620% 0.02053% Actual/360 60
134 Anchored 5.8800% 0.05053% Actual/360 120
141 Limited Service 5.7730% 0.02053% Actual/360 120
143 Self Storage 5.6730% 0.02053% Actual/360 120
147 Medical Office 5.8710% 0.02053% Actual/360 120
148 Shadow Anchored 6.0720% 0.02053% Actual/360 120
149 Self Storage 5.8800% 0.02053% Actual/360 120
155 Office/Warehouse 6.3820% 0.02053% Actual/360 120
161 Office/Retail 5.7460% 0.02053% Actual/360 120
162 Self Storage 5.9750% 0.02053% Actual/360 120
169 Warehouse 5.9680% 0.02053% Actual/360 60
173 Anchored 5.5920% 0.02053% Actual/360 120
188 Anchored 5.9970% 0.02053% Actual/360 120
189 Anchored 5.8800% 0.05053% Actual/360 120
191 Self Storage 5.8080% 0.02053% Actual/360 120
192 Anchored 5.8800% 0.05053% Actual/360 120
193 Self Storage 5.9980% 0.02053% Actual/360 120
196 Unanchored 6.1100% 0.02053% Actual/360 120
197 Anchored 5.8100% 0.02053% Actual/360 120
202 Suburban 5.6290% 0.02053% Actual/360 120
Stated Remaining Original Remaining First Maturity Annual
Term to Maturity Amortization Amortization Payment Date Debt
Loan No. or APD (mos.) Term (mos.) Term (mos.) Date or APD Service ($) (4)
- -------- ---------------- ------------ ------------ --------- --------- ---------------
4 117 0 0 3/1/2007 2/1/2017 11,843,501.76
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
9 56 0 0 2/1/2007 1/1/2012 9,211,153.92
13 116 0 0 2/1/2007 1/1/2017 4,745,000.04
19 119 360 360 5/1/2007 4/1/2017 3,127,142.88
20 58 0 0 4/1/2007 3/1/2012 2,274,980.16
25 117 360 360 3/1/2007 2/1/2017 2,033,132.52
31 117 0 0 3/1/2007 2/1/2017 1,340,625.48
32 58 0 0 4/1/2007 3/1/2012 1,306,549.92
40 116 360 360 2/1/2007 1/1/2017 1,359,297.12
41 33 360 360 3/1/2007 2/1/2010 1,312,428.96
45 117 0 0 3/1/2007 2/1/2017 931,173.36
53 109 360 360 7/1/2006 6/1/2016 1,128,019.20
54 118 0 0 4/1/2007 3/1/2017 788,552.04
55 116 360 360 2/1/2007 1/1/2017 1,032,731.52
59 117 360 360 3/1/2007 2/1/2017 992,627.76
59.1
59.2
61 117 360 357 3/1/2007 2/1/2017 966,890.64
64 119 360 360 5/1/2007 4/1/2017 919,919.88
67 115 360 355 1/1/2007 12/1/2016 891,481.56
83 119 360 360 5/1/2007 4/1/2017 704,371.56
Rollup 114 360 354 12/1/2006 11/1/2016 688,339.56
88 114 360 354 12/1/2006 11/1/2016 581,056.08
89 114 360 354 12/1/2006 11/1/2016 107,283.48
90 117 0 0 3/1/2007 2/1/2017 527,091.24
94 117 0 0 3/1/2007 2/1/2017 530,709.96
95 117 0 0 3/1/2007 2/1/2017 535,820.04
97 118 0 0 4/1/2007 3/1/2017 512,755.08
98 57 0 0 3/1/2007 2/1/2012 454,195.92
100 120 360 360 6/1/2007 5/1/2017 592,089.12
101 117 0 0 3/1/2007 2/1/2017 490,189.92
102 57 360 357 3/1/2007 2/1/2012 560,959.56
109 117 360 357 3/1/2007 2/1/2017 525,787.44
115 118 360 358 4/1/2007 3/1/2017 456,327.12
116 118 360 358 4/1/2007 3/1/2017 473,147.28
117 107 360 347 12/1/2005 4/1/2016 443,426.28
131 118 0 0 4/1/2007 3/1/2017 315,735.60
132 58 300 298 4/1/2007 3/1/2012 412,151.52
134 115 360 355 1/1/2007 12/1/2016 375,492.48
141 117 360 360 3/1/2007 2/1/2017 348,212.76
143 116 360 360 2/1/2007 1/1/2017 340,547.76
147 119 360 359 5/1/2007 4/1/2017 329,935.44
148 118 360 360 4/1/2007 3/1/2017 334,236.48
149 118 360 360 4/1/2007 3/1/2017 326,705.28
155 117 0 0 3/1/2007 2/1/2017 283,413.96
161 119 360 359 5/1/2007 4/1/2017 293,992.68
162 118 360 360 4/1/2007 3/1/2017 301,363.92
169 58 360 358 4/1/2007 3/1/2012 283,212.48
173 119 360 359 5/1/2007 4/1/2017 254,667.12
188 117 360 357 3/1/2007 2/1/2017 201,384.12
189 115 360 355 1/1/2007 12/1/2016 190,885.32
191 118 360 360 4/1/2007 3/1/2017 183,225.96
192 115 360 355 1/1/2007 12/1/2016 179,460.48
193 118 360 360 4/1/2007 3/1/2017 179,826.60
196 117 360 357 3/1/2007 2/1/2017 160,153.20
197 117 360 357 3/1/2007 2/1/2017 151,546.68
202 117 360 357 3/1/2007 2/1/2017 95,785.20
Monthly Remaining Crossed
Debt Interest Only APD With
Loan No. Service ($) (4) Period (mos.) Lockbox (5) (Yes/No) Other Loans
- -------- --------------- ------------- -------------- -------- --------------------
4 986,958.48 117 Hard No No
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
9 767,596.16 56 Hard No No
13 395,416.67 116 Hard No No
19 260,595.24 23 No No No
20 189,581.68 58 No No No
25 169,427.71 57 Hard No No
31 111,718.79 117 No No No
32 108,879.16 58 No No No
40 113,274.76 32 No No No
41 109,369.08 21 No No No
45 77,597.78 117 No No No
53 94,001.60 25 No No No
54 65,712.67 118 No No No
55 86,060.96 56 No No No
59 82,718.98 57 No No No
59.1
59.2
61 80,574.22 0 No No No
64 76,659.99 59 No No No
67 74,290.13 0 Hard No No
83 58,697.63 59 No No No
Rollup 57,361.63 0 No No Yes - GECMC 2007-1 D
88 48,421.34 0 No No Yes - GECMC 2007-1 D
89 8,940.29 0 No No Yes - GECMC 2007-1 D
90 43,924.27 117 No No No
94 44,225.83 117 No No No
95 44,651.67 117 No No No
97 42,729.59 118 No No No
98 37,849.66 57 No No No
100 49,340.76 0 No No No
101 40,849.16 117 No No No
102 46,746.63 0 No No No
109 43,815.62 0 No No No
115 38,027.26 0 No No No
116 39,428.94 0 No No No
117 36,952.19 0 No No No
131 26,311.30 118 Springing Hard No No
132 34,345.96 0 No No No
134 31,291.04 0 Hard No No
141 29,017.73 21 No No No
143 28,378.98 56 No No No
147 27,494.62 0 No No No
148 27,853.04 34 No No No
149 27,225.44 46 No No No
155 23,617.83 117 Springing Hard No No
161 24,499.39 0 No No No
162 25,113.66 46 No No No
169 23,601.04 0 No No No
173 21,222.26 0 No No No
188 16,782.01 0 No No No
189 15,907.11 0 Hard No No
191 15,268.83 46 No No No
192 14,955.04 0 Hard No No
193 14,985.55 46 No No No
196 13,346.10 0 No No No
197 12,628.89 0 Hard No No
202 7,982.10 0 No No No
Cut-Off
Related Grace Payment Appraised Date LTV
Loan No. Borrower DSCR (4) (6) (7) (8) Period Date Value ($) (9) Ratio (7)
- -------- -------------- -------------------- ------ ------- ------------- ---------
4 No 1.24 3 1 872,000,000 77.75%
4.1 170,000,000
4.2 129,000,000
4.3 105,000,000
4.4 103,000,000
4.5 94,300,000
4.6 91,300,000
4.7 90,700,000
4.8 88,700,000
9 No 1.65 0 1 603,400,000 54.98%
13 No 1.32 0 1 107,000,000 74.77%
19 No 1.36 5 1 60,500,000 73.55%
20 No 1.37 5 1 68,300,000 59.15%
25 No 1.15 5 1 42,400,000 69.58%
31 No 1.36 5 1 29,000,000 80.00%
32 No 1.12 5 1 28,300,000 79.86%
40 No 1.06 5 1 25,000,000 77.60%
41 No 1.31 0 1 22,565,000 76.67%
45 No 1.46 5 1 23,100,000 71.69%
53 No 1.20 5 1 21,250,000 72.32%
54 No 2.06 5 1 30,100,000 49.83%
55 No 1.16 5 1 18,400,000 80.00%
59 No 1.31 1 1 23,300,000 60.56%
59.1 20,900,000
59.2 2,400,000
61 No 1.11 5 1 17,500,000 79.73%
64 No 1.20 5 1 17,500,000 77.14%
67 GECMC 2007-1 E 1.33 5 1 17,480,000 71.45%
83 No 1.16 5 1 12,750,000 80.00%
Rollup GECMC 2007-1 F 1.26 5 1 16,200,000 59.06%
88 GECMC 2007-1 F 1.26 5 1 13,500,000 59.06%
89 GECMC 2007-1 F 1.26 5 1 2,700,000 59.06%
90 No 1.64 10 1 15,750,000 60.42%
94 No 1.21 5 1 12,600,000 71.43%
95 No 1.26 5 1 11,250,000 80.00%
97 No 1.39 5 1 11,600,000 75.00%
98 No 1.86 5 1 23,500,000 36.60%
100 No 1.45 5 1 11,600,000 72.41%
101 GECMC 2007-1 F 1.29 5 1 10,400,000 79.81%
102 No 1.39 5 1 10,400,000 75.72%
109 No 1.24 5 1 10,700,000 69.86%
115 No 1.25 5 1 9,000,000 72.08%
116 No 1.32 5 1 8,600,000 74.87%
117 No 1.20 5 1 8,500,000 75.25%
131 No 1.45 5 1 6,620,000 82.02%
132 No 1.44 5 1 8,700,000 61.33%
134 GECMC 2007-1 E 1.31 5 1 7,320,000 71.87%
141 No 1.92 5 1 6,200,000 80.00%
143 No 1.00 5 1 6,130,000 80.00%
147 No 1.25 5 1 5,900,000 78.73%
148 GECMC 2007-1 F 1.15 5 1 6,460,000 71.36%
149 GECMC 2007-1 P 1.05 5 1 5,750,000 80.00%
155 No 1.83 5 1 7,300,000 60.00%
161 No 1.21 5 1 5,400,000 77.70%
162 GECMC 2007-1 P 1.14 5 1 5,250,000 80.00%
169 No 1.21 5 1 5,500,000 71.69%
173 No 1.25 5 1 5,250,000 70.40%
188 No 2.35 5 1 11,100,000 25.15%
189 GECMC 2007-1 E 1.30 5 1 3,720,000 71.89%
191 GECMC 2007-1 P 1.47 5 1 3,715,000 69.99%
192 GECMC 2007-1 E 1.29 5 1 3,500,000 71.83%
193 GECMC 2007-1 P 1.12 5 1 3,125,000 80.00%
196 No 1.22 5 1 5,300,000 41.38%
197 No 1.35 5 1 3,640,000 58.87%
202 No 1.20 5 1 2,550,000 54.17%
LTV
Ratio at
Loan No. Maturity/APD (7) Address City
- -------- ---------------- -------------------------------------- ---------------------------
4 77.75% Various Falls Church
4.1 5107 Leesburg Pike Falls Church
4.2 5275 Leesburg Pike Falls Church
4.3 5109 Leesburg Pike Falls Church
4.4 5111 Leesburg Pike Falls Church
4.5 5205 Leesburg Pike Falls Church
4.6 5113 Leesburg Pike Falls Church
4.7 5203 Leesburg Pike Falls Church
4.8 5201 Leesburg Pike Falls Church
9 54.98% 1100 - 2100 Seaport Boulevard Redwood City
13 74.77% 111 Livingston Street Brooklyn
19 64.86% 90 Pacifica Avenue Irvine
20 59.15% 616 St. Paul Avenue Los Angeles
25 64.74% 38-40 First Street Hoboken
31 80.00% 1301 Quentin Road Lebanon
32 79.86% 7700 - 7704 Leesburg Pike Falls Church
40 69.78% 10833 Valley View Street Cypress
41 75.88% 9400 Ditmars Boulevard East Elmhurst
45 71.69% 6981 Hechinger Drive Springfield
53 65.59% 11900 City Park Central Lane Houston
54 49.83% 200 - 300 East 5th Avenue Naperville
55 74.61% 500 Rolling Hills Place Lancaster
59 56.50% Various Various
59.1 6711 & 6723 Towpath Road East Syracuse
59.2 8 South River Road Cranbury
61 67.07% 11416 East Independence Boulevard Matthews
64 71.67% 2738 Roosevelt Boulevard Clearwater
67 60.69% 1960 East Greyhound Pass Carmel
83 74.45% 2109-2183 Charbonier Road Florissant
Rollup 50.30% Various Anaheim
88 50.30% 2430 Katella Avenue Anaheim
89 50.30% 2438 Katella Avenue Anaheim
90 60.42% 6848 - 6947 Katella Cypress
94 71.43% 2190-2198 White Plains Road Bronx
95 80.00% 200 Middlesex Road Matawan
97 75.00% 9705 and 9751 North Thornydale Road Tucson
98 36.60% 6045 North Scottsdale Road Scottsdale
100 61.09% 24th and Railroad Street Pittsburgh
101 79.81% 30511-30515 Avenida de las Flores Rancho Santa Margarita
102 70.94% 3800 West Kellogg Street Wichita
109 59.01% 74B Centennial Loop Eugene
115 60.86% 229 Avenida Fabricante San Clemente
116 63.97% 6925-6933 South Lindbergh Boulevard St. Louis
117 63.81% 21 Broad Street Stamford
131 82.02% 2710 Laude Drive Rockford
132 55.58% 630 Naamans Road Claymont
134 61.04% 1013 Forest Avenue Marion
141 70.52% 3500 Interstate Highway 10 West Boerne
143 74.51% Carretera #2 KM 19.5 Toa Baja
147 66.60% 2300 Buffalo Road Rochester
148 64.59% 28311 Marguerite Parkway Mission Viejo
149 73.47% 4630 Dick Pond Road Myrtle Beach
155 60.00% 14670 Cumberland Road Noblesville
161 65.48% 5992-5998 Steubenville Pike Pittsburgh
162 73.59% 5835 Carolina Beach Road Wilmington
169 67.17% 2301 & 2321 East Del Amo Boulevard Compton
173 59.05% 2503 West Pleasant Grove Road Rogers
188 21.39% 6130 West Sunset Boulevard Los Angeles
189 61.06% 1711 North Walnut Street Hartford City
191 64.20% 2015 Sherron Road Durham
192 61.01% 1800 South Burlington Drive Muncie
193 73.62% 1044 Corbett Avenue Swansboro
196 35.31% 631 & 645 Grant Avenue San Francisco
197 49.80% 701 South Midlothian Road Mundelein
202 45.58% 805 164th Street Southeast Mill Creek
Net Rentable Units
Year Year Area Sq. Ft/Units/ of
Loan No. County State Zip Code Built Renovated Beds/Pads/Keys (10) (11) Measure
- -------- ------------- ------- -------- ------- --------- ------------------------ -------
