EX-10 18 exh_10mlpa.htm MORTGAGE LOAN PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 1, 2016

Exhibit 10

 

EXECUTION VERSION

 

 

GS MORTGAGE SECURITIES CORPORATION II,

PURCHASER

 

and

 

GOLDMAN SACHS MORTGAGE COMPANY,

SELLER

 

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of September 1, 2016


Series 2016-GS3

 

  

 

 

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 1, 2016, is between GS Mortgage Securities Corporation II, a Delaware corporation, as purchaser (the “Purchaser”), and Goldman Sachs Mortgage Company, a New York limited partnership, as seller (the “Seller”).

 

Capitalized terms used in this Agreement not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among the Purchaser, as depositor (in such capacity, the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer (a “Special Servicer”), Trimont Real Estate Advisors, LLC, as 540 West Madison special servicer (a “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity, the “Trustee”), pursuant to which the Purchaser will transfer the Mortgage Loans (as defined herein) to a trust fund and certificates representing ownership interests in the Mortgage Loans will be issued by a New York common law trust (the “Trust”). In exchange for the Mortgage Loans, the Trust will issue to or at the direction of the Depositor certificates to be known as GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 (collectively, the “Certificates”). For purposes of this Agreement, “Mortgage Loans” refers to the mortgage loans listed on Exhibit A (and for the avoidance of doubt, the term Mortgage Loan shall include a subordinate interest in one mortgage loan, the “Trust Subordinate Companion Loan”) and “Mortgaged Properties” refers to the properties securing such Mortgage Loans.

 

The Purchaser and the Seller wish to prescribe the manner of sale of the Mortgage Loans from the Seller to the Purchaser and in consideration of the premises and the mutual agreements hereinafter set forth, agree as follows:

 

SECTION 1          Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in the Companion Loans) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date, (excluding payments of principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (including, in the case of the 540 West Madison Whole Loan, the separate note evidencing the Trust Subordinate Companion Loan) (subject to the rights of the holders of interests in the Companion Loans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holders of the Companion Loans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in the Companion Loans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Mortgage Loans

 

 

 

related to the Whole Loans pursuant to this Section 1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the Mortgage Loans related to Whole Loans) in, to and under the related Co-Lender Agreements (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as any Companion Holder). The Purchaser will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ and Class C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of September 22, 2016 (the “Underwriting Agreement”), among the Depositor, Goldman, Sachs & Co. (“GS&Co.”), Academy Securities, Inc. (“Academy”), Citigroup Global Markets Inc. (“CGMI”) and Drexel Hamilton, LLC, (“Drexel” and, together with GS&Co., Academy and CGMI, the “Underwriters”); (ii) the Class D, Class X-D, Class E, Class F, Class G and Class R Certificates (the “Private Certificates”) to GS&Co., Academy, CGMI and Drexel as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of September 22, 2016 (the “Certificate Purchase Agreement”), among the Depositor and the Initial Purchasers; and (iii) the Class WM-A, Class X-WM and Class WM-B Certificates (the “Loan-Specific Certificates”) to GS&Co (the “Loan-Specific Initial Purchaser”) specified in the loan-specific certificate purchase agreement, dated as of September 22, 2016 (the “Loan-Specific Certificate Purchase Agreement”) among the Depositor and the Loan-Specific Initial Purchaser.

 

The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $1,170,880,812.05, plus accrued interest on the Mortgage Loans from and including September 1, 2016 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters, the Initial Purchasers and the Loan-Specific Initial Purchaser on behalf of the Depositor and for which the Seller is specifically responsible). In addition, on the Closing Date, the Seller shall cause to be delivered to the Purchaser the aggregate Interest Deposit Amount with respect to each of the Mortgage Loans with an initial Due Date in November 2016, to be deposited by the Purchaser into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to 30 days of interest, and with respect to the Shoppes at Rio Grande Mortgage Loan, with an initial Due Date in October 2016, an amount equal to 1 day of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loans as of the Cut-off Date.

 

The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

 

SECTION 2          Books and Records; Certain Funds Received After the Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser, record title to each Mortgage (other than with respect to any Mortgage Loan that is a Non-Serviced Mortgage Loan) and each Mortgage Note shall be transferred to the Trustee subject to and in accordance with this Agreement. Any funds due after the Cut-off Date in connection with a Mortgage Loan received by the Seller shall be held in trust on behalf of the Trustee (for the benefit of the Certificateholders) as the owner of such Mortgage Loan and shall be transferred promptly to the

 

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Certificate Administrator. All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and all recoveries and payments of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and shall be promptly remitted to, the Seller.

 

The transfer of each Mortgage Loan shall be reflected on the Seller’s balance sheets and other financial statements as the sale of such Mortgage Loan by the Seller to the Purchaser. The Seller intends to treat the transfer of each Mortgage Loan to the Purchaser as a sale for tax purposes. Following the transfer of the Mortgage Loans by the Seller to the Purchaser, the Seller shall not take any actions inconsistent with the ownership of the Mortgage Loans by the Purchaser and its assignees.

 

The transfer of each Mortgage Loan shall be reflected on the Purchaser’s balance sheets and other financial statements as the purchase of such Mortgage Loan by the Purchaser from the Seller. The Purchaser intends to treat the transfer of each Mortgage Loan from the Seller as a purchase for tax purposes. The Purchaser shall be responsible for maintaining, and shall maintain, a set of records for each Mortgage Loan which shall be clearly marked to reflect the transfer of ownership of each Mortgage Loan by the Seller to the Purchaser pursuant to this Agreement.

 

SECTION 3     Delivery of Mortgage Loan Documents; Additional Costs and Expenses. (a)  The Purchaser hereby directs the Seller, and the Seller hereby agrees, such agreement effective upon the transfer of the Mortgage Loans contemplated herein, to deliver to or deposit with (or cause to be delivered to or deposited with) the Custodian (on behalf of the Trustee), with copies to be delivered to the Master Servicer (other than with respect to any Non-Serviced Mortgage Loan) and the applicable Special Servicer, respectively, on the dates set forth in Section 2.01 of the Pooling and Servicing Agreement, all documents, instruments and agreements required to be delivered by the Purchaser, or contemplated to be delivered by the Seller (whether at the direction of the Purchaser or otherwise), to the Custodian, the Master Servicer and the applicable Special Servicer, as applicable, with respect to the Mortgage Loans under Section 2.01 of the Pooling and Servicing Agreement, and meeting all the requirements of such Section 2.01 of the Pooling and Servicing Agreement; provided that the Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda, communications or evaluations.

 

With respect to letters of credit (exclusive of those relating to a Non-Serviced Mortgage Loan), the Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof to the Trustee (in care of the Master Servicer) for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholder, that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholder, in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents)) and the Seller shall be deemed to have satisfied any such delivery requirements by delivering with respect to

 

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any letter(s) of credit a copy thereof to the Custodian together with an Officer’s Certificate of the Seller certifying that such document has been delivered to the Master Servicer or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to Section 2.01(b) of the Pooling and Servicing Agreement. If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of the Certificateholders and, if applicable the related Serviced Companion Noteholder, in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Master Servicer within 90 days of the Closing Date. The Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit of the Certificateholders and, if applicable the related Serviced Companion Noteholder, and shall cooperate with the reasonable requests of the Master Servicer or the applicable Special Servicer, as applicable, in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholders.

