EX-99.3 6 gc8715136-ex99_3.txt MORTGAGE LOAN PURCHASE AGREEMENT 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]