4 Fairfax VA 22041 Various 2,566,783 Sq. Ft.
4.1 Fairfax VA 22041 1987 473,350 Sq. Ft.
4.2 Fairfax VA 22041 2001 402,824 Sq. Ft.
4.3 Fairfax VA 22041 1985 308,533 Sq. Ft.
4.4 Fairfax VA 22041 1983 298,468 Sq. Ft.
4.5 Fairfax VA 22041 1972 275,492 Sq. Ft.
4.6 Fairfax VA 22041 1982 267,651 Sq. Ft.
4.7 Fairfax VA 22041 1979 270,679 Sq. Ft.
4.8 Fairfax VA 22041 1980 269,786 Sq. Ft.
9 San Mateo CA 94063 2002 1,224,326 Sq. Ft.
13 Kings NY 11201 1970 2001 397,650 Sq. Ft.
19 Orange CA 92618 1999 252 Keys
20 Los Angeles CA 90017 2004 225 Units
25 Hudson NJ 07030 1979 2005 126,571 Sq. Ft.
31 Lebanon PA 17042 1966 1993 354,153 Sq. Ft.
32 Fairfax VA 22043 1977 147,231 Sq. Ft.
40 Orange CA 90630 1987 106,341 Sq. Ft.
41 Queens NY 11369 1956 2006 169 Keys
45 Fairfax VA 22151 1970 2006 85,932 Sq. Ft.
53 Harris TX 77047 2005 270 Units
54 DuPage IL 60563 1918 1986 118 Units
55 Dallas TX 75146 1985 384 Units
59 Various Various Various Various 123,076 Sq. Ft.
59.1 Onondaga NY 13057 1989 110,328 Sq. Ft.
59.2 Middlesex NJ 08512 1992 12,748 Sq. Ft.
61 Mecklenburg NC 28105 1980 2005 138,299 Sq. Ft.
64 Pinellas FL 33760 1974 2005 224 Units
67 Hamilton IN 46033 1991 75,658 Sq. Ft.
83 Saint Louis MO 63031 1989 78,495 Sq. Ft.
Rollup Orange CA 92806 Various 22,538 Sq. Ft.
88 Orange CA 92806 2006 15,710 Sq. Ft.
89 Orange CA 92806 1993 6,828 Sq. Ft.
90 Orange CA 90630 1984 46,263 Sq. Ft.
94 Bronx NY 10462 1919 1997 14,875 Sq. Ft.
95 Monmouth NJ 07747 1965 2006 100 Units
97 Pima AZ 85742 1999 63,635 Sq. Ft.
98 Maricopa AZ 85250 1983 96,546 Sq. Ft.
100 Allegheny PA 15222 1920 2005 121,693 Sq. Ft.
101 Orange CA 92688 2000 44,984 Sq. Ft.
102 Sedgewick KS 67213 1995 121 Keys
109 Lane OR 97401 1999 2006 26,650 Sq. Ft.
115 Orange CA 92672 2006 37,728 Sq. Ft.
116 St. Louis MO 63125 1987 1996 104,969 Sq. Ft.
117 Fairfield CT 06901 2004 16,000 Sq. Ft.
131 Winnebago IL 61109 1988 170,064 Sq. Ft.
132 New Castle DE 19703 1974 2000 189 Keys
134 Grant IN 46952 1960 2005 48,455 Sq. Ft.
141 Kendall TX 78006 2001 62 Keys
143 Toa Baja PR 00951 1998 42,585 Sq. Ft.
147 Monroe NY 14624 1992 72,601 Sq. Ft.
148 Orange CA 92692 1980 2005 13,651 Sq. Ft.
149 Horry SC 29588 1998 75,370 Sq. Ft.
155 Hamilton IN 46060 2006 60,000 Sq. Ft.
161 Allegheny PA 15205 1975 2003 38,623 Sq. Ft.
162 New Hanover NC 28412 1998 79,725 Sq. Ft.
169 Los Angeles CA 90220 1969 45,494 Sq. Ft.
173 Benton AR 72758 2006 14,820 Sq. Ft.
188 Los Angeles CA 90028 1976 35,518 Sq. Ft.
189 Blackford IN 47348 1962 28,350 Sq. Ft.
191 Durham NC 27703 2000 41,675 Sq. Ft.
192 Delaware IN 47302 1973 28,056 Sq. Ft.
193 Onslow NC 28584 1985 2002 52,923 Sq. Ft.
196 San Francisco CA 94108 1908 2007 18,900 Sq. Ft.
197 Lake IL 60060 1999 13,905 Sq. Ft.
202 Snohomish WA 98012 1987 2007 10,883 Sq. Ft.
Loan per Net Prepayment
Rentable Area Provisions
Loan No. Sq. Ft./Units ($) (10) (# of payments) Loan No.
- -------- ---------------------- --------------------------- --------
4 264 L(27),D(88),O(5) 4
4.1 285 4.1
4.2 250 4.2
4.3 265 4.3
4.4 264 4.4
4.5 266 4.5
4.6 263 4.6
4.7 259 4.7
4.8 252 4.8
9 271 L(24),YM1(29),O(7) 9
13 201 L(28),D(88),O(4) 13
19 176,587 L(25),D(90),O(5) 19
20 179,556 L(26),D(31),O(3) 20
25 233 L(27),D(88),O(5) 25
31 66 L(27),D(90),O(3) 31
32 154 L(26),D(30),O(4) 32
40 182 L(28),D(89),O(3) 40
41 102,367 L(12),YM1(20),O(4) 41
45 193 L(36),YM1(80),O(4) 45
53 56,917 L(35),D(82),O(3) 53
54 127,119 L(26),D(91),O(3) 54
55 38,333 L(28),D(88),O(4) 55
59 115 L(27),D(91),O(2) 59
59.1 115 59.1
59.2 114 59.2
61 101 L(27),D(90),O(3) 61
64 60,268 L(25),D(92),O(3) 64
67 165 L(29),D(88),O(3) 67
83 130 L(25),D(91),O(4) 83
Rollup 425 L(30),D(86),O(4) Rollup
88 425 L(30),D(86),O(4) 88
89 425 L(30),D(86),O(4) 89
90 206 L(24),YM1(92),O(4) 90
94 605 L(27),D(89),O(4) 94
95 90,000 L(27),D(90),O(3) 95
97 137 L(36),YM1(81),O(3) 97
98 89 YM1(27),DorYM1(27),O(6) 98
100 69 L(24),D(93),O(3) 100
101 185 L(27),D(89),O(4) 101
102 65,078 L(27),D(29),O(4) 102
109 280 L(27),D(90),O(3) 109
115 172 L(26),D(91),O(3) 115
116 61 L(26),D(91),O(3) 116
117 400 L(42),D(80),O(3) 117
131 32 L(26),D(91),O(3) 131
132 28,229 L(26),D(30),O(4) 132
134 109 L(29),D(88),O(3) 134
141 80,000 L(27),D(90),O(3) 141
143 115 L(28),D(89),O(3) 143
147 64 L(35),YM1(81),O(4) 147
148 338 L(26),D(90),O(4) 148
149 61 L(26),D(91),O(3) 149
155 73 L(27),D(77),O(16) 155
161 109 L(25),D(92),O(3) 161
162 53 L(26),D(91),O(3) 162
169 87 L(26),D(27),O(7) 169
173 249 L(25),D(92),O(3) 173
188 79 L(27),D(21),DorYM1(69),O(3) 188
189 94 L(29),D(88),O(3) 189
191 62 L(26),D(91),O(3) 191
192 90 L(29),D(88),O(3) 192
193 47 L(26),D(91),O(3) 193
196 116 L(27),D(90),O(3) 196
197 154 L(27),D(90),O(3) 197
202 127 L(27),D(90),O(3) 202
Third Third Most
Most Recent Recent NOI
Loan No. Property Name NOI ($) Date
- -------- ------------------------------------------------------------- ------------------------------------------- ----------
4 Skyline Portfolio 42,996,081 12/31/2004
4.1 One Skyline Tower
4.2 Seven Skyline Place
4.3 Six Skyline Place
4.4 Five Skyline Place
4.5 One Skyline Place
4.6 Four Skyline Place
4.7 Two Skyline Place
4.8 Three Skyline Place
9 Pacific Shores
13 111 Livingston Street 7,560,803 12/31/2004
19 Doubletree Irvine Spectrum 3,611,804 12/31/2004
20 Piero Apartments
25 5 Marine View Plaza 2,840,337 12/31/2004
31 Lebanon Plaza
32 7700 Leesburg Pike
40 Cypress Crossroads
41 Clarion LaGuardia Airport Hotel 1,073,888 12/31/2004
45 Backlick Plaza 684,122 12/31/2004
53 Ranch at City Park
54 5th Avenue Station 1,895,980 12/31/2004
55 Rolling Hills Place 1,017,768 12/31/2004
59 Arcadis - BBL HQ
59.1 Arcadis - BBL HQ - 6711 & 6723 Towpath Road
59.2 Arcadis - BBL HQ - 8 South River Road
61 Matthews Plaza
64 The Farrington
67 Marsh Store 80
83 Shoppes at Koch Park
Rollup Shops at Stadium Towers and Hooters Crossed Portfolio
88 Shops at Stadium Towers
89 Shops at Stadium Towers Hooters
90 Cypress Center 853,865 12/31/2004
94 700-710 Pelham Parkway
95 Chestnut Court Apartments
97 Mountain View Plaza 747,135 12/31/2004
98 Hilton Village Shopping Center and Hilton Village Office Park 1,745,939 12/31/2004
100 Crane Building 731,316 12/31/2004
101 PetsMart/Staples
102 Hampton Inn West 728,301 12/31/2004
109 Eugene Medical Office Building
115 229 Fabricante
116 Marshall's Plaza 534,658 12/31/2004
117 Shops Under Target
131 Owens Corning Industrial
132 Holiday Inn Select Wilmington-Brandywine 891,740 12/31/2004
134 Marsh Store 31
141 Holiday Inn Express Six Flags
143 Premier Self Storage -Toa Baja 250,531 11/30/2004
147 Cornerstone Center 526,661 12/31/2004
148 Mission Viejo Town Center Phase 4
149 Northstate Storage Portfolio Myrtle Beach 201,041 12/31/2004
155 The Stanley Works
161 Chiodo Plaza 310,791 12/31/2004
162 Northstate Storage Portfolio Carolina Beach 294,610 12/31/2004
169 2301 & 2321 East Del Amo Boulevard
173 Walgreens Rogers
188 Gower Gulch Center 560,676 12/31/2004
189 Marsh Store 71
191 Northstate Storage Portfolio Mineral Springs 214,352 12/31/2004
192 Marsh Store 95
193 Northstate Storage Portfolio Swansboro 153,190 12/31/2004
196 631 & 645 Grant Avenue
197 Walgreen's - Mundelein, IL
202 Mill Creek Professional Building 124,225 12/31/2004
Second Second Most Most Recent
Most Recent Recent NOI Most Recent NOI Underwritten Underwritten
Loan No. NOI ($) Date NOI ($) Date NOI ($) Revenue ($)
- -------- ----------- ----------- ----------- ---------------------- ------------ ------------
4 46,163,503 12/31/2005 48,490,190 6/30/2006 52,997,481 67,712,528
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
9 31,875,811 57,312,389
13 7,373,516 12/31/2005 7,379,953 Ann. 9/30/2006 6,740,572 13,087,178
19 4,278,731 12/31/2005 4,793,500 T-12 11/30/2006 4,711,979 9,108,636
20 3,040,369 12/31/2005 2,770,027 12/31/2006 3,164,394 4,737,027
25 2,909,976 12/31/2005 3,245,533 Ann. 10/31/2006 2,686,911 4,781,387
31 1,429,425 12/31/2005 1,185,728 Ann. 8/31/2006 1,932,783 2,751,109
32 1,530,660 12/31/2005 1,818,682 Ann. 11/30/2006 1,713,798 3,383,233
40 1,295,831 Ann. 8/31/2006 1,624,663 2,561,254
41 1,827,047 12/31/2005 1,870,751 T-12 9/30/2006 1,969,001 5,816,957
45 479,847 12/31/2005 662,040 Ann. 10/31/2006 1,425,254 1,943,471
53 494,772 12/31/2005 1,046,563 T-12 5/30/2006 1,407,623 2,382,550
54 1,814,281 12/31/2005 2,111,460 12/31/2006 1,800,449 3,743,769