 

(b)          In connection with a Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to the Pooling and Servicing Agreement (other than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced Pooling Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Mortgage Loan prior to such Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in accordance with Section 2.01 of the Pooling and Servicing Agreement until the occurrence, if any, of such Servicing Shift Securitization Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earlier of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced Pooling Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Mortgage Loan prior to such Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and Servicing Agreement, and (3) on and following such Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents relating to such Servicing Shift Whole Loan in its possession (other than the original Note(s) evidencing such Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related to such Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the

 

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name of the related Other Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (9), (12) (14) and (18) of the definition of “Mortgage File” in the Pooling and Servicing Agreement for such Servicing Shift Whole Loan to the related Other Servicer.

 

(c)          Except with respect to any Mortgage Loan that is a Non-Serviced Mortgage Loan, the Seller shall deliver to and deposit (or cause to be delivered to and deposited) with the Master Servicer within five (5) Business Days after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents and records not otherwise required to be contained in the Mortgage File that (A) relate to the origination and/or servicing and administration of the Mortgage Loans (other than the Non-Serviced Mortgage Loan) or the related Serviced Companion Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and the Serviced Companion Loans or for evidencing or enforcing any of the rights of the holder of the Mortgage Loans and the Serviced Companion Loans or holders of interests therein and (C) are in the possession or under the control of the Seller; and (iii) all unapplied Escrow Payments and reserve funds in the possession or under control of the Seller that relate to the Mortgage Loans or any related Serviced Companion Loans, together with a statement indicating which Escrow Payments and reserve funds are allocable to each Mortgage Loan or to the Serviced Companion Loans, provided that copies of any document in the Mortgage File and any other document, record or item referred to above in this sentence that constitutes a Designated Servicing Document shall be delivered to the Master Servicer on or before the Closing Date; provided that the Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda, communications or evaluations.

 

(d)          With respect to any Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the Certificateholders or have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders, the Seller or its designee shall, within 45 days of the Closing Date (or any shorter period if required by the applicable comfort letter), provide any such required notice or make any such required request to the related franchisor for the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter), with a copy of such notice or request to the Custodian (who shall include such document in the related Mortgage File), the Master Servicer and the applicable Special Servicer, and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter), and the Master Servicer shall, as soon as reasonably practicable following receipt thereof, deliver the

 

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original of such replacement comfort letter, new document or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.

 

SECTION 4          Treatment as a Security Agreement. Pursuant to Section 1 hereof, the Seller has conveyed to the Purchaser all of its right, title and interest in and to the Mortgage Loans. The parties intend that such conveyance of the Seller’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser, a first priority security interest in all of its right, title and interest in, to and under the Mortgage Loans, all payments of principal or interest on such Mortgage Loans due after the Cut-off Date, all other payments made in respect of such Mortgage Loans after the Cut-off Date (and, in any event, excluding scheduled payments of principal and interest due on or before the Cut-off Date) and all proceeds thereof, and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Seller consents to the Purchaser hypothecating and transferring such security interest in favor of the Trustee and transferring the obligation secured thereby to the Trustee.

 

SECTION 5          Covenants of the Seller. The Seller covenants with the Purchaser as follows:

 

(a)          except with respect to any Mortgage Loan that is a Non-Serviced Mortgage Loan it shall cause Anderson McCoy & Orta, P.C. (“AMO”) to record and file in the appropriate public recording office for real property records or UCC financing statements, as appropriate (or, with respect to any assignments that the Custodian has agreed to record or file pursuant to the Pooling and Servicing Agreement, deliver to the Custodian for such purpose and cause the Custodian to record and file), each related assignment of Mortgage and assignment of assignment of leases, rents and profits and each related UCC-3 financing statement referred to in the definition of Mortgage File from the Seller to the Trustee as and to the extent contemplated under Section 2.01(c) of the Pooling and Servicing Agreement. All out of pocket costs and expenses relating to the recordation or filing of such assignments, assignments of Mortgage and financing statements shall be paid by the Seller. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Seller shall promptly prepare or cause the preparation of a substitute therefor or cure such defect or cause such defect to be cured, as the case may be, and the Seller shall record or file, or cause AMO to record or file, such substitute or corrected document or instrument or, with respect to any assignments that the Custodian has agreed to record or file pursuant to the Pooling and Servicing Agreement, deliver such substitute or corrected document or instrument to the Custodian (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, the then holder of such Mortgage Loan);

 

(b)          as to each Mortgage Loan, except with respect to any Mortgage Loan that is a Non-Serviced Mortgage Loan, if the Seller cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition of “Mortgage File” in the Pooling and Servicing Agreement 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, as applicable, it shall forward to the Custodian a copy of the

 

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original certified by the Seller to be a true and complete copy of the original thereof submitted for recording. The Seller shall cause each assignment referred to in Section (5)(a) above that is recorded and the file copy of each UCC-3 assignment referred to in Section (5)(a) above to reflect that it should be returned by the public recording or filing office to the Custodian or its agent following recording (or, alternatively, to the Seller or its designee, in which case the Seller shall deliver or cause the delivery of the recorded/filed original to the Custodian promptly following receipt); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Seller shall obtain therefrom and deliver to the Custodian a certified copy of the recorded original. On a monthly basis, at the expense of the Seller, the Custodian shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Custodian’s receipt thereof;

 

(c)          it shall take any action reasonably required by the Purchaser, the Certificate Administrator, the Trustee or the Master Servicer in order to assist and facilitate the transfer of the servicing of the Mortgage Loans (other than any Mortgage Loan that is a Non-Serviced Mortgage Loan) to the Master Servicer, including effectuating the transfer of any letters of credit with respect to any Mortgage Loan to the Master Servicer on behalf of the Trustee for the benefit of Certificateholders and/or the Companion Holder. Prior to the date that a letter of credit with respect to any Mortgage Loan is transferred to the Master Servicer, the Seller will cooperate with the reasonable requests of the Master Servicer or the applicable Special Servicer, as applicable, in connection with effectuating a draw under such letter of credit as required under the terms of the related Mortgage Loan documents;

 

(d)          the Seller shall provide the Master Servicer the initial data with respect to each Mortgage Loan for the CREFC® Financial File and the CREFC® Loan Periodic Update File that are required to be prepared by the Master Servicer pursuant to the Pooling and Servicing Agreement and the Supplemental Servicer Schedule;

 

(e)          if (during the period of time that the Underwriters are required, under applicable law, to deliver a prospectus related to the Public Certificates in connection with sales of the Public Certificates by an Underwriter or a dealer) the Seller has obtained actual knowledge of undisclosed or corrected information related to an event that occurred prior to the Closing Date, which event causes there to be an untrue statement of a material fact with respect to the Seller Information in the Prospectus dated September 23, 2016 relating to the Public Certificates, the annexes and exhibits thereto and the DVD delivered therewith, the Offering Circular dated September 23, 2016 relating to the Private Certificates, the annexes and exhibits thereto and the DVD delivered therewith, or the Loan-Specific Offering Circular dated September 23, 2016 relating to the Loan-Specific Certificates, the annexes and exhibits thereto and the DVD delivered therewith (collectively, the “Offering Documents”), or causes there to be an omission to state therein a material fact with respect to the Seller Information required to be stated therein or necessary to make the statements therein with respect to the Seller Information, in the light of the circumstances under which they were made, not misleading, then the Seller shall promptly notify the Dealers and the Depositor. If as a result of any such event the Dealers’ legal counsel determines that it is necessary to amend or supplement the Offering Documents in order to correct the untrue statement, or to make the statements therein, in the light of the circumstances when the Offering Documents are delivered to a purchaser, not misleading, or to make the Offering Documents in compliance with applicable law, the Seller shall (to the extent that such