55 1,034,084 12/31/2005 1,230,701 T-12 11/30/2006 1,301,363 2,538,456
59 1,376,098 2,474,333
59.1
59.2
61 120,574 12/31/2005 735,874 12/31/2006 1,160,840 1,652,869
64 1,931,246 T-12 2/28/2007 1,160,348 1,931,022
67 1,267,365 1,334,068
83 874,976 1,211,629
Rollup 891,126 1,144,308
88 756,460 963,573
89 138,465 Ann. 8/1/2006 134,666 180,735
90 847,329 12/31/2005 838,814 Ann. 11/30/2006 912,400 1,370,295
94 669,745 982,483
95 721,582 12/31/2005 694,221 1,182,750
97 699,967 12/31/2005 687,559 Ann. 11/30/2006 739,769 1,151,589
98 2,004,169 12/31/2005 1,936,003 Ann. 10/31/2006 1,073,947 3,343,081
100 736,758 12/31/2005 695,541 12/31/2006 1,040,954 1,967,736
101 703,224 Ann. 1/31/2006 654,337 998,994
102 817,714 12/31/2005 1,059,293 T-12 10/31/2006 893,155 2,874,903
109 436,891 8 mos. Ann. 12/31/2006 694,264 1,007,690
115 586,989 659,187
116 578,590 12/31/2005 642,243 12/31/2006 688,780 1,193,236
117 544,678 689,179
131 363,075 4 Mos Ann. 12/31/2006 485,096 549,996
132 1,073,059 12/31/2005 1,020,490 T-12 11/30/2006 842,424 4,235,752
134 533,815 561,910
141 884,905 12/31/2005 898,353 T-12 11/30/2006 737,576 1,725,920
143 345,390 11/30/2005 539,097 T-12 10/31/2006 344,798 492,306
147 567,378 12/31/2005 534,610 Ann. 11/30/2006 496,171 1,126,447
148 396,241 511,890
149 252,364 12/31/2005 314,561 T-12 1/31/2007 357,924 499,941
155 540,206 680,484
161 445,187 12/31/2005 497,681 12/31/2006 395,331 638,722
162 342,973 12/31/2005 338,468 12/31/2006 355,544 514,727
169 377,668 473,034
173 320,460 327,000
188 668,754 12/31/2005 510,267 Ann. 7/31/2006 519,078 962,997
189 271,370 285,653
191 208,644 12/31/2005 249,947 12/31/2006 274,971 387,398
192 255,128 268,556
193 177,562 12/31/2005 189,311 T-12 1/31/2007 209,506 319,861
196 241,786 12/31/2005 246,300 Ann. 3/31/2007 205,383 256,620
197 215,026 230,962
202 139,536 12/31/2005 150,555 Ann. 8/31/2006 128,941 225,058
Underwritten Underwritten Underwritten Underwritten Underwritten
Loan No. EGI ($) Expenses ($) Reserves ($) TI/LC ($) Net Cash Flow ($)
- -------- ------------ ------------ ------------ ------------ -----------------
4 75,552,345 22,554,864 511,418 3,371,677 49,114,387
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
9 48,009,459 16,133,648 244,865 1,241,801 30,389,145
13 12,452,115 5,711,543 79,530 387,470 6,273,572
19 11,420,449 6,708,470 456,818 4,255,161
20 4,988,027 1,823,633 53,640 3,110,754
25 4,088,278 1,401,367 25,504 324,733 2,336,674
31 2,646,168 713,385 47,811 63,959 1,821,013
32 3,021,076 1,307,278 26,291 224,715 1,462,791
40 2,356,354 731,691 22,332 163,536 1,438,796
41 6,375,957 4,406,956 255,038 1,713,963
45 1,846,298 421,044 22,700 41,590 1,360,963
53 2,643,999 1,236,376 54,000 1,353,623
54 3,456,279 1,655,830 58,452 118,774 1,623,222
55 2,758,656 1,457,293 108,256 1,193,107
59 2,350,616 974,518 18,461 54,727 1,302,909
59.1
59.2
61 1,570,225 409,386 13,830 69,791 1,077,219
64 2,151,022 990,674 56,429 1,103,919
67 1,267,365 18,915 58,399 1,190,051
83 1,115,923 240,947 13,083 41,741 820,153
Rollup 1,087,093 195,967 2,357 20,048 868,722
88 915,395 158,935 2,357 20,048 734,056
89 171,698 37,032 134,666
90 1,239,420 327,021 14,072 35,987 862,341
94 933,359 263,614 2,975 25,061 641,709
95 1,258,070 563,849 20,000 674,221
97 1,068,834 329,065 9,545 19,625 710,600
98 3,164,620 2,090,673 59,583 168,572 845,792
100 1,807,345 766,391 21,296 160,598 859,060
101 949,045 294,708 4,498 19,840 629,998
102 2,899,852 2,006,697 115,994 777,161
109 906,991 212,728 3,998 37,429 652,837
115 626,227 39,238 3,773 13,956 569,260
116 1,120,991 432,211 26,242 38,356 624,182
117 654,720 110,042 1,600 10,497 532,581
131 494,996 9,900 5,102 23,237 456,757
132 6,198,438 5,356,013 247,938 594,487
134 533,815 11,956 29,388 492,471
141 1,750,920 1,013,344 70,036 667,539
143 539,141 194,343 4,081 340,717
147 939,185 443,014 7,260 75,918 412,994
148 486,296 90,054 2,368 9,500 384,373
149 558,941 201,018 13,776 344,148
155 673,679 133,474 9,800 10,356 520,050
161 590,162 194,831 5,793 33,410 356,128
162 552,727 197,183 11,959 343,585
169 449,382 71,715 6,824 28,866 341,978
173 327,000 6,540 1,482 318,978
188 914,848 395,769 26,639 18,631 473,809
189 271,370 7,088 16,045 248,238
191 414,398 139,427 6,251 268,720
192 255,128 7,134 15,884 232,110
193 342,480 132,974 7,938 201,568
196 243,789 38,406 3,780 6,142 195,462
197 219,414 4,388 2,086 7,707 205,232
202 213,805 84,865 2,830 11,067 115,044
Loan No. Largest Tenant SF Expiration
- -------- --------------------------------------------- ------- ----------
4
4.1 GS-11B-00118 - SS/OHA 283,072 9/30/2009
4.2 GSA - DISA 402,824 9/16/2011
4.3 GS-11B-01710-Army Surgeon 175,403 8/14/2014
4.4 GS-11B-80523 - DISA/Medical Group 53,539 4/5/2008
4.5 GS-11B-01590 - IRS 48,357 7/31/2007
4.6 Science Applications International 47,871 11/30/2010
4.7 Science Applications International 70,948 12/25/2011
4.8 GS-11B-70346 - DOD/DOJ 43,121 10/8/2007
9 Informatica Corp. 290,305 7/14/2013
13 Office of Temporary and Disability Assistance 82,280 5/31/2010
19
20
25 The Applied Companies 16,602 4/1/2008
31 Sears 98,186 1/11/2011
32 Public Interest Communications 12,048 9/30/2008
40 Siemens Real Estate 37,410 4/30/2013
41
45 el Grande International Market 49,582 9/30/2021
53
54 The School of Performing Arts 12,695 7/1/2008
55
59
59.1 Arcadis - East Syracuse, NY 110,328 1/15/2017
59.2 Arcadis - Cranbury, NJ 12,748 1/15/2017
61 Ashley Furniture 80,276 10/31/2020
64
67 Marsh Supermarket 75,658 10/31/2026
83 Shop 'N Save 53,410 2/27/2025
Rollup
88 Comerica Bank 3,294 8/31/2016
89 Hooters 6,828 3/7/2014
90 Dollar Tree Stores 8,449 3/31/2011
94 Bank of America 3,900 5/1/2010
95
97 Safeway 42,678 2/9/2019
98 Bank One (JP Morgan Chase) 11,012 2/28/2012
100 S/D Engineers 22,384 5/31/2012
101 Staples, Inc. 23,584 9/30/2015
102
109 Neurosurgery Investments 11,592 4/30/2016
115 Cameron Health, Inc. 37,728 11/30/2016
116 JC Penneys 55,166 6/30/2016
117 Houlihans Restaurant 5,795 12/31/2025
131 Owens Corning 170,064 12/31/2016
132
134 Marsh Supermarket 48,455 10/31/2026
141
143
147 Park Ridge Hospital 25,513 11/30/2007
148 IndyMac Bancorp, Inc. 4,119 10/31/2013
149
155 The Stanley Works 60,000 12/31/2016
161 Bronze Hood Lounge 3,931 10/31/2014
162
169 Rhinotek Computer Products, Inc 45,494 5/3/2011
173 Walgreen's 14,820 5/31/2031
188 Rite Aid 16,500 5/31/2017
189 Marsh Supermarket 28,350 10/31/2026
191
192 Marsh Supermarket 28,056 10/31/2026
193
196 Far East Cafe 14,050 10/31/2015
197 Walgreen's 13,905 6/30/2019
202 Guardian Family Care, Inc. 3,678 4/30/2009
Lease
Loan No. 2nd Largest Tenant SF Expiration
- -------- -------------------------------- ------- ---------------
4
4.1 GS-11B-01759 - Dept. of Justice 163,565 9/15/2015
4.2
4.3 Axiom Resource Management Inc. 32,818 3/31/2007 (MTM)
4.4 GS-11B-01545 - SSA 47,467 8/14/2007
4.5 GS-11B-01633 - DOD 29,229 9/12/2007
4.6 Northrop Grumman Defense 42,888 6/30/2007
4.7 SRA International Inc. 43,638 6/30/2009
4.8 Jacer Corporation 30,048 1/31/2011
9 Nuance Communications 141,180 7/31/2012
13 Legal Aid Society 82,000 11/30/2017
19
20
25 Andover Brokerage LLC 14,762 1/1/2011
31 Kohl's (Ground Lease) 88,408 1/31/2025
32 Campaign Mail & Data 11,942 12/31/2011
40 Ford Motor Credit 19,718 3/31/2010
41
45 Positive Image 3,500 5/31/2009
53
54 Efficient Capital Management 5,083 10/1/2007
55
59
59.1
59.2
61 Sofa Express 27,628 8/31/2011
64
67
83 Deaver's Restaurant & Sports Bar 4,994 6/14/2008
Rollup
88 California Pizza Kitchen 2,956 8/31/2016
89
90 Carl's Jr. 4,003 11/12/2010
94 The Avenue 3,600 1/1/2008
95
97 Blockbuster Video 4,300 3/31/2009
98 Wells Fargo Bank 7,650 4/30/2012
100 Electronics for Imaging, Inc. 22,243 9/30/2010
101 PetsMart, Inc. 21,400 1/31/2019
102
109 Northwest Neurospine Institute 8,766 6/30/2016
115
116 Marshall's 27,306 1/31/2009
117 Citibank 4,545 12/31/2020
131
132
134
141
143
147 Dormitory Authority of NY 5,500 7/31/2010
148 TD Waterhouse Investor Services 3,950 8/31/2016
149
155
161 Eagle Physical Therapy 2,877 10/31/2007
162
169
173
188 Amagi Japan 4,800 1/31/2007 (MTM)
189
191
192
193
196 Old Shanghai 4,850 12/31/2013
197
202 Caring Family Dentistry 3,159 9/18/2008
Lease Occupancy Occupancy
Loan No. 3rd Largest Tenant SF Expiration Rate (12) (13) As-of Date
- -------- ---------------------------------- ------- --------------- -------------- ----------
4 97.1% 1/16/2007
4.1 GS-11B-01492 - SSA 6,725 9/30/2007 95.8% 1/16/2007
4.2 100.0% 1/16/2007
4.3 Anteon Corporation 20,852 12/31/2010 97.4% 1/16/2007
4.4 Science Applications International 34,792 8/31/2008 96.4% 1/16/2007
4.5 Northrop Grumman Defense 17,555 5/31/2007 90.0% 1/16/2007
4.6 EDS Information Services, LLC 32,626 12/31/2008 98.8% 1/16/2007
4.7 Kalman & Company 19,299 1/31/2009 97.9% 1/16/2007
4.8 Booz Allen & Hamilton, Inc. 27,867 3/31/2007 (MTM) 100.0% 1/16/2007
9 Dreamworks, LLC 119,730 7/31/2012 69.6% 4/1/2007
13 Workers' Compensation Board 50,225 3/31/2011 96.6% 12/26/2006
19 75.6% 11/30/2006
20 92.9% 2/28/2007
25 Remi Companies 8,711 10/31/2016 94.1% 1/3/2007
31 T.J. Maxx 28,000 5/31/2014 94.7% 1/31/2007
32 C2 Media.com Inc 8,646 8/31/2008 87.8% 1/20/2007
40 Right Away Mortgage 11,722 10/31/2010 95.4% 12/31/2006
41 72.4% 9/30/2006
45 Phuoc Hoa Market 3,200 11/30/2009 100.0% 12/1/2006
53 91.9% 2/14/2007
54 Tanarama 4,955 8/1/2010 96.6% 1/31/2007
55 94.0% 12/6/2006
59 100.0% 4/1/2007
59.1 100.0% 4/1/2007
59.2 100.0% 4/1/2007
61 Game World, Inc 9,659 6/30/2016 98.7% 1/10/2007
64 98.7% 2/1/2007
67 100.0% 4/1/2007
83 Dr. Stephen Knapp 3,953 4/5/2010 94.9% 1/25/2007
Rollup 100.0% Various
88 Rubio's 2,493 8/31/2016 100.0% 8/1/2006
89 100.0% 4/1/2007
90 Nancy's Hallmark 3,200 4/30/2012 91.1% 1/23/2007
94 WPR Sportswear 2,475 3/1/2015 100.0% 12/19/2006
95 99.0% 12/22/2006
97 Sushi Tran Restaurant 2,310 8/31/2009 94.8% 2/5/2007
98 Houston's 7,302 12/31/2008 88.9% 12/31/2006
100 SSPC Office 17,153 1/31/2011 99.3% 3/29/2007
101 100.0% 1/2/2007
102 70.6% 10/31/2006
109 Orthopedic Spine Associates 3,363 12/31/2016 90.5% 1/9/2007
115 100.0% 4/1/2007
116 Tuesday Morning 8,137 1/15/2011 95.8% 2/16/2007
117 FD Rich 4,345 12/31/2020 100.0% 9/13/2005
131 100.0% 4/1/2007
132 64.4% 11/30/2006
134 100.0% 4/1/2007
141 76.9% 11/30/2006
143 75.6% 12/8/2006
147 Wells Fargo 4,287 10/31/2007 79.3% 2/15/2007
148 Red Persimmon Nail Spa 1,100 1/31/2017 94.9% 2/14/2007
149 71.3% 1/31/2007
155 100.0% 4/1/2007
161 Elite Runners & Walkers 2,780 4/30/2013 96.1% 2/22/2007
162 73.0% 1/31/2007
169 100.0% 4/1/2007
173 100.0% 4/1/2007
188 Denny's 4,794 12/31/2012 100.0% 1/8/2007
189 100.0% 4/1/2007
191 85.7% 1/31/2007
192 100.0% 4/1/2007
193 91.4% 1/31/2007
196 100.0% 1/5/2007
197 100.0% 4/1/2007
202 Washington & Idaho Laborers 1,958 3/1/2009 100.0% 1/10/2007
Upfront Monthly Upfront
Replacement Replacement Upfront Monthly Monthly Tax Monthly Insurance Engineering
Loan No. Reserves ($) Reserves ($) TI/LC ($) TI/LC ($) Escrow ($) Escrow ($) Reserve ($)
- -------- ------------ ------------ --------- --------- ----------- ----------------- -----------
4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
9 466,115 102,027 474,554
13 6,681 134,498
19 475,000 29,279
20 4,380 37,500
25 2,686 34,657
31 5,312 27,772
32 15,087
40 1,861 10,400 21,615 2,534
41 21,253 36,321 9,008 75,795
45 290,893
53 3,533 45,572 10,098
54
55 9,728 28,286 8,141
59 1,538
59.1
59.2
61 692 2,315 7,619 2,331
64 7,000 17,245 24,091 1,800
67 65,076
83
Rollup 532,161 7,540
88 532,161 5,627
89 1,913
90
94 285 5,556 17,188
95 25,000 14,755 2,419 7,500
97 110,000 424 100,000 13,680 865
98
100 2,028 300,000 9,475 3,355
101
102 11,521 1,864
109 133 1,355 1,182
115 1,363 570
116 1,750 1,667 15,557 2,665 10,000
117 94 3,667 466 23,750
131 660,000
132 20,662 12,110 55,188
134
141 78,000 5,793 5,577 2,168
143 286 1,402
147 303 150,000 15,194 1,923 1,750
148 150,193 3,001
149 942 2,232 699
155
161 258 60,000 2,500 5,759 1,931
162 997 1,140 723
169 796 0 2,864 0 0
173
188 3,806 3,838
189 48,670
191 521 1,032 472
192 54,282
193 662 1,355 448
196 370 625 761 13,750
197
202 907 1,000 1,000 1,731 361
Other
Loan No. Reserves ($)
- -------- -------------------------------------
4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
9 5,000,000
13 125,000
19
20
25 87,230
31 46,250
32
40 39,797
41 1,931,875 (Upfront); 41,700 (Monthly)
45
53
54
55
59
59.1
59.2
61 18,144
64
67 667,034
83
Rollup 147,587
88 147,587
89
90
94
95
97
98
100
101
102 650,175
109
115
116 10,920
117 2,052,333 (Upfront); 3,667 (Monthly)
131
132 100,000
134 280,955
141
143
147
148 66,006
149
155
161
162
169 33,644 (Upfront); 10,000 (Monthly)
173
188
189 142,827
191
192 134,278
193
196 22,000
197
202 7,200
Loan No. Description Other Reserves
- -------- ----------------------------------------------------------------------------------------------------
4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
9 Childcare Facility Reserve
13 Environmental
19
20
25 Rental Escrow
31 Environmental($31,250.00); Sears Roof Top HVAC($15,000.00)
32
40 Rental Escrow
41 Property Improvement Plan($1,806,875.00); Debt Service Reserve ($125,000.00 upfront); Debt Service
Reserve ($41,700 monthly, April 2007-December 2007)
45
53
54
55
59
59.1
59.2
61 Today's Teacher Rental Escrow
64
67 Rent Reserve Escrow
83
Rollup Various
88 Rent Reserve
89
90
94
95
97
98
100
101
102 PIP Budget Escrow
109
115
116 Tuesday Morning HVAC Repair
117 Common Charge Reserve ($7,333.34 and $3,666.67 monthly); Holdback Reserve ($2,045,000.00)
131
132 Seasonality Escrow
134 Rent Reserve Escrow
141
143
147
148 Rental Escrow
149
155
161
162
169 Rental Escrow ($33,644.00); Monthly Rollover Escrow ($10,000.00)
173
188
189 Rent Reserve Escrow
191
192 Rent Reserve Escrow
193
196 Miscellaneous Reserve
197
202 Rent Reserve
Environmental
Letter of Report
Loan No. Credit Date
- -------- ------------------------------------------------------------------ -------------
4 1/5/2007
4.1 1/5/2007
4.2 1/5/2007
4.3 1/5/2007
4.4 1/5/2007
4.5 1/5/2007
4.6 1/5/2007
4.7 1/5/2007
4.8 1/5/2007
9 11/30/2006
13 12/13/2006
19 1/23/2007
20 1/11/2007
25 9/29/2006
31 12/8/2006
32 12/27/2006
40 11/27/2006
41 1/25/2007
45 12/1/2006
53 4/17/2006
54 1/18/2007
55 11/8/2006
59 Various
59.1 1/9/2007
59.2 1/25/2007
61 12/21/2006
64 12/26/2006
67 Yes ($333,517) 10/2/2006
83 1/23/2007
Rollup 8/24/2006
88 8/24/2006
89 8/24/2006
90 12/21/2006
94 1/3/2007
95 1/5/2007
97 Yes (Letter of Credit $110,000, Safeway Letter of Credit $100,000) 1/18/2007
98 12/22/2006
100 12/15/2006
101 11/17/2006
102 12/22/2006
109 12/13/2006
115 11/17/2006
116 11/14/2006
117 3/14/2005
131 12/29/2006
132 1/11/2007
134 Yes ($280,955) 9/29/2006
141 12/18/2006
143 11/21/2006
147 12/19/2006
148 1/5/2007
149 12/28/2006
155 10/26/2006
161 1/3/2007
162 12/28/2006
169 12/8/2006
173 2/4/2007
188 8/25/2006
189 10/2/2006
191 12/28/2006
192 Yes ($134,278) 10/3/2006
193 12/28/2006
196 12/13/2006
197 1/8/2007
202 12/21/2006
Engineering Appraisal
Loan No. Report Date As-of Date
- -------- ----------- ----------
4 1/3/2007 1/2/2007
4.1 1/3/2007 1/2/2007
4.2 1/3/2007 1/2/2007
4.3 1/3/2007 1/2/2007
4.4 1/3/2007 1/2/2007
4.5 1/3/2007 1/2/2007
4.6 1/3/2007 1/2/2007
4.7 1/3/2007 1/2/2007
4.8 1/3/2007 1/2/2007
9 1/8/2007 11/29/2006
13 12/13/2006 12/1/2006
19 1/19/2007 1/10/2007
20 1/11/2007 1/18/2007
25 9/28/2006 11/1/2006
31 12/5/2006 12/1/2006
32 12/27/2006 1/8/2007
40 11/28/2006 11/27/2006
41 1/3/2007 12/12/2006
45 1/18/2007 12/20/2006
53 5/5/2006 3/31/2006
54 1/15/2007 12/29/2006
55 11/8/2006 11/2/2006
59 12/27/2006 Various
59.1 12/27/2006 12/13/2006
59.2 12/27/2006 12/14/2006
61 12/21/2006 1/22/2007
64 12/26/2006 12/17/2006
67 7/17/2006 8/31/2006
83 1/23/2007 1/9/2007
Rollup 9/7/2006 7/26/2006
88 9/7/2006 7/26/2006
89 9/7/2006 7/26/2006
90 11/29/2006 12/7/2006
94 1/3/2007 12/27/2006
95 12/4/2006 1/3/2007
97 1/19/2007 1/4/2007
98 12/22/2006 12/15/2006
100 12/15/2006 12/22/2006
101 11/13/2006 11/9/2006
102 12/22/2006 12/14/2006
109 12/13/2006 3/1/2007
115 11/17/2006 11/6/2006
116 11/14/2006 11/2/2006
117 3/17/2005 12/22/2006
131 12/29/2006 12/29/2006
132 1/8/2007 1/1/2007
134 7/20/2006 9/3/2006
141 12/19/2006 12/11/2006
143 11/21/2006 11/18/2006
147 12/13/2006 12/4/2006
148 1/5/2007 1/19/2007
149 12/19/2006 12/8/2006
155 10/26/2006 11/1/2006
161 1/3/2007 1/1/2007
162 12/19/2006 12/7/2006
169 12/18/2006 12/8/2006
173 2/1/2007 1/25/2007
188 8/15/2006 7/29/2006
189 7/19/2006 9/3/2006
191 12/19/2006 12/6/2006
192 7/17/2006 9/2/2006
193 12/19/2006 12/7/2006
196 12/13/2006 12/6/2006
197 1/8/2007 1/1/2007
202 12/21/2006 12/15/2006
Loan No. Sponsor (14)
- -------- ----------------------------------------------------------------------------------------------------