 

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amendment or supplement solely relates to the Seller Information) at the expense of the Seller, do all things reasonably necessary to assist the Depositor to prepare and furnish to the Dealers, such amendments or supplements to the Offering Documents as may be necessary so that the Seller Information in the Offering Documents, as so amended or supplemented, will not contain an untrue statement, will not, in the light of the circumstances when the Offering Documents are delivered to a purchaser, be misleading and will comply with applicable law. (All terms under this clause (e) and not otherwise defined in this Agreement shall have the meanings set forth in the Indemnification Agreement, dated as of September 22, 2016, among the Underwriters, the Initial Purchasers, the Loan-Specific Initial Purchaser, the Seller and the Purchaser (the “Indemnification Agreement” and, together with this Agreement, the “Operative Documents”));

 

(f)          for so long as the Trust (or with respect to the Companion Loans, if such Companion Loan is deposited into another securitization, the trust fund under such other securitization) is subject to the reporting requirements of the Exchange Act, the Seller shall provide the Depositor (or with respect to the Companion Loans, if such Companion Loan (or a portion thereof) is deposited into another securitization, the depositor of such securitization) and the Certificate Administrator with any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure and any Form 8-K Disclosure Information indicated on Exhibit BB, Exhibit CC and Exhibit DD to the Pooling and Servicing Agreement, to the extent contemplated to be provided by the Seller, within the time periods set forth in the Pooling and Servicing Agreement; provided that, in connection with providing Additional Form 10-K Disclosure and the Seller’s reporting obligations under Item 1119 of Regulation AB, upon reasonable request by the Seller, the Purchaser shall provide the Seller with a list of all parties to the Pooling and Servicing Agreement and any other Servicing Function Participant;

 

(g)          within sixty (60) days after the Closing Date, the Seller shall deliver or cause to be delivered an electronic copy of the Diligence File for each Mortgage Loan (other than the Trust Subordinate Companion Loan) to the Depositor by uploading such Diligence File (including, if applicable, any additional documents that the Seller believes should be included to enable the Asset Representations Reviewer to perform an Asset Review on such Mortgage Loan(other than the Trust Subordinate Companion Loan); provided that such documents are clearly labeled and identified) to the Intralinks Site, each such Diligence File being organized and categorized in accordance with the electronic file structure reasonably requested by the Depositor;

 

(h)          promptly upon completion or such delivery of the Diligence Files, but in no event later than sixty (60) days after the Closing Date, the Seller shall provide each of the Depositor, the Master Servicer, the Special Servicers, the Certificate Administrator, the Trustee, the Custodian, the Directing Holder, the Asset Representations Reviewer and the Operating Advisor, to the addresses provided in the notice provision of the Pooling and Servicing Agreement, with a certification by an authorized officer of the Seller, substantially in the form of Exhibit E to this agreement, that the electronic copy of the Diligence File for each Mortgage Loan (other than the Trust Subordinate Companion Loan) uploaded to the Intralinks Site constitutes all documents required under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably requested by the Depositor;

 

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(i)           upon written request of the Asset Representations Reviewer (in the event that the Asset Representations Reviewer reasonably determines that any Review Materials made available or delivered to the Asset Representations Reviewer are missing any documents required to complete any Test for a Delinquent Mortgage Loan), the Seller shall provide to the Asset Representations Reviewer promptly, but in no event later than ten (10) Business Days after receipt of such written request (which time period may be extended upon the mutual agreement of the Seller and the Asset Representations Reviewer), such documents requested by the Asset Representations Reviewer relating to each Delinquent Mortgage Loan to enable the Asset Representations Reviewer to complete any Test for a Delinquent Mortgage Loan, but only to the extent such documents are in the possession of the Seller; provided that the Seller shall not be required to provide any documents that are proprietary to the related originator or the Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis;

 

(j)           upon the completion of an Asset Review with respect to each Delinquent Mortgage Loan and receipt by the Seller of a written request from the Asset Representations Reviewer, the Seller shall pay a fee of (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to each Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect to each Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Balance greater than or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to each Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Balance greater than or equal to $40,000,000, in each case within 60 days of such written request by the Asset Representations Reviewer;

 

(k)          if the preliminary Asset Review Report indicates that any of the representations and warranties fails or is deemed to fail any Test, the Seller shall have 90 days from receipt of the preliminary Asset Review Report to remedy or otherwise refute the Test failure indicated in the preliminary Asset Review Report. If the Seller elects to refute the Test failure indicated in the preliminary Asset Review Report, the Seller shall provide any documents or any explanations to support (i) a conclusion that a subject representation and warranty has not failed a Test or (ii) a claim that any missing documents in the Review Materials are not required to complete a Test, in any such case to the Asset Representations Reviewer;

 

(l)           the Seller acknowledges and agrees that in the event an Enforcing Party elects a dispute resolution method pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall abide by the selected dispute resolution method and otherwise comply with the terms and provisions set forth in the Pooling and Servicing Agreement (including the exhibits thereto) related to the resolution method;

 

(m)         the Seller shall indemnify and hold harmless the Purchaser against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of or based upon (i) any failure of the Seller to pay the fees described under Section 5(j) above within 90 days of written request by the Asset Representations Reviewer or (ii) any failure by the Seller to provide all documents required to be delivered by it pursuant to this Agreement and under the definition of “Diligence File” in the Pooling and Servicing Agreement

 

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within 60 days of the Closing Date (or such later date specified herein or in the Pooling and Servicing Agreement);

 

(n)          with respect to any Mortgage Loan that is (or may become pursuant to the related Co-Lender Agreement) part of an Non-Serviced Whole Loan, (x) in the event that the Closing Date occurs prior to the closing date of the Non-Serviced Securitization, the Seller shall provide (or cause to be provided) to the Depositor and the Trustee (1) written notice in a timely manner of (but no later than three (3) Business Days prior to) the closing of such Non-Serviced Securitization, and (2) no later than the closing date of such Non-Serviced Securitization, a copy of the Non-Serviced Pooling Agreement in an EDGAR-compatible format, and (y) in the event that the Closing Date occurs after the closing of the Non-Serviced Securitization, the Seller shall provide, or cause the Other Depositor to provide, the Depositor (and counsel thereto) with a copy of the related Non-Serviced Pooling Agreement (together with any amendments thereto) in an EDGAR-compatible format by the later of (1) two (2) Business Days prior to the Closing Date and (2) the closing date of such Non-Serviced Securitization; and

 

(o)          with respect to the Companion Loans, the Seller agrees that if disclosure related to the description of a party to the Pooling and Servicing Agreement is requested by the holder of a related Companion Loan for inclusion in the disclosure materials relating to the securitization of such Companion Loan, the reasonable costs of such party related to such disclosure and any opinion(s) of counsel, certifications and/or indemnification agreement(s) shall be paid or caused to be paid by the Seller.

 

SECTION 6          Representations and Warranties.

 

(a)          The Seller represents and warrants to the Purchaser as of the date hereof and as of the Closing Date that:

 

(i)           The Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of New York with full power and authority to own its assets and conduct its business, is duly qualified as a foreign organization in good standing in all jurisdictions to the extent such qualification is necessary to hold and sell the Mortgage Loans or otherwise comply with its obligations under this Agreement except where the failure to be so qualified would not have a material adverse effect on its ability to perform its obligations hereunder, and the Seller has taken all necessary action to authorize the execution and delivery of, and performance under, the Operative Documents and has duly executed and delivered each Operative Document, and has the power and authority to execute, deliver and perform under each Operative Document and all the transactions contemplated hereby and thereby, including, but not limited to, the power and authority to sell, assign, transfer, set over and convey the Mortgage Loans in accordance with this Agreement;

 

(ii)          Assuming the due authorization, execution and delivery of this Agreement by the Purchaser, this Agreement will constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights generally,

 

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(B) general principles of equity (regardless of whether such enforceability 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 for securities laws liabilities;

 

(iii)         The execution and delivery of each Operative Document by the Seller and the performance of its obligations hereunder and thereunder will not conflict with any provision of any law or regulation to which the Seller is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of the Seller’s organizational documents or any agreement or instrument to which the Seller is a party or by which it is bound, or any order or decree applicable to the Seller, or result in the creation or imposition of any lien on any of the Seller’s assets or property, in each case, which would materially and adversely affect the ability of the Seller to carry out the transactions contemplated by the Operative Documents;

 

(iv)         There is no action, suit, proceeding or investigation pending or, to the Seller’s knowledge, threatened against the Seller in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the Mortgage Loans or the ability of the Seller to carry out the transactions contemplated by each Operative Document;

 

(v)         The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that, in the Seller’s good faith and reasonable judgment, is likely to materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that, in the Seller’s good faith and reasonable judgment, is likely to materially and adversely affect its performance under any Operative Document;

 

(vi)         No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, each Operative Document or the consummation of the transactions contemplated hereby or thereby, other than those which have been obtained by the Seller;

 

(vii)        The transfer, assignment and conveyance of the Mortgage Loans by the Seller to the Purchaser is not subject to bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and

 

(viii)       Except for the agreed-upon procedures report obtained from the accounting firm engaged to provide procedures involving a comparison of information in loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the “Accountant’s Due Diligence Report”), the Seller has not obtained (and, through and including the Closing Date, will not obtain) any “third party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act) in connection with the transactions contemplated herein and in the Offering Documents and, except for the

 

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accountants with respect to the Accountants’ Due Diligence Report, the Seller has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act in connection with the transactions contemplated herein and in the Offering Documents.  The Seller further represents and warrants that no portion of the Accountant’s Due Diligence Report contains, with respect to the information contained therein with respect to the Mortgage Loans, any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Gramm-Leach-Bliley Financial Services Modernization Act of 1999. The Underwriters, Initial Purchasers and Loan-Specific Initial Purchaser are third-party beneficiaries of the provisions set forth in this Section 6(a)(viii).

 

(b)         The Purchaser represents and warrants to the Seller as of the Closing Date that:

 

(i)          The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own its assets and conduct its business, is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder, and the Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has duly executed and delivered this Agreement, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby;

 

(ii)         Assuming the due authorization, execution and delivery of this Agreement by the Seller, this Agreement will constitute a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

 

(iii)        The execution and delivery of this Agreement by the Purchaser and the performance of its obligations hereunder will not conflict with any provision of any law or regulation to which the Purchaser is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of the Purchaser’s organizational documents or any agreement or instrument to which the Purchaser is a party or by which it is bound, or any order or decree applicable to the Purchaser, or result in the creation or imposition of any lien on any of the Purchaser’s assets or property, in each case which would materially and adversely affect the ability of the Purchaser to carry out the transactions contemplated by this Agreement;

 

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(iv)        There is no action, suit, proceeding or investigation pending or, to the Purchaser’s knowledge, threatened against the Purchaser in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of this Agreement or any action taken in connection with the obligations of the Purchaser contemplated herein, or which would be likely to impair materially the ability of the Purchaser to perform under the terms of this Agreement;

 

(v)         The Purchaser is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would materially and adversely affect its performance under any Operative Document;

 

(vi)        No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement or the consummation of the transactions contemplated by this Agreement other than those that have been obtained by the Purchaser; and

 

(vii)       The Purchaser (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountant’s Due Diligence Report and meeting the requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Securities and Exchange Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Underwriters, the Initial Purchasers and the Loan-Specific Initial Purchaser at least 6 Business Days before the first sale in the offering contemplated by the Offering Documents; and (C) furnished each such Form 15G to the Securities and Exchange Commission on EDGAR at least 5 Business Days before the first sale in the offering contemplated by the Offering Documents as required by Rule 15Ga-2.

 

(c)         The Seller further makes the representations and warranties as to the Mortgage Loans other than the Trust Subordinate Companion Loan set forth in Exhibit B to this Agreement as of the Cut-off Date or such other date set forth in Exhibit B to this Agreement with respect to each Mortgage Loan other than the Trust Subordinate Companion Loan, which representations and warranties are subject to the exceptions thereto set forth in Exhibit C to this Agreement, and with respect to the Trust Subordinate Companion Loan, the representations and warranties set forth in Exhibit F to this Agreement as of the Cut-off Date or such other date set forth in Exhibit F to this Agreement.

 

(d)         Pursuant to the Pooling and Servicing Agreement, if the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as operating advisor) discovers (without implying any duty of such person to make, or to attempt to make, such a discovery) or receives notice alleging (A) that any document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be

 

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regular on its face (each, a “Document Defect”), or (B) a breach of any representation or warranty of the Seller made pursuant to Section 6(c) of this Agreement with respect to any Mortgage Loan (a “Breach”), then such party is required to give prompt written notice thereof to the Seller.

 

(e)          Pursuant to the Pooling and Servicing Agreement, the Master Servicer or the applicable Special Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans) is required to determine whether any such Document Defect or Breach with respect to any Mortgage Loan materially and adversely affects, or such Document Defect is deemed in accordance with Section 2.03 of the Pooling and Servicing Agreement to materially and adversely affect, the value of the Mortgage Loan or any related REO Property or the interests of the Certificateholders therein or causes any Mortgage Loan to fail to be a Qualified Mortgage (any such Document Defect shall constitute a “Material Document Defect” and any such Breach shall constitute a “Material Breach”; and a Material Breach and/or a Material Document Defect, as the case may be, shall constitute a “Material Defect”). The Master Servicer or the applicable Special Servicer may (but will not be obligated to) consult with the Master Servicer or the applicable Special Servicer regarding any determination of a Material Defect for a Non-Specially Serviced Mortgage Loan. If such Document Defect or Breach has been determined to be a Material Defect, then the applicable Special Servicer will be required to give prompt written notice thereof to the Seller, the other parties to the Pooling and Servicing Agreement and (for so long as no Consultation Termination Event is continuing) the Directing Holder. Promptly upon becoming aware of any such Material Defect (including through a written notice given by any party to the Pooling and Servicing Agreement, as provided above if the Document Defect or Breach identified therein is a Material Defect), the Seller shall, not later than 90 days from the earlier of (a) the earlier of the Seller’s discovery or receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect or (b) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, any party’s discovery of such Material Defect (such 90-day period, the “Initial Cure Period”), (i) cure such Material Defect in all material respects (which cure shall include payment of any losses and Additional Trust Expenses associated therewith, including the amount of any fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan), (ii) repurchase the affected Mortgage Loan or REO Loan (or the Trust’s interest therein with respect to any Mortgage Loan that is part of a Whole Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or (iii) substitute a Qualified Substitute Mortgage Loan (other than with respect to the related Whole Loans, for which no substitution shall be permitted) 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 Master Servicer, for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith; provided, that the Seller may not repurchase the Trust Subordinate Companion Loan without repurchasing the related 540 West Madison Mortgage Loan; provided, however, that if (i) such Material Defect is capable of being cured but not within such Initial Cure Period, (ii) such Material Defect is not related to any Mortgage Loan’s not being a Qualified Mortgage and (iii) the Seller has commenced and is diligently proceeding with the cure of such Material Defect within such Initial Cure Period, then the Seller shall have an additional 90 days (such additional 90 day period, the “Extended Cure Period”) to complete such cure, or, in the event of a failure to so cure, to complete such repurchase of the related Mortgage