4 Vornado Realty, L.P.
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
9 Starwood Capital Group Global, LLC
13 Leser, Abraham
19 None
20 Palmer, Geoff H
25 Ivy Equities, L.L.C.
31 Pergament, Irving; Shalem, Sam
32 JBG Investment Fund IV, L.L.C.
40 Saunders, John R.
41 Patel, Rajni; Penson, Edward
45 None
53 Chapman, Stephen M.; Halvorsen, John H.; Porcaro, Nicholas C.
54 Fink, Howard
55 Lebowitz, Marc; Stein, Adam
59 Karniol, Berel; Silberberg, Michael
59.1 Karniol, Berel; Silberberg, Michael
59.2 Karniol, Berel; Silberberg, Michael
61 Hall, Dale R; Hopper, J. Barton; Ishee, Jonathan N; Whitley, J. William; Moore, Jackson
64 Benerofe, Andrew; Richelson, Eric
67 None
83 Grewe, Gerard J.
Rollup Burnham, Scott T.; Ward, Bryon C
88 Burnham, Scott T.; Ward, Bryon C
89 Burnham, Scott T.; Ward, Bryon C
90 None
94 Adjmi, Harry; Cayre, Stanley S.
95 Schron, Rubin
97 CNA Enterprises, Inc.; Overland Capital Corp.
98 None
100 Hammel, Charles; Perry, William
101 Schiffman, Todd I.
102 Golder Hotel Properties, LLC; Golder, Kenneth C
109 Northwest Neurospine Building, LLC
115 Mehdizadeh, Nasser; Shorooghi, Homayoun; Yassai, Jafar
116 Namvar, Hooshang
117 Kahn, Robert H.; Rich, Thomas L.
131 Nudo, Gerald L.; Weiner, Laurence H.
132 Minfert International Inc.; Minmetals, Inc.
134 None
141 Asilzadeh, Amin ; Banafsheha, Behzad ; Golshan, Kevin ; Golshan, Moussa ; Rotkin, LLC; Soofer, Behzad B
143 O'Brien, Kurt
147 Mesiti, John; Natapow, Robert; Natapow, Stephen
148 Burnham, Scott T; Burnham Family Trust; Schiffman, Todd I.; Todd I. Schiffman Living Trust
149 Dilweg, Anthony; Stankavage, Bruce
155 United Trust Fund Limited Partnership
161 Esposito, Ralph O.
162 Dilweg, Anthony; Stankavage, Bruce
169 Alchalel, Isaac; Alchalel, Lucy
173 Johnson, Todd A.; Johnson, Kristie; Garner, Steven B.; Garner, Stacy
188 Hornwood, Roberta
189 None
191 Dilweg, Anthony; Glenn, James C.
192 None
193 Dilweg, Anthony; Stankavage, Bruce
196 None
197 WBK Financial, LP
202 Bui, Vien D; LaMarche, Michael G.
GE COMMERCIAL MORTGAGE CORPORATION, SERIES 2007-C1
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
PROPERTIES
Detailed % of % of Applicable
Property Initial Pool Loan Group Loan Group
Loan No. Name Balance One or Two Balance
- -------- ---------------------------------- ------------ ---------- ---------------
3 Manhattan Apartment Portfolio 5.16% 2 19.40%
3.1 635 Riverside Drive 0.31% 2 1.18%
3.2 120 West 105th Street 0.27% 2 1.03%
3.3 894 Riverside Drive 0.26% 2 0.97%
3.4 350 Manhattan Avenue 0.25% 2 0.94%
3.5 10-16 Manhattan Avenue 0.23% 2 0.86%
3.6 605 West 156th Street 0.22% 2 0.83%
3.7 35 Saint Nicholas Terrace 0.21% 2 0.81%
3.8 25-29 Saint Nicholas Terrace 0.21% 2 0.78%
3.9 400-408 West 128th Street 0.21% 2 0.78%
3.10 165-167 & 169-171 Manhattan Avenue 0.21% 2 0.78%
3.11 634 West 135th Street 0.18% 2 0.69%
3.12 15 West 107th Street 0.18% 2 0.67%
3.13 520 West 139th Street 0.17% 2 0.64%
3.14 291 Edgecombe Avenue 0.16% 2 0.61%
3.15 312 West 114th Street 0.16% 2 0.59%
3.16 106 West 105th Street 0.15% 2 0.57%
3.17 4-6 West 108th Street 0.14% 2 0.53%
3.18 8-10 West 108th Street 0.14% 2 0.53%
3.19 7-9 West 108th Street 0.14% 2 0.51%
3.20 625 West 156th Street 0.13% 2 0.49%
3.21 3-5 West 108th Street 0.11% 2 0.42%
3.22 5 West 101st Street 0.11% 2 0.41%
3.23 63 West 107th Street 0.11% 2 0.40%
3.24 287 Edgecombe Avenue 0.10% 2 0.37%
3.25 21 West 106th Street 0.09% 2 0.35%
3.26 203 West 108th Street 0.09% 2 0.33%
3.27 216 West 108th Street 0.08% 2 0.31%
3.28 65 West 107th Street 0.08% 2 0.30%
3.29 67 West 107th Street 0.07% 2 0.27%
3.30 109 West 105th Street 0.07% 2 0.27%
3.31 302 West 114th Street 0.07% 2 0.26%
3.32 123 West 106th Street 0.06% 2 0.21%
3.33 125 West 106th Street 0.06% 2 0.21%
3.34 61-63 West 104th Street 0.05% 2 0.17%
3.35 627 West 113th Street 0.04% 2 0.17%
3.36 127 West 106th Street 0.04% 2 0.14%
6 The Enclave 3.79% 2 14.26%
15 Palma Sorrento Apartments 1.44% 2 5.42%
18 Villa Veneto Apartments 1.37% 2 5.14%
20 Piero Apartments 1.02% 2 3.84%
21 Magic Sands Mobile Home Park 0.97% 2 3.66%
23 1865 Burnett Street 0.78% 1 1.07%
29 Island Park 0.62% 2 2.33%
30 Oakridge Apartments 0.59% 2 2.21%
36 Orchard Heights 0.54% 2 2.03%
37 Mirabella 0.51% 2 1.93%
39 Deerfield Luxury Townhomes 0.50% 2 1.88%
43 Westchester Portfolio 0.42% 2 1.60%
43.1 Westchester Village 0.20% 2 0.74%
43.2 Westchester Square 0.16% 2 0.61%
43.3 Washington Manor 0.07% 2 0.25%
46 Mansions at Round Rock 0.42% 2 1.57%
47 Arbor Station 0.41% 2 1.56%
53 Ranch at City Park 0.39% 2 1.46%
55 Rolling Hills Place 0.37% 2 1.40%
57 Walden Providence 0.37% 2 1.37%
58 Bravo Estates 0.36% 2 1.35%
60 Villa Teresa Mobile Home Park 0.35% 2 1.33%
Rollup Juniper Portfolio 0.35% 2 1.32%
62 Juniper Portfolio-Cumberland 0.24% 2 0.91%
63 Juniper Portfolio-Lakehurst 0.11% 2 0.41%
64 The Farrington 0.34% 2 1.28%
66 River Park Apartments 0.32% 2 1.21%
70 Stratford Village Apartments 0.30% 2 1.14%
71 The Pointe at Wimbledon 0.30% 2 1.14%
72 Rialto I & II MHCs 0.30% 2 1.13%
73 Highlands MHC 0.30% 2 1.12%
74 Harbour Run Apartments 0.28% 2 1.06%
80 1111 High Road 0.26% 2 0.99%
81 Thurms Estates MHP 0.26% 2 0.99%
82 Tri Park Portfolio 0.26% 2 0.98%
82.1 Flat Rock Village 0.15% 2 0.57%
82.2 Spring Valley Estates 0.06% 2 0.21%
82.3 Voyager Village 0.05% 2 0.20%
91 Garden Gate Apartments 0.24% 2 0.89%
95 Chestnut Court Apartments 0.23% 2 0.86%
99 Club Marina MHC 0.22% 2 0.82%
105 Ohio MHP Portfolio 0.19% 2 0.73%
105.1 Arrowhead Lake 0.10% 2 0.36%
105.2 Swanton Meadows 0.04% 2 0.16%
105.3 Sylvania Estates 0.04% 2 0.13%
105.4 Grand Rapids 0.02% 2 0.07%
110 Galloway Apartments 0.18% 2 0.69%
118 Kern MHP 0.16% 2 0.61%
120 Meadowbrook Apartments 0.16% 2 0.60%
122 Tamarack East MHC 0.16% 2 0.59%
123 Village Glen MHC 0.16% 2 0.58%
127 Portland Fairview RV Resort 0.15% 1 0.20%
129 Crystal Pointe MHC 0.14% 2 0.53%
130 Rivermont Apartments 0.14% 2 0.53%
136 Hidden Village MHC 0.13% 2 0.50%
137 Park Apartments Phases I & II 0.13% 2 0.50%
138 Stone Ridge Apartments Phase II 0.13% 2 0.49%
144 Indiana MHP Portfolio 0.12% 2 0.46%
144.1 Berkshire Pointe 0.05% 2 0.18%
144.2 Beechwood Pointe 0.04% 2 0.15%
144.3 Amberly Pointe 0.04% 2 0.14%
146 Lost Springs Apartments 0.12% 2 0.44%
151 El Monte MHC 0.12% 2 0.44%
157 Hamilton Gardens 0.11% 2 0.41%
163 McNary Oaks MHC 0.11% 2 0.40%
166 Indian Woods 0.10% 2 0.39%
166.1 Woodlake 0.05% 2 0.20%
166.2 Indian Village 0.05% 2 0.19%
167 Scioto Estates MHC 0.10% 2 0.39%
176 Viking Estates MHC 0.09% 2 0.34%
179 Holland Gardens Apartments 0.09% 2 0.33%
180 Roman Gardens Apartments 0.09% 2 0.32%
182 Briarwood MHC 0.08% 2 0.29%
194 Doubletree I Apartments 0.06% 2 0.22%
198 Whispering Pines MHC 0.05% 2 0.19%
199 Paradise View Apartments 0.05% 2 0.17%
200 Mosier Manor 0.04% 2 0.17%
Mortgage Cut-off General Detailed
# of Loan Date Property Property
Loan No. Properties Seller(2) Balance ($) (3) Type Type
- -------- ---------- --------- --------------- -------------------- --------------------
3 36 GACC 204,000,000 Multifamily Conventional
3.1 1 GACC 12,400,000 Multifamily Conventional
3.2 1 GACC 10,800,000 Multifamily Conventional
3.3 1 GACC 10,160,000 Multifamily Conventional
3.4 1 GACC 9,920,000 Multifamily Conventional
3.5 1 GACC 9,040,000 Multifamily Conventional
3.6 1 GACC 8,720,000 Multifamily Conventional
3.7 1 GACC 8,480,000 Multifamily Conventional
3.8 1 GACC 8,240,000 Multifamily Conventional
3.9 1 GACC 8,240,000 Multifamily Conventional
3.10 1 GACC 8,160,000 Multifamily Conventional
3.11 1 GACC 7,280,000 Multifamily Conventional
3.12 1 GACC 7,040,000 Multifamily Conventional
3.13 1 GACC 6,720,000 Multifamily Conventional
3.14 1 GACC 6,400,000 Multifamily Conventional
3.15 1 GACC 6,160,000 Multifamily Conventional
3.16 1 GACC 6,000,000 Multifamily Conventional
3.17 1 GACC 5,600,000 Multifamily Conventional
3.18 1 GACC 5,600,000 Multifamily Conventional
3.19 1 GACC 5,360,000 Multifamily Conventional
3.20 1 GACC 5,200,000 Multifamily Conventional
3.21 1 GACC 4,400,000 Multifamily Conventional
3.22 1 GACC 4,320,000 Multifamily Conventional
3.23 1 GACC 4,240,000 Multifamily Conventional
3.24 1 GACC 3,920,000 Multifamily Conventional
3.25 1 GACC 3,680,000 Multifamily Conventional
3.26 1 GACC 3,440,000 Multifamily Conventional
3.27 1 GACC 3,280,000 Multifamily Conventional
3.28 1 GACC 3,200,000 Multifamily Conventional
3.29 1 GACC 2,880,000 Multifamily Conventional
3.30 1 GACC 2,800,000 Multifamily Conventional
3.31 1 GACC 2,720,000 Multifamily Conventional
3.32 1 GACC 2,240,000 Multifamily Conventional
3.33 1 GACC 2,240,000 Multifamily Conventional
3.34 1 GACC 1,840,000 Multifamily Conventional
3.35 1 GACC 1,760,000 Multifamily Conventional
3.36 1 GACC 1,520,000 Multifamily Conventional
6 1 GACC 150,000,000 Multifamily Conventional
15 1 GACC 57,020,000 Multifamily Conventional
18 1 GACC 54,070,000 Multifamily Conventional
20 1 BofA 40,400,000 Multifamily Conventional
21 1 GACC 38,500,000 Manufactured Housing Manufactured Housing
23 1 GACC 31,000,000 Multifamily Conventional
29 1 GACC 24,500,000 Multifamily Conventional
30 1 BCRE 23,250,000 Multifamily Conventional
36 1 BCRE 21,400,000 Multifamily Conventional
37 1 GACC 20,300,000 Multifamily Conventional
39 1 GACC 19,750,000 Multifamily Conventional
43 3 BCRE 16,800,000 Multifamily Conventional
43.1 1 BCRE 7,736,000 Multifamily Conventional
43.2 1 BCRE 6,384,000 Multifamily Conventional
43.3 1 BCRE 2,680,000 Multifamily Conventional
46 1 GACC 16,500,000 Multifamily Conventional
47 1 BCRE 16,400,000 Multifamily Conventional
53 1 BofA 15,367,510 Multifamily Conventional
55 1 BofA 14,720,000 Multifamily Conventional
57 1 GECC 14,455,000 Multifamily Conventional
58 1 GECC 14,200,000 Manufactured Housing Manufactured Housing
60 1 GACC 14,030,000 Manufactured Housing Manufactured Housing
Rollup 2 GECC 13,880,000 Multifamily Conventional
62 1 GECC 9,600,000 Multifamily Conventional
63 1 GECC 4,280,000 Multifamily Conventional
64 1 BofA 13,500,000 Multifamily Conventional