 

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Loan or substitute a Qualified Substitute Mortgage Loan as described above (it being understood and agreed that, in connection with the Seller’s receiving such Extended Cure Period, the Seller shall deliver an Officer’s Certificate to the Trustee, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator setting forth the reasons such Material Defect was not cured within the Initial Cure Period and what actions the Seller is pursuing in connection with the cure of such Material Defect and stating that the Seller anticipates that such Material Defect will be cured within such Extended Cure Period); and provided, further, that, if any such Material Defect is still not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the Seller to have received the recorded document, then the Seller shall be entitled to continue to defer its cure, repurchase or substitution obligations in respect of such Document Defect so long as the Seller certifies to the Trustee, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator every 30 days thereafter that the Document Defect is still in effect solely because of its failure to have received the recorded document and that the Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution may continue beyond the date that is 18 months following the Closing Date. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. The Seller shall have no obligation to monitor the Mortgage Loans regarding the existence of a Breach or a Document Defect, but if the Seller discovers a Material Defect with respect to a Mortgage Loan, it will notify the Purchaser. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced, and received by the Master Servicer or the applicable Special Servicer on behalf of the Trust, after the related Cut-off Date through, but not including, the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the applicable Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Seller effecting the related repurchase or substitution within two Business Days following receipt of properly identified and available funds constituting such Periodic Payment. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes.

 

No delay in either the discovery of a Material Defect or Material Breach on the part of any party to the Pooling and Servicing Agreement or in providing notice of such Material Defect or Material Breach shall relieve the Mortgage Loan Seller of its obligation to repurchase the related Mortgage Loan (if it is otherwise required to do so under this Agreement) unless (i) the Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect or Material Breach, (ii) such delay is the result of the failure by a party to the Pooling and Servicing Agreement to provide prompt notice as required by the terms of the Pooling and Servicing Agreement after such party has actual knowledge of such Material Defect or Material Breach (knowledge shall not be deemed to exist by reason of the custodian’s exception report) and such delay precludes the Mortgage Loan Seller from curing such Material Defect or Material Breach and (iii) provided that the Mortgage Loan Seller is afforded a cure period of 90 days from the Mortgage Loan Seller’s receipt of notice thereof, such Material Defect or Material Breach

 

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did not relate to a Mortgage Loan not being a “qualified mortgage” as described in this section. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage facility, theatre or fitness center (operated by a Mortgagor), then the failure to deliver to the Custodian copies of the UCC financing statements with respect to such Mortgage Loan shall not be a Material Defect.

 

If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described in the first paragraph of this Section 6(e), (ii) such Mortgage Loan is a Crossed Underlying Loan, and (iii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute a Material Defect as to each other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph, and the Seller will be required to repurchase or substitute for all of the remaining Crossed Underlying Loans in the related Crossed Mortgage Loan Group as provided in the first paragraph of this Section 6(e) unless such other Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans satisfy the aforementioned criteria, the Seller may elect either to repurchase or substitute for only the affected Crossed Underlying Loan as to which the related Material Defect exists or to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. The Seller shall be responsible for the cost of any Appraisal required to be obtained to determine if the Crossed Underlying Loan Repurchase Criteria have been satisfied, so long as the scope and cost of such Appraisal has been approved by the Seller (such approval not to be unreasonably withheld).

 

To the extent that the Seller is required to repurchase or substitute for a Crossed Underlying Loan hereunder in the manner prescribed above while the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, neither the Seller nor the Purchaser shall enforce any remedies against the other’s Primary Collateral, but each is permitted to exercise remedies against the Primary Collateral securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee.

 

If the exercise of remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then the Seller and the Purchaser shall forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loans can be modified in a manner that complies with this Agreement to remove the threat of material impairment as a result of the exercise of remedies or some other accommodation can be reached. Any reserve or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated between such Crossed Underlying Loans in accordance with the related Mortgage Loan documents, or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a Crossed Underlying Loan included in the Trust Fund is modified to terminate the related cross-collateralization and/or cross-default provisions, as a condition to such modification, the Seller shall furnish to the Trustee and the Certificate Administrator an Opinion of Counsel that any

 

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modification shall not cause an Adverse REMIC Event. Any expenses incurred by the Purchaser in connection with such modification or accommodation (including but not limited to recoverable attorney fees) shall be paid by the Seller.

 

Subject to the Seller’s right to cure set forth above in this Section 6(e), and further subject to Sections 2.01(b) and 2.01(c) of the Pooling and Servicing Agreement, failure of the Seller to deliver the documents referred to in clauses (1), (2), (7), (8), (18) and (19) in the definition of “Mortgage File” in the Pooling and Servicing Agreement in accordance with this Agreement and the Pooling and Servicing Agreement for any Mortgage Loan shall be deemed a Material Document Defect; provided, however, that no Document Defect (except such deemed Material Document Defect described above) shall be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation.

 

Notwithstanding the foregoing provisions of this Section 6(e), in lieu of the Seller performing its repurchase or substitution obligations with respect to any Material Defect provided in this Section 6(e), to the extent that the Seller and the Purchaser (or, following the assignment of the Mortgage Loans to the Trust, the applicable Special Servicer on behalf of the Trust, and, if no Control Termination Event or 540 West Madison Control Termination Event, as applicable, has occurred and is continuing, with the consent of the Directing Holder (or the 540 West Madison Controlling Class Representative in respect of the Trust Subordinate Companion Loan)) are able to agree upon the Loss of Value Payment for a Material Defect, the Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Purchaser (or its assignee); provided that a Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Code Section 860G(a)(3) may not be cured by a Loss of Value Payment. Upon its making such payment, the Seller shall be deemed to have cured such Material Defect in all respects. Provided such payment is made, this paragraph describes the sole remedy available to the Purchaser and its assignees regarding any such Material Defect, and the Seller shall not be obligated to repurchase or replace the related Mortgage Loan or otherwise cure such Material Defect.

 

With respect to any Non-Serviced Mortgage Loan, the Seller agrees that if a “material document defect” (as such term or any analogous term is defined in the related Non-Serviced Pooling Agreement) exists under the related Non-Serviced Pooling Agreement with respect to the related Non-Serviced Companion Loan included in the related Non-Serviced Securitization, and such Non-Serviced Companion Loan is repurchased by or on behalf of such Seller (or other responsible repurchasing entity) from the related Non-Serviced Securitization as a result of such “material document defect” (as such term or any analogous term is defined in such Non-Serviced Pooling Agreement), then the Seller shall repurchase such Non-Serviced Mortgage Loan; provided, however, that such repurchase obligation does not apply to any “material document defect” (as such term or any analogous term is defined in the related Non-Serviced Pooling Agreement) related solely to the promissory note for such Non-Serviced Companion Loan.