66 1 BCRE 12,700,000 Multifamily Conventional
70 1 BCRE 12,000,000 Multifamily Conventional
71 1 GECC 12,000,000 Multifamily Conventional
72 1 GECC 11,850,000 Manufactured Housing Manufactured Housing
73 1 GECC 11,760,000 Manufactured Housing Manufactured Housing
74 1 BCRE 11,200,000 Multifamily Conventional
80 1 GECC 10,450,000 Multifamily Student Housing
81 1 BCRE 10,400,000 Manufactured Housing Manufactured Housing
82 3 GECC 10,300,000 Manufactured Housing Manufactured Housing
82.1 1 GECC 6,000,000 Manufactured Housing Manufactured Housing
82.2 1 GECC 2,200,000 Manufactured Housing Manufactured Housing
82.3 1 GECC 2,100,000 Manufactured Housing Manufactured Housing
91 1 GECC 9,400,000 Multifamily Conventional
95 1 BofA 9,000,000 Multifamily Conventional
99 1 GECC 8,575,000 Manufactured Housing Manufactured Housing
105 4 BCRE 7,636,000 Manufactured Housing Manufactured Housing
105.1 1 BCRE 3,837,263 Manufactured Housing Manufactured Housing
105.2 1 BCRE 1,695,177 Manufactured Housing Manufactured Housing
105.3 1 BCRE 1,413,931 Manufactured Housing Manufactured Housing
105.4 1 BCRE 689,629 Manufactured Housing Manufactured Housing
110 1 BCRE 7,300,000 Multifamily Conventional
118 1 GECC 6,400,000 Manufactured Housing Manufactured Housing
120 1 GECC 6,302,744 Multifamily Conventional
122 1 GECC 6,250,000 Manufactured Housing Manufactured Housing
123 1 GECC 6,150,000 Manufactured Housing Manufactured Housing
127 1 GECC 5,838,989 Manufactured Housing Manufactured Housing
129 1 GECC 5,600,000 Manufactured Housing Manufactured Housing
130 1 GECC 5,540,000 Multifamily Conventional
136 1 GECC 5,250,000 Manufactured Housing Manufactured Housing
137 1 GECC 5,213,842 Multifamily Conventional
138 1 BCRE 5,184,568 Multifamily Conventional
144 3 BCRE 4,855,367 Manufactured Housing Manufactured Housing
144.1 1 BCRE 1,885,790 Manufactured Housing Manufactured Housing
144.2 1 BCRE 1,538,978 Manufactured Housing Manufactured Housing
144.3 1 BCRE 1,430,599 Manufactured Housing Manufactured Housing
146 1 GECC 4,629,112 Multifamily Conventional
151 1 GECC 4,584,000 Manufactured Housing Manufactured Housing
157 1 BCRE 4,300,000 Multifamily Conventional
163 1 GECC 4,186,219 Manufactured Housing Manufactured Housing
166 2 GECC 4,100,000 Manufactured Housing Manufactured Housing
166.1 1 GECC 2,077,578 Manufactured Housing Manufactured Housing
166.2 1 GECC 2,022,422 Manufactured Housing Manufactured Housing
167 1 GECC 4,100,000 Manufactured Housing Manufactured Housing
176 1 GECC 3,625,000 Manufactured Housing Manufactured Housing
179 1 BCRE 3,480,000 Multifamily Conventional
180 1 GACC 3,380,000 Multifamily Student Housing
182 1 GECC 3,100,000 Manufactured Housing Manufactured Housing
194 1 GECC 2,290,192 Multifamily Conventional
198 1 GECC 2,040,000 Manufactured Housing Manufactured Housing
199 1 GECC 1,802,917 Multifamily Conventional
200 1 GECC 1,750,000 Manufactured Housing Manufactured Housing
Loan No. Address City County State Zip Code
- -------- ---------------------------------- ------------------ -------------- ------- --------
3 Various New York New York NY Various
3.1 635 Riverside Drive New York New York NY 10031
3.2 120 West 105th Street New York New York NY 10025
3.3 894 Riverside Drive New York New York NY 10032
3.4 350 Manhattan Avenue New York New York NY 10026
3.5 10-16 Manhattan Avenue New York New York NY 10025
3.6 605 West 156th Street New York New York NY 10032
3.7 35 Saint Nicholas Terrace New York New York NY 10027
3.8 25-29 Saint Nicholas Terrace New York New York NY 10027
3.9 400-408 West 128th Street New York New York NY 10027
3.10 165-167 & 169-171 Manhattan Avenue New York New York NY 10025
3.11 634 West 135th Street New York New York NY 10031
3.12 15 West 107th Street New York New York NY 10025
3.13 520 West 139th Street New York New York NY 10031
3.14 291 Edgecombe Avenue New York New York NY 10031
3.15 312 West 114th Street New York New York NY 10026
3.16 106 West 105th Street New York New York NY 10025
3.17 4-6 West 108th Street New York New York NY 10025
3.18 8-10 West 108th Street New York New York NY 10025
3.19 7-9 West 108th Street New York New York NY 10025
3.20 625 West 156th Street New York New York NY 10032
3.21 3-5 West 108th Street New York New York NY 10025
3.22 5 West 101st Street New York New York NY 10025
3.23 63 West 107th Street New York New York NY 10025
3.24 287 Edgecombe Avenue New York New York NY 10031
3.25 21 West 106th Street New York New York NY 10025
3.26 203 West 108th Street New York New York NY 10025
3.27 216 West 108th Street New York New York NY 10025
3.28 65 West 107th Street New York New York NY 10025
3.29 67 West 107th Street New York New York NY 10025
3.30 109 West 105th Street New York New York NY 10025
3.31 302 West 114th Street New York New York NY 10026
3.32 123 West 106th Street New York New York NY 10025
3.33 125 West 106th Street New York New York NY 10025
3.34 61-63 West 104th Street New York New York NY 10025
3.35 627 West 113th Street New York New York NY 10025
3.36 127 West 106th Street New York New York NY 10025
6 11215 Oak Leaf Drive Silver Spring Montgomery MD 20901
15 250 Palm Valley Boulevard San Jose Santa Clara CA 95123
18 350 La Strada Drive San Jose Santa Clara CA 95123
20 616 St. Paul Avenue Los Angeles Los Angeles CA 90017
21 165 Blossom Hill Road San Jose Santa Clara CA 95123
23 1865 Burnett Street Brooklyn Kings NY 11229
29 1105 Island Park Boulevard Shreveport Caddo LA 71105
30 704 South Chambers Road Aurora Arapahoe CO 80017
36 200 South Linden Avenue Rialto San Bernardino CA 92376
37 2850 East Bonanza Road Las Vegas Clark NV 89101
39 4122 Meadow Parkway Hermantown St. Louis MN 55811
43 Various Various Polk IA Various
43.1 5413 Aurora Avenue Des Moines Polk IA 50310
43.2 5528 Meredith Drive Des Moines Polk IA 50310
43.3 3901 Woodland Avenue West Des Moines Polk IA 50266
46 670 Louis Henna Boulevard Round Rock Williamson TX 78664
47 2495 Meadow Ridge Lane Montgomery Montgomery AL 36117
53 11900 City Park Central Lane Houston Harris TX 77047
55 500 Rolling Hills Place Lancaster Dallas TX 75146
57 6500 Walden Run Circle Huntsville Madison AL 35806
58 4080 Pedely Road Riverside Riverside CA 92509
60 5680 Santa Teresa Boulevard San Jose Santa Clara CA 95123
Rollup Various Various Cumberland NC Various
62 157 Treetop Drive Fayetteville Cumberland NC 28311
63 1000 Riverbank Drive Spring Lake Cumberland NC 28390
64 2738 Roosevelt Boulevard Clearwater Pinellas FL 33760
66 3300 River Park Drive Fort Worth Tarrant TX 76116
70 2000 London Town Lane Montgomery Montgomery AL 36117
71 1530 Wimbledon Drive Greenville Pitt NC 27858
72 250 North Linden Avenue Rialto San Bernardino CA 92376
73 7717 Church Avenue Highland San Bernardino CA 92346
74 5980 Marine Parkway Mentor-on-the-Lake Lake OH 44060
80 1111 High Road Tallahassee Leon FL 32304
81 703 Fresh Pond Avenue Calverton Suffolk NY 11933
82 Various Various Various Various Various
82.1 11150 North Telegraph Road Carleton Monroe MI 48117
82.2 1830 State Route 725 Spring Valley Greene OH 45370
82.3 50 Voyager Boulevard Dayton Montgomery OH 45427
91 4023 Fontana Drive Oklahoma City Oklahoma OK 73116
95 200 Middlesex Road Matawan Monmouth NJ 07747
99 55 Pacifica Avenue Bay Point Contra Costa CA 94565
105 Various Various Various OH Various
105.1 2170 South Berkey Sourthern Road Swanton Lucas OH 43558
105.2 10487 Country Road 4 Swanton Fulton OH 43558
105.3 7924 West Central Avenue Toledo Lucas OH 43617
105.4 17468 Wapakoneta Road Grand Rapids Wood OH 43522
110 400 South DuPont Highway New Castle New Castle DE 19720
118 8300 Kern Canyon Road Bakersfield Kern CA 93306
120 1404-1410 Northwest Richmond Beach Shoreline King WA 98177
122 2312 South Goldenrod Road Orlando Orange FL 32822
123 1825 Marywood Road Melbourne Brevard FL 32934
127 21401 Northeast Sandy Boulevard Fairview Multnomah OR 97024
129 8111 195th Street East Spanaway Pierce WA 98387
130 2160 North Thompson Lane Murfreesboro Rutherford TN 37129
136 3035 66th Avenue North Saint Petersburg Pinellas FL 33702
137 2034 Parkshore Drive Fayetteville Washington AR 72703
138 7111 Vedder Drive Indianapolis Marion IN 46241
144 Various Various Various IN Various
144.1 8000 Berkshire Point New Salisbury Harrison IN 47161
144.2 1303 West York Road Austin Scott IN 47102
144.3 1200 Birchtree Lane Scottsburg Scott IN 47170
146 2900 North 22nd Street Rogers Benton AR 72756
151 1517 Merced Avenue El Monte Los Angeles CA 91733
157 1310 Nottingham Way Hamilton Mercer NJ 08609
163 5355 River Road North Keizer Marion OR 97303
166 Various Various Various OH Various
166.1 26250 Cummings Road Millbury Wood OH 43447
166.2 3850 DeLong Road Lima Allen OH 45806
167 3001 Northup Avenue South Bloomfield Pickaway OH 43103
176 15401 122nd Avenue Court East Puyallup Pierce WA 98374
179 13308 Starlite Drive Brook Park Cuyahoga OH 44142
180 1060 East 450 North Provo Utah UT 84606
182 4950 West Farm Road 156 Brookline Station Greene MO 65619
194 601 West Easy Street Rogers Benton AR 72756
198 1011 North 34th Avenue Yakima Yakima WA 98902
199 2797 Coy Kaylor Drive Fayetteville Washington AR 72703
200 1300 3rd Avenue Mosier Wasco OR 97040
Net Loan per Net
Rentable Rentable Occupancy Occupancy Elevator(s)
Loan No. Units/Pads/Beds Unit/Pad/Bed ($) Rate As-of Date (Yes/No)
- -------- --------------- ---------------- --------- ---------- -----------
3 1,083 188,366 96.9% 1/1/2007 Various
3.1 66 187,879 93.9% 1/1/2007 Yes
3.2 61 177,049 98.4% 1/1/2007 Yes
3.3 55 184,727 100.0% 1/1/2007 Yes
3.4 50 198,400 94.0% 1/1/2007 Yes
3.5 40 226,000 97.6% 1/1/2007 Yes
3.6 43 202,791 95.3% 1/1/2007 Yes
3.7 54 157,037 98.1% 1/1/2007 Yes
3.8 54 152,593 98.2% 1/1/2007 Yes
3.9 57 144,561 94.7% 1/1/2007 No
3.10 49 166,531 98.0% 1/1/2007 Yes
3.11 39 186,667 97.4% 1/1/2007 Yes
3.12 31 227,097 100.0% 1/1/2007 Yes
3.13 41 163,902 97.6% 1/1/2007 Yes
3.14 28 228,571 82.1% 1/1/2007 Yes
3.15 24 256,667 95.8% 1/1/2007 No