 

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(f)          In connection with any repurchase or substitution of one or more Mortgage Loans pursuant to this Section 6, the Pooling and Servicing Agreement shall provide that the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the applicable Special Servicer shall each tender to the repurchasing entity, upon delivery to each of them of a receipt executed by the repurchasing entity evidencing such repurchase or substitution, all portions of the Mortgage File (including, without limitation, the Servicing File) and other documents and all escrows and reserve funds pertaining to such Mortgage Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the repurchasing entity or its designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan and the security therefor to the Seller or its designee; provided that such tender by the Trustee and the Custodian shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. In the event a Qualified Substitute Mortgage Loan is substituted for a Mortgage Loan by the Seller as contemplated by this Section 6, the Seller shall deliver to the Custodian the related Mortgage File and to the Master Servicer all Escrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by it and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition of “Qualified Substitute Mortgage Loan” in the Pooling and Servicing Agreement.

 

(g)          The representations and warranties of the parties hereto shall survive the execution and delivery and any termination of this Agreement and shall inure to the benefit of the respective parties, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes or Assignment of Mortgage or the examination of the Mortgage Files.

 

(h)          Each party hereto agrees to promptly notify the other party of any breach of a representation or warranty contained in Section 6(c) of this Agreement. The Seller’s obligation to cure any Material Defect, repurchase, or substitute for, any affected Mortgage Loan or pay the Loss of Value Payment or other required payment pursuant to this Section 6 shall constitute the sole remedy available to the Purchaser in connection with a breach of any of the Seller’s representations or warranties contained in Section 6(c) of this Agreement or a Document Defect with respect to any Mortgage Loan.

 

(i)          The Seller shall promptly notify the Depositor if (i) the Seller receives a Repurchase Communication of a 15Ga-1 Repurchase Request (other than from the Depositor), (ii) the Seller repurchases or replaces a Mortgage Loan, (iii) the Seller receives a Repurchase Communication of a Repurchase Request Withdrawal (other than from the Depositor) or (iv) the Seller rejects or disputes any 15Ga-1 Repurchase Request. Each such notice shall be given no later than the tenth (10th) Business Day after (A) with respect to clauses (i) and (iii) of the preceding sentence, receipt of a Repurchase Communication of a 15Ga-1 Repurchase Request or a Repurchase Request Withdrawal, as applicable, and (B) with respect to clauses (ii) and (iv) of the preceding sentence, the occurrence of the event giving rise to the requirement for such notice, and shall include (1) the identity of the related Mortgage Loan, (2) the date (x) such Repurchase

 

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Communication of such 15Ga-1 Repurchase Request or Repurchase Request Withdrawal was received, (y) the related Mortgage Loan was repurchased or replaced or (z) the 15Ga-1 Repurchase Request was rejected or disputed, as applicable, and (3) if known, the basis for (x) the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase Request) or (y) any rejection or dispute of a 15Ga-1 Repurchase Request, as applicable.

 

The Seller shall provide to the Depositor and the Certificate Administrator the Seller’s “Central Index Key” number assigned by the Securities and Exchange Commission and a true, correct and complete copy of the relevant portions of any Form ABS-15G that the Seller is required to file with the Securities and Exchange Commission pursuant to Rule 15Ga-1 under the Exchange Act with respect to the Mortgage Loans on or before the date that is five (5) Business Days before the date such Form ABS-15G is required to be filed with the Securities and Exchange Commission.

 

In addition, the Seller shall provide the Depositor, upon request, such other information in its possession as would permit the Depositor to comply with its obligations under Rule 15Ga-1 under the Exchange Act to disclose fulfilled and unfulfilled repurchase requests. Any such information requested shall be provided as promptly as practicable after such request is made.

 

The Seller agrees that no 15Ga-1 Notice Provider will be required to provide information in a 15Ga-1 Notice that is protected by the attorney-client privilege or attorney work product doctrines. In addition, the Seller hereby acknowledges that (i) any 15Ga-1 Notice provided pursuant to Section 2.03(a) of the Pooling and Servicing Agreement is so provided only to assist the Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to Section 2.03(a) of the Pooling and Servicing Agreement by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice Provider may have with respect to this Agreement, including with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.

 

Each party hereto agrees that the receipt of a 15Ga-1 Notice or the delivery of any notice required to be delivered pursuant to this Section 6(i) shall not, in and of itself, constitute delivery of notice of, receipt of notice of, or knowledge of the Seller of, any Material Defect.

 

Each party hereto agrees and acknowledges that, as of the date of this Agreement, the “Central Index Key” number of the Trust is 0001682405.

 

Repurchase Communication” means, for purposes of this Section 6(i) only, any communication, whether oral or written, which need not be in any specific form.

 

SECTION 7          Review of Mortgage File. The Purchaser shall require the Certificate Administrator pursuant to the Pooling and Servicing Agreement to review the Mortgage Files pursuant to Section 2.02 of the Pooling and Servicing Agreement and if it finds any document or documents not to have been properly executed, or to be missing or to be

 

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defective on its face in any material respect, to notify the Purchaser, which shall promptly notify the Seller.

 

SECTION 8          Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

 

(a)          Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.

 

(b)          The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers, the Loan-Specific Initial Purchaser and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.

 

(c)          The Purchaser shall have received the following additional closing documents:

 

(i)           copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;

 

(ii)          a certificate as of a recent date of the Secretary of State of the State of New York to the effect that the Seller is duly organized, existing and in good standing in the State of New York;

 

(iii)         an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers, the Loan-Specific Initial Purchaser and each Rating Agency;

 

(iv)         an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers, the Loan-Specific Initial Purchaser and each Rating Agency; and

 

(v)          a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus, the Prospectus, the Preliminary

 

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Offering Circular, the Final Offering Circular, the Preliminary Loan-Specific Offering Circular or the Final Loan-Specific Offering Circular (each as defined in the Indemnification Agreement), as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or the Preliminary Loan-Specific Offering Circular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.

 

(d)          The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. The Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the Loan-Specific Certificate Purchase Agreement.

 

(e)          The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.

 

(f)           The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and the Loan-Specific Initial Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.

 

SECTION 9          Closing. The closing for the purchase and sale of the Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place and time as the parties shall agree.

 

SECTION 10          Expenses. The Seller will pay its pro rata share (the Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents as to the aggregate principal balance as of the Cut-off Date of all the mortgage loans to be included in the Trust) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Prospectus, the Preliminary Offering Circular, the Final Offering Circular, the Preliminary Loan-Specific Offering Circular, the Final Loan-Specific Offering Circular and any related disclosure for the initial Form 8-K, including the cost of obtaining any “comfort letters” with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and

 

-21-

 

 

reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering the Registration Statement, Preliminary Prospectus, Prospectus, Preliminary Offering Circular, Final Offering Circular, Preliminary Loan-Specific Offering Circular and Final Loan-Specific Offering Circular and the reproducing and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, Preliminary Prospectus, Prospectus, Preliminary Offering Circular, Final Offering Circular, Preliminary Loan-Specific Offering Circular, Final Loan-Specific Offering Circular and this Agreement as the Underwriters may reasonably request; (viii) the fees of the rating agency or agencies requested to rate the Certificates; (ix) the reasonable fees and expenses of Cadwalader, Wickersham & Taft LLP, as counsel to the Purchaser; and (x) the reasonable fees and expenses of Sidley Austin LLP, as counsel to the Underwriters, the Initial Purchasers and the Loan-Specific Initial Purchaser.

 

If the Seller elects to exercise its rights under Section 11.15 of the Pooling and Servicing Agreement, then the Seller shall pay the reasonable costs and expenses (if any) of the Depositor, Master Servicer, Special Servicers and Trustee resulting from such parties’ obligations to cooperate with the Seller under Section 11.15 of the Pooling and Servicing Agreement.

 

SECTION 11          Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Furthermore, the parties shall in good faith endeavor to replace any provision held to be invalid or unenforceable with a valid and enforceable provision which most closely resembles, and which has the same economic effect as, the provision held to be invalid or unenforceable.

 

SECTION 12          Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

 

SECTION 13          Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

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SECTION 14          Submission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.

 

SECTION 15          No Third-Party Beneficiaries. The parties do not intend the benefits of this Agreement to inure to any third party except as expressly set forth in Section 6 and Section 16.

 

SECTION 16          Assignment. (a)  The Seller hereby acknowledges that the Purchaser has, concurrently with the execution hereof, executed and delivered the Pooling and Servicing Agreement and that, in connection therewith, it has assigned its rights hereunder to the Trustee for the benefit of the Certificateholders. The Seller hereby acknowledges its obligations pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and their permitted successors and assigns. Any Person into which the Seller may be merged or consolidated, or any Person resulting from any merger, conversion or consolidation to which the Seller may become a party, or any Person succeeding to all or substantially all of the business of the Seller, shall be the successor to the Seller hereunder without any further act. The warranties and representations and the agreements made by the Seller herein shall survive delivery of the Mortgage Loans to the Trustee until the termination of the Pooling and Servicing Agreement, but shall not be further assigned by the Trustee to any Person.

 

(b)          The Asset Representations Reviewer shall be an express third party beneficiary of Sections 5(g), 5(h), 5(i) and 5(j) of this Agreement.

 

SECTION 17          Notices. All communications hereunder shall be in writing and effective only upon receipt and (i) if sent to the Purchaser, will be mailed, hand delivered, couriered or sent by facsimile transmission to it at 200 West Street, New York, New York 10282, to the attention of Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318, email: joe.osborne@gs.com, (ii) if sent to the Seller, will be mailed, hand delivered, couriered or sent by facsimile transmission or electronic mail and confirmed to it at Goldman Sachs Mortgage Company, 200 West Street, New York, New York 10282, to the attention of Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax

 

-23-

 

 

number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318, email: joe.osborne@gs.com, and (iii) in the case of any of the preceding parties, such other address as may hereafter be furnished to the other party in writing by such parties.

 

SECTION 18          Amendment. This Agreement may be amended only by a written instrument which specifically refers to this Agreement and is executed by the Purchaser and the Seller. This Agreement shall not be deemed to be amended orally or by virtue of any continuing custom or practice. No amendment to the Pooling and Servicing Agreement which relates to defined terms contained therein or to any obligations or rights of the Seller whatsoever shall be effective against the Seller unless the Seller shall have agreed to such amendment in writing.

 

SECTION 19          Counterparts. This Agreement may be executed in any number of counterparts, and by the parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.

 

SECTION 20          Exercise of Rights. No failure or delay on the part of any party to exercise any right, power or privilege under this Agreement and no course of dealing between the Seller and the Purchaser shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as set forth in Section 6(h) of this Agreement, the rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which any party would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of either party to any other or further action in any circumstances without notice or demand.

 

SECTION 21          No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto. Nothing herein contained shall be deemed or construed as creating an agency relationship between the Purchaser and the Seller and neither party shall take any action which could reasonably lead a third party to assume that it has the authority to bind the other party or make commitments on such party’s behalf.

 

SECTION 22          Miscellaneous. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. Neither this Agreement nor any term hereof may be waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the waiver, discharge or termination is sought.

 

SECTION 23          Further Assurances. The Seller and Purchaser each agree to execute and deliver such instruments and take such further actions as any party hereto may, from time to time, reasonably request in order to effectuate the purposes and carry out the terms of this Agreement.

 

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* * * * * *

 

-25-

 

 

IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

     
  GS MORTGAGE SECURITIES
    CORPORATION II
     
  By:  /s/ Leah Nivison
    Name: Leah Nivison
    Title: Chief Executive Officer
     
  GOLDMAN SACHS MORTGAGE
    COMPANY, a New York limited partnership
     
  By:  /s/ Michael Barbieri
    Authorized Representative

 

 

GS 2016-GS3 GSMC MORTGAGE LOAN PURCHASE AGREEMENT

 

 

EXHIBIT A

MORTGAGE LOAN SCHEDULE

 

A-1

 

 

 

 

 