3.16 19 315,789 100.0% 1/1/2007 No
3.17 24 233,333 100.0% 1/1/2007 No
3.18 24 233,333 95.8% 1/1/2007 No
3.19 24 223,333 100.0% 1/1/2007 Yes
3.20 33 157,576 97.0% 1/1/2007 Yes
3.21 24 183,333 100.0% 1/1/2007 Yes
3.22 20 216,000 100.0% 1/1/2007 No
3.23 19 223,158 100.0% 1/1/2007 No
3.24 25 156,800 88.0% 1/1/2007 Yes
3.25 20 184,000 100.0% 1/1/2007 No
3.26 20 172,000 100.0% 1/1/2007 No
3.27 15 218,667 100.0% 1/1/2007 No
3.28 20 160,000 90.0% 1/1/2007 No
3.29 19 151,579 100.0% 1/1/2007 No
3.30 15 186,667 100.0% 1/1/2007 No
3.31 20 136,000 90.0% 1/1/2007 No
3.32 10 224,000 100.0% 1/1/2007 No
3.33 10 224,000 100.0% 1/1/2007 No
3.34 10 184,000 100.0% 1/1/2007 No
3.35 10 176,000 100.0% 1/1/2007 No
3.36 10 152,000 100.0% 1/1/2007 No
6 1,119 134,048 76.0% 1/31/2007 Yes
15 274 208,102 90.9% 1/3/2007 No
18 226 239,248 94.2% 1/3/2007 No
20 225 179,556 92.9% 2/28/2007 Yes
21 541 71,165 100.0% 2/23/2007
23 144 215,278 96.5% 2/14/2007 No
29 314 78,025 93.3% 3/8/2007 No
30 472 49,258 93.6% 1/15/2007 No
36 347 61,671 91.4% 11/15/2006 No
37 344 59,012 90.1% 3/16/2007 No
39 166 118,976 97.0% 3/7/2007 No
43 574 29,268 85.9% 1/1/2007 No
43.1 334 23,162 84.1% 1/1/2007 No
43.2 168 38,000 85.7% 1/1/2007 No
43.3 72 37,222 94.4% 1/1/2007 No
46 256 64,453 93.8% 3/1/2007 No
47 288 56,944 97.6% 11/30/2006 No
53 270 56,917 91.9% 2/14/2007 No
55 384 38,333 94.0% 12/6/2006 No
57 244 59,242 93.4% 1/3/2007 No
58 240 59,167 100.0% 9/30/2006
60 147 95,442 100.0% 2/23/2007
Rollup 352 39,432 82.9% Various No
62 248 39,432 77.8% 12/14/2006 No
63 104 39,432 95.2% 1/3/2007 No
64 224 60,268 98.7% 2/1/2007 No
66 280 45,357 93.9% 11/16/2006 No
70 224 53,571 95.1% 11/30/2006 No
71 184 65,217 94.0% 12/31/2006 No
72 327 36,239 98.2% 9/30/2006
73 215 54,698 100.0% 9/30/2006
74 280 40,000 81.4% 12/26/2006 No
80 136 76,838 94.4% 11/15/2006 No
81 326 31,902 97.4% 2/1/2007
82 644 15,994 79.2% 10/4/2006
82.1 332 18,072 71.7% 10/4/2006
82.2 163 13,497 86.5% 10/4/2006
82.3 149 14,094 87.9% 10/4/2006
91 113 83,186 100.0% 8/31/2006 No
95 100 90,000 99.0% 12/22/2006 No
99 170 50,441 100.0% 1/31/2007
105 541 14,115 88.9% 10/31/2006
105.1 247 15,535 88.7% 10/31/2006
105.2 136 12,465 83.8% 10/31/2006
105.3 92 15,369 92.4% 10/31/2006
105.4 66 10,449 95.5% 10/31/2006
110 129 56,589 93.8% 11/30/2006 No
118 163 39,264 95.1% 11/1/2006
120 115 54,806 95.7% 11/30/2006 Yes
122 135 46,296 96.0% 9/12/2006
123 144 42,708 91.7% 8/31/2006
127 407 14,346 70.0% 11/30/2006
129 126 44,444 97.6% 1/4/2007
130 106 52,264 91.5% 12/12/2006 No
136 130 40,385 97.8% 9/26/2006
137 324 16,092 98.8% 11/30/2006 No
138 96 54,006 91.7% 12/1/2006 No
144 350 13,872 69.1% 11/28/2006
144.1 115 16,398 91.3% 11/28/2006
144.2 120 12,825 49.2% 11/28/2006
144.3 115 12,440 67.8% 11/28/2006
146 240 19,288 98.8% 11/1/2006 No
151 79 58,025 100.0% 9/30/2006
157 154 27,922 94.2% 10/24/2006 No
163 122 34,313 95.1% 8/31/2006
166 349 11,748 81.9% 8/30/2006
166.1 145 14,328 86.2% 8/30/2006
166.2 204 9,914 78.9% 8/30/2006
167 216 18,981 92.1% 9/30/2006
176 75 48,333 100.0% 1/4/2007
179 136 25,588 96.3% 12/16/2006 No
180 47 71,915 93.6% 1/22/2007 No
182 167 18,563 80.8% 8/31/2006
194 216 10,603 97.7% 10/31/2006 No
198 66 30,909 97.0% 9/1/2006
199 132 13,658 98.5% 10/31/2006 No
200 76 23,026 96.1% 10/1/2006
Studio
Utilities # Avg Rent per Max #
Loan No. Paid by Tenant Units (15) mo. ($) (15) Rent ($) (15) Units (15)
- -------- --------------------------- ---------- ------------ ------------- ----------
3 Various
3.1 Electric, Gas 1
3.2 Electric 1 1,699 1,699 38
3.3 Electric, Gas 2 961 1,100 13
3.4 Electric, Gas 9
3.5 Electric, Gas
3.6 Electric 4 829 975 4
3.7 Electric 11
3.8 Electric 14
3.9 Electric 1 787 787 27
3.10 Electric 1 1,750 1,750 20
3.11 Electric, Gas 7 980 1,079 6
3.12 Electric, Gas 1
3.13 Electric 5
3.14 Electric, Gas 3
3.15 Electric, Gas
3.16 Electric, Gas
3.17 Electric, Gas
3.18 Electric, Gas
3.19 Electric, Gas
3.20 Electric 1
3.21 Electric, Gas 1
3.22 Electric, Gas 10
3.23 Electric, Gas
3.24 Electric, Gas
3.25 Electric, Gas 20
3.26 Electric 1 517 517
3.27 Electric, Gas
3.28 Electric, Gas 1 1,399 1,399 3
3.29 Electric 1 1,747 1,747
3.30 Electric 13
3.31 Electric, Gas 5 493 965 15
3.32 Electric, Gas
3.33 Electric, Gas
3.34 Electric, Gas 5
3.35 Electric, Gas 9
3.36 Electric, Gas 1 1,675 1,675
6 Electric, Sewer, Water 213 1,380 1,410 282
15 Electric, Sewer, Water 89
18 Electric, Sewer, Water 49
20 Electric, Gas 25 1,578 1,578 135
21 Electric, Sewer, Water
23 Electric, Gas 96
29 Electric, Water 83
30 Electric, Gas, Sewer, Water 194
36 Electric 62
37 Electric, Sewer, Water 100
39 Electric, Gas, Sewer, Water
43 Electric
43.1 Electric 12
43.2 Electric 91
43.3 Electric 7
46 Electric 124
47 Electric 112
53 Water 156
55 Electric, Sewer, Water 168
57 Electric 96
58 Electric, Gas, Sewer, Water
60 Electric, Gas, Sewer, Water
Rollup Electric, Sewer, Water
62 Electric, Sewer, Water 48
63 Electric, Sewer, Water 17
64 Electric, Gas, Sewer, Water 112
66 Electric, Sewer, Water 164
70 Electric 92
71 Electric 96
72 Electric, Gas, Sewer, Water
73 Electric, Gas, Sewer, Water
74 Electric, Gas 140
80 Electric, Sewer, Water
81 Electric, Gas
82 Electric, Gas, Sewer, Water
82.1 Electric, Gas, Sewer, Water
82.2 Electric, Gas, Sewer, Water
82.3 Electric, Gas, Sewer, Water
91 Electric, Water
95 Electric 69
99 Electric, Gas, Sewer, Water
105 Electric, Gas
105.1 Electric, Gas
105.2 Electric, Gas
105.3 Electric, Gas
105.4 Electric, Gas
110 Electric 63
118 Electric, Gas, Sewer, Water
120 Electric 34
122 Electric, Gas, Sewer, Water
123 Electric, Gas, Sewer, Water
127 Electric
129 Electric, Sewer, Water
130 Electric 36
136 Electric, Gas, Sewer, Water
137 Electric, Gas, Sewer, Water 108
138 Electric 16
144 Electric, Gas, Sewer, Water
144.1 Electric, Gas, Sewer, Water
144.2 Electric, Gas, Sewer, Water
144.3 Electric, Gas, Sewer, Water
146 Electric, Gas, Sewer, Water 80
151 Electric, Sewer, Water
157 Electric, Gas 89
163 Electric, Gas, Sewer, Water
166 Various
166.1 Electric, Gas, Sewer, Water
166.2 Electric, Gas
167 Electric, Gas, Sewer, Water
176 Electric, Water
179 Electric 89
180 Electric 1
182 Electric, Gas
194 Electric, Water 72
198 Electric
199 Electric, Gas, Sewer, Water 44
200 Electric
1 Bedroom 2 Bedroom
Avg Rent per Max # Avg Rent per Max #
Loan No. mo. ($) (15) Rent ($) (15) Units (15) mo. ($) (15) Rent ($) (15) Units (15)
- -------- ------------ ------------- ---------- ------------ ------------- ----------
3
3.1 169 169 43 997 2,084 13
3.2 1,311 2,479 17 1,236 2,479 5
3.3 596 736 9 776 2,100 21
3.4 904 1,310 35 1,162 2,085 6
3.5 18 1,186 2,321 17
3.6 1,103 1,276 23 1,007 2,200 11
3.7 884 1,180 40 951 1,800 1
3.8 852 1,175 37 815 1,600 3
3.9 893 1,207 11 796 1,182 17
3.10 955 1,399 27 1,226 1,759 1
3.11 841 1,150 13 687 1,387 6
3.12 339 339 13 1,540 2,877 12
3.13 653 1,150 16 731 1,550 14
3.14 749 1 1,650 1,650 16
3.15 10 1,021 1,600 14
3.16
3.17 5 969 1,500 13
3.18 2 1,622 1,852 10
3.19 12 1,057 1,885 9
3.20 32 727 1,800
3.21 783 783 18 999 1,932 4
3.22 1,149 1,668 10 1,155 1,620
3.23 9 1,160 1,816 10
3.24 16
3.25 1,016 1,451
3.26 5 1,263 1,663 6
3.27 9 967 1,564 3
3.28 236 236 8 1,019 1,989 8
3.29 9 1,315 1,989 9
3.30 1,008 1,299 2 1,135 1,137
3.31 645 1,200
3.32 10 1,402 1,899
3.33 10 1,319 2,157
3.34 1,268 1,707 5 1,330 1,800
3.35 1,073 1,800 1
3.36 8 1,277 1,688
6 1,734 1,810 396 2,041 2,045 228
15 1,400 1,450 152 1,692 1,860 33
18 1,471 1,575 153 1,834 1,990 24
20 1,772 1,772 65 2,340 2,340
21
23 1,381 1,826 48 1,766 2,748
29 799 807 153 925 940 78
30 553 644 278 670 811
36 686 890 284 953 1,115 1
37 610 610 220 735 735 24
39 110 905 939 56
43
43.1 530 545 322 585 1,290
43.2 580 750 77 730 750
43.3 625 625 65 735 750
46 730 795 106 940 1,046 26
47 595 635 152 681 779 24
53 802 845 114 1,084 1,110
55 548 590 200 676 749 16
57 730 820 120 837 861 28
58
60
Rollup
62 546 630 180 657 732 20
63 582 625 71 682 712 16
64 651 700 72 825 890 40
66 569 791 116 745 1,119
70 570 655 100 648 735 32
71 618 625 88 766 795
72
73
74 599 599 140 699 699
80 64 726 770 72
81
82
82.1
82.2
82.3
91 80 904 953 33
95 991 1,015 31 1,141 1,215
99
105
105.1
105.2
105.3
105.4
110 648 725 65 788 825 1
118
120 718 775 75 837 900 6
122
123
127
129
130 578 635 58 704 794 12
136
137 434 450 216 513 525
138 616 630 48 695 720 32
144
144.1
144.2
144.3
146 425 430 160 505 520
151
157 639 790 65 744 770
163
166
166.1
166.2
167
176
179 456 475 47 559 580
180 480 480 36 1,051 1,080 10
182
194 393 420 144 403 430
198
199 443 455 88 543 555
200
3 Bedroom 4 Bedroom
Avg Rent per Max # Avg Rent per Max
Loan No. mo. ($) (15) Rent ($) (15) Units (15) mo. ($) (15) Rent ($) (15)
- -------- ------------ ------------- ---------- ------------ -------------
3
3.1 1,074 2,764 9 675 1,274
3.2 709 877
3.3 704 1,094 10 697 961
3.4 1,149 1,813
3.5 949 2,672 5 2,417 3,200
3.6 874 1,372
3.7 1,380 1,380
3.8 1,348 1,350
3.9 711 1,688
3.10 2,200 2,200
3.11 794 1,699 7 535 635
3.12 787 2,620 5 1,267 1,861
3.13 873 1,900 5 735 1,257
3.14 1,057 1,695 8 819 1,349
3.15 1,469 2,400
3.16 19 1,439 2,450
3.17 781 2,304 6 1,527 3,000
3.18 1,027 2,000 11 1,189 2,600
3.19 1,111 2,399 3 1,100 1,242
3.20
3.21 899 1,512 1 1,072 1,072
3.22
3.23 1,569 2,079
3.24 538 1,600 8 759 1,649
3.25
3.26 578 1,201 8 585 1,203
3.27 556 913 3 976 1,516
3.28 1,486 1,989
3.29 821 1,989
3.30
3.31
3.32
3.33
3.34
3.35 2,638 2,638
3.36
6 2,320 2,365
15 2,065 2,095
18 2,277 2,339
20
21
23
29 1,106 1,106
30
36 1,000 1,000
37 875 875
39 1,216 1,355
43
43.1
43.2
43.3
46 1,263 1,275
47 825 909
53
55 920 920
57 966 990
58
60
Rollup
62 765 849
63 752 825
64 1,009 1,009
66
70 757 790
71
72
73
74
80 960 1,070
81
82
82.1
82.2
82.3
91 972 1,007
95
99
105
105.1
105.2
105.3
105.4
110 899 899
118
120 1,080 1,200
122
123
127
129
130 945 1,035
136
137
138 787 850
144
144.1
144.2
144.3
146
151
157
163
166
166.1
166.2
167
176
179
180 1,440 1,440
182
194
198
199
200
FOOTNOTES TO ANNEX A-1 AND A-2
1 The Manhattan Apartment Portfolio consists of the following Borrower