GS3                                    
Exhibit A - Mortgage Loan Schedule                
                                     
Control Number   Footnotes   Loan Number   Property Name   Borrower Name   Address   City   State   County   Zip Code
1   3, 4   65OZ85   10 Hudson Yards   Legacy Yards Tenant LP   10 Hudson Yards   New York   New York   New York   10001
2   5, 6, 7, 8   9049V6   540 West Madison   540 West Madison Owner LLC   540 West Madison Street   Chicago   Illinois   Cook   60661
3   8, 9, 10, 11   4F3745   U.S. Industrial Portfolio   UB (Hannibal), LLC, UB (TA-Sacramento), LLC, UB (TA-Arvada), LLC, UB (Builders First Source), LLC, UB (TA-Pensacola), LLC, UB (TA-Tallahassee), LLC, UB (TA-Savannah), LLC, UB (Jade-Illinois), LLC, UB (Set-North Vernon), LLC, UB (MVP-Mayfield), LLC, UB (Paragon Tech), LLC, UB (Progressive Metal), LLC, UB (SET-New Boston), LLC, UB (Hover-Davis), LLC, UB (Banner Services), LLC, UB (Jade-Ohio), LLC, UB (Easley Custom Plastics), LLC, UB (MVP-Charleston), LLC, UB (TA-Corpus Christi), LLC, UB (Texas Die Casting), LLC, UB II (New WinCup-AZ), LLC, UB II (Santa Fe), LLC, UB II (Sitel), LLC, UB II (Plaid-Decatur), LLC, UB II (Plaid-Norcross), LLC, UB II (New WinCup-GA), LLC, UB II (Northwest Mailing), LLC, UB II (Ainslie), LLC, UB II (UP-166th St), LLC, UB II (UP-Armory), LLC, UB II (WFC), LLC, UB II (Lyons), LLC, UB II (MP Pumps), LLC, UB II (PTI), LLC, UB II (Microfinish), LLC, UB II (Oracle), LLC, UB II (Aramsco), LLC, UB II (Angstrom), LLC and UB II (Fitz), LLC                    
3.01       4F3745   Hannibal       3851 and 3855 Santa Fe Avenue and 2226, 2230, 2240, 2250 and 2332 East 38th Street   Vernon   California   Los Angeles   90058
3.02       4F3745   Kraco       2411 and 2415 North Santa Fe Avenue, 419, 439, 505, 507, 514, 520, 531 and 537 East Euclid Avenue and 430 East Carlin Avenue   Compton   California   Los Angeles   90222
3.03       4F3745   New WinCup - Phoenix       7980 West Buckeye Road   Tolleson   Arizona   Maricopa   85353
3.04       4F3745   Worlds Finest Chocolates       4825 South Lawndale Avenue   Chicago   Illinois   Cook   60632
3.05       4F3745   SET - MI       36211 South Huron Road   Huron Township   Michigan   Wayne   48164
3.06       4F3745   Plaid - Decatur       2331 Mellon Court   Decatur   Georgia   Dekalb   30035
3.07       4F3745   Oracle Packaging       220 Polo Road   Winston-Salem   North Carolina   Forsyth   27105
3.08       4F3745   TestAmerica - West SAC       880 Riverside Parkway   West Sacramento   California   Yolo   95605
3.09       4F3745   TestAmerica - Arvada       4955 Yarrow Street   Arvada   Colorado   Jefferson   80002
3.1       4F3745   Northwest Mailing Service       5401-5501 West Grand Avenue   Chicago   Illinois   Cook   60639
3.11       4F3745   Lyons       11301-11401 Electron Drive   Louisville   Kentucky   Jefferson   40299
3.12       4F3745   Wilbert Plastics       2930 Greenville Highway   Easley   South Carolina   Pickens   29640
3.13       4F3745   Angstrom Graphics       4437 East 49th Street   Cuyahoga Heights   Ohio   Cuyahoga   44125
3.14       4F3745   New WinCup - Stone Mountain       4600-4680 Lewis Road   Stone Mountain   Georgia   Dekalb   30083
3.15       4F3745   Universal Pool - Armory       300 West Armory Drive   South Holland   Illinois   Cook   60473
3.16       4F3745   Jade-Sterling - IL       5100 West 73rd Street and 7201 South Leamington Avenue   Bedford Park   Illinois   Cook   60638
3.17       4F3745   Plaid - Norcross       3225 Westech Drive   Norcross   Georgia   Gwinnett   30092
3.18       4F3745   Phillips and Temro       9700 West 74th Street   Eden Prairie   Minnesota   Hennepin   55344
3.19       4F3745   TestAmerica - Savannah       5102 LaRoche Avenue   Savannah   Georgia   Chatham   31404
3.2       4F3745   Hover-Davis       100 Paragon Drive   Rochester   New York   Monroe   14624
3.21       4F3745   Jade-Sterling - OH       200 Francis D Kenneth Drive and 2300 East Aurora Road   Twinsburg and Aurora   Ohio   Summit and Portage   44087 and 44202
3.22       4F3745   Fitz Aerospace       6625 Iron Horse Boulevard   North Richland Hills   Texas   Tarrant   76180
3.23       4F3745   MVP Charleston       1031 LeGrand Boulevard   Charleston   South Carolina   Berkeley   29492
3.24       4F3745   Paragon Tech       5775 East Ten Mile Road   Warren   Michigan   Macomb   48091
3.25       4F3745   Aramsco and Bulls Eye       1480 Grandview Avenue   West Deptford Township   New Jersey   Gloucester   8066
3.26       4F3745   Shale-Inland       9500, 9521, 9545-9555 Ainslie Street and 9550 Kelvin Lane   Schiller Park   Illinois   Cook   60176
3.27       4F3745   M.P. Pumps       34800 Bennett Drive   Fraser   Michigan   Macomb   48026
3.28       4F3745   TestAmerica - Pensacola       3355 McLemore Drive   Pensacola   Florida   Escambia   32514
3.29       4F3745   Microfinish       4001 Gratiot Avenue and 3981 Sarpy Avenue   St. Louis   Missouri   Saint Louis City   63110
3.3       4F3745   MVP Mayfield       112 Industrial Road   Mayfield   Kentucky   Graves   42066
3.31       4F3745   Builders FirstSource       1602 Industrial Park Drive   Plant City   Florida   Hillsborough   33566
3.32       4F3745   Banner       17382 Foltz Parkway   Strongsville   Ohio   Cuyahoga   44149
3.33       4F3745   SET - IN       1 Steel Way   North Vernon   Indiana   Jennings   47265
3.34       4F3745   Progressive Metal       1200, 1300 & 1460 Channing Avenue   Ferndale   Michigan   Oakland   48220
3.35       4F3745   Universal Pool - 166th       2 West 166th Street   South Holland   Illinois   Cook   60473
3.36       4F3745   SITEL       1417 North Magnolia Avenue   Ocala   Florida   Marion   34475
3.37       4F3745   TestAmerica - Tallahassee       2846 Industrial Plaza Drive   Tallahassee   Florida   Leon   32301
3.38       4F3745   Texas Die Casting       600 South Loop 485   Gladewater   Texas   Gregg   75647
3.39       4F3745   TestAmerica - Corpus Christi       1733 North Padre Island Drive   Corpus Christi   Texas   Nueces   78408
4   8, 12   05A5V0   The Falls   The Falls Shopping Center Associates LLC   8888 Southwest 136th Street   Miami   Florida   Miami-Dade   33176
5   13   4W04K9   Hamilton Place   Hamilton Place CMBS, LLC   2100 Hamilton Place Boulevard   Chattanooga   Tennessee   Hamilton   37421
6   14   4F37K9   Panorama Corporate Center   East Panorama Associates, LLC   7630 and 7670 South Chester Street and 9200, 9401, 9501 and 9601 East Panorama Circle   Centennial   Colorado   Arapahoe   80112
7   15   4FOAY1   Veritas Multifamily Pool 1   100 Broderick, LLC, 1020 Post Street, LLC, 106 Sanchez, LLC, 1126 Bush Street, LLC, 124 Mason Street Property, LLC, 1260 Broadway Street, LLC, 1440 Sutter Street, LLC, 1500-1514 Geneva Avenue, LLC, 1520 Gough Street, LLC, 1547 Clay Street, LLC, 1656 Leavenworth Street, LLC, 1660 Bay Street, LLC, 1690 North Point, LLC,
1753 Mason Street, LLC, 1801 Gough Street, LLC, 1840 Clay Street, LLC, 1855 10th Avenue, LLC, 2038 Divisadero Street, LLC, 2238 Hyde Street, LLC, 2363 Van Ness Avenue, LLC, 2500 Van Ness Avenue, LLC, 2600 Van Ness Avenue, LLC, 2975 Van Ness Avenue, LLC, 3210 Gough Street, LLC, 325 9th Avenue, LLC, 3264-3274 Mission Street, LLC,
340 Church Street, LLC, 346 Leavenworth Street, LLC, 355 Fulton Street, LLC, 3715 California Street, LLC, 400 Duboce, LLC, 411 15th Avenue, LLC, 449 O’Farrell Street, LLC, 4540 California Street, LLC, 50 Joice Street, LLC, 500-506 Bartlett Street, LLC, 520 Buchanan Street, LLC, 540 Leavenworth, LLC, 601 O’Farrell, LLC, 621 Stockton, LLC,
655 Stockton Street, LLC, 676 Geary Street, LLC, 691 O’Farrell Street, LLC, 709 Geary Street, LLC, 755 O’Farrell Street, LLC, 840 California Street, LLC, 845 California Street, LLC, 915 Pierce, LLC, 925 Geary, LLC, 950 B14 DE, LLC, FEL Properties B14 DE, LLC and LSL Properties B14 DE, LLC
                   
                                     
7.01       4FOAY1   645 Stockton Street       645 Stockton Street   San Francisco   California   San Francisco   94108
7.02       4FOAY1   400 Duboce Avenue       400 Duboce Avenue   San Francisco   California   San Francisco   94117
7.03       4FOAY1   950 Franklin Street       950 Franklin Street   San Francisco   California   San Francisco   94109
7.04       4FOAY1   1340-1390 Taylor Street       1340-1390 Taylor Street   San Francisco   California   San Francisco   94108
7.05       4FOAY1   601 O’Farrell Street       601 O’Farrell Street   San Francisco   