entities: 10-16 Manhattan Avenue LLC; 5 West 101st Street LLC; 61-63 West
104th Street LLC; 106 W. 105th Street LLC; 109 West 105th Street LLC; 120
W. 105th Street LLC; 21 W. 106th Street LLC; 123 West 106th Street LLC;
125 West 106th Street LLC; 127 West 106th Street LLC; 165-171 Manhattan
Avenue LLC; 15 West 107th Street LLC; 63 W. 107th Street LLC; 65 W. 107th
Street LLC; 67 W. 107th Street LLC; 3-5 W. 108th Street LLC; 4-6 West
108th Street LLC; 7-9 W. 108th Street LLC; 8-10 West 108th Street LLC; 203
W. 108th Street LLC; 216 W. 108th Street LLC; 627 W. 113th Street LLC; 302
W. 114 Street LLC; 312 W. 114th Street LLC; 350 Manhattan Avenue NY LLC;
634 W. 135th Street LLC; 605 W. 156th Street LLC; 625 W. 156th Street LLC;
635 Riverside Drive NY LLC; 894 Riverside NY Associates LLC; 400-408 West
128th Street LLC; 25-29 St. Nicholas Terrace LLC; 35 St. Nicholas Terrace
LLC; 520 W. 139th Street LLC; 287 Edgecombe Avenue LLC; 291 Edgecombe
Avenue 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 Wells 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 "Wells 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 "Wells 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 "Wells 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 to EXHIBIT C
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
EXHIBIT E TO MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
BETWEEN GE COMMERCIAL MORTGAGE CORPORATION
AND BANK OF AMERICA, N.A.
REPRESENTATION (xiv)
Insurance.
---------
- ------------------------------------------------------------------------------------------------------------
Walgreen's - Mundelein, IL (3404877) Walgreen's provides insurance or self-insures
pursuant to the terms of its lease.
Walgreens Rogers (3404690)
- ------------------------------------------------------------------------------------------------------------
Marsh Store 80 (3402363) Subject to certain conditions, the insurance
requirements set forth in the related Master Lease
Marsh Store 83 (3402366) on the closing date of the related Mortgage Loan
must satisfy the insurance requirements under such
Marsh Store 31 (3402373) Mortgage Loan. The insurance requirements of the
related Master Lease permit the related Tenant to
Marsh Store 91 (3402374) provide an insurance deductible letter of credit to
reduce the amount of "All Risk of Physical Loss"
Marsh Store 95 (3402376) insurance.
Marsh Store 71 (3402377)
Marsh Warehouse 858 (3403580)
Marsh Warehouse 851 (3403583)
Marsh Store 18 (3403584)
Marsh Store 53 (3403586)
- ------------------------------------------------------------------------------------------------------------
REPRESENTATION (xix)
Environmental.
-------------
- ------------------------------------------------------------------------------------------------------------
700-710 Pelham Parkway (3404493) The environmental reports note the presence of
groundwater contamination at the related Mortgaged
Property. An environmental carveout was added to
the related loan documents to address the presence
of groundwater contamination at the related
Mortgaged Property; provided, however, that upon
delivery of a Phase II report to the mortgagee,
confirming that no remedial action is required, the
additional carveout will automatically terminate.
- ------------------------------------------------------------------------------------------------------------
Hilton Village Shopping Center (3404407) The Phase I report recommends a limited subsurface
investigation to determine if the dry cleaning
operations negatively impacted the related
Mortgaged Property. This investigation was not
completed prior to the closing of the related
Mortgage Loan, therefore a limited Environmental
Indemnity Agreement was provided to cover the
losses from the dry cleaning operations, which
Environmental Indemnity Agreement terminates in the
event that related Borrower or indemnitor delivers
a Phase II report indicating that no illegal
environmental conditions exist at the related
Mortgaged Property in connection with or arising
from the dry cleaning operations.
- ------------------------------------------------------------------------------------------------------------
REPRESENTATION (xxvi)
Releases.
--------
- ------------------------------------------------------------------------------------------------------------
Pacific Shores (3404790) The Pacific Shores Borrower at any time after the expiration of the
scheduled payment date in January 2009, may obtain the release of a
portion of the Pacific Shores Mortgaged Property, subject to the
satisfaction of certain conditions, including, but not limited to: (i) no
event of default exists; (ii) payment of 110% of the amount allocated in
the related loan documents to such portion of the Pacific Shores
Mortgaged Property to be released; (iii) the debt service coverage ratio
after giving effect to the release must be not less than the greater of
(a) the debt service coverage ratio for the 12 full calendar months
immediately preceding the closing date of the Pacific Shores Loan or (b)
the debt service coverage ratio for the 12 full calendar months
immediately preceding the release of such portion of the Pacific Shores
Mortgaged Property; (iv) evidence that the "Association Lots" (as defined
below) and the "Additional Lots" (as defined below) have been conveyed to
Pacific Shores Center Association; and (v) the related Mezzanine Loan has
been paid in full.
The Additional Lots are Lots 11 and 12 and the Association Lots are Lots A,
B, C, D, E, F, G, H, I, 13, 14, 15, and 16, all as set forth on Schedule IV
to the related Mortgage Loan Agreement.
- ------------------------------------------------------------------------------------------------------------
Skyline Portfolio (3405106) At any time after the earlier of 36 months from the closing date of the
related Mortgage Loan and 24 months after the closing date of the
securitization the last Securitization that includes any portion of the
Skyline Portfolio Loan and in connection with a partial defeasance of the
Skyline Portfolio Loan, the Skyline Portfolio Borrower may obtain the
release of some or all of the portions of the Skyline Portfolio Mortgaged
Property (each, an "Individual Property"), subject to the satisfaction of
certain conditions, including, but not limited to: (i) no event of default
exists; (ii) payment of (a) 100% of the "Allocated Loan Amount" (as defined
in the related loan agreement) related to such Individual Property or
Individual Properties to be released which, when taken together with any
Individual Property previously released, is less than or equal to
$135,600,000; (b) 110% of the "Allocated Loan Amount" (as defined in the
related loan agreement) related to such Individual Property or Individual
Properties to be released which, when taken together with any Individual
Property previously released, is greater than $135,600,000 and less than or
equal to $271,200,000; (c) 115% of the "Allocated Loan Amount" (as defined
in the related loan agreement) related to such Individual Property or
Individual Properties to be released which, when taken together with any
Individual Property previously released, is greater than $271,200,000 and
less than or equal to $406,800,000; or (d) 125% of the "Allocated Loan
Amount" (as defined in the related loan agreement) related to such
Individual Property or Individual Properties to be released which, when
taken together with any Individual Property previously released, is greater
than $406,800,000; (iii) delivery of a pledge and security agreement in
form and substance satisfactory to a prudent lender and defeasance
collateral meeting the requirements of the related loan agreement; (iv)
confirmation from the rating agencies that such a release will not result
in a downgrade, withdrawal or qualification of the ratings issued, or to be
issued, in connection with a securitization involving the Skyline Portfolio
Mortgage Loan; and (v) after giving effect to such release the debt service
coverage ratio must be not less than the greater of (a) (1) 80% of the debt
service coverage ratio for the trailing 12 months immediately preceding the
release or (2) a debt service coverage ratio in an amount sufficient to
obtain a rating agency confirmation or (b) the debt service coverage ratio
as of the closing date of the Skyline Portfolio Loan.
- ------------------------------------------------------------------------------------------------------------
REPRESENTATION (xxxii)
Litigation Or Other Proceedings.
-------------------------------
- ------------------------------------------------------------------------------------------------------------
631 & 645 Grant Ave. (3404950) Related Borrower must deposit $22,000 into a
reserve account. The mortgagee must release these
funds upon receipt of evidence by the mortgagee
that certain litigation known as Dong Ping Lee vs.
Oakland Ying Ho Club Assoc. which is currently
pending before the California Labor Commissioner:
(1) has been dismissed with prejudice, (2) has been
otherwise resolved in a satisfactory manner or (3)
has been decided and final award or final judgment
is rendered against defendants in favor of
plaintiffs, which award or judgment has been
satisfied and/or paid in full. The defendant in
the litigation is a sub-chapter of the related
Borrower.
- ------------------------------------------------------------------------------------------------------------
REPRESENTATION (xli)
Ground Leases.
-------------
- ------------------------------------------------------------------------------------------------------------
Hilton Village Shopping Center (3404407) The related fee interest in the Mortgaged Property
has not been subordinated Mortgage.
- ------------------------------------------------------------------------------------------------------------
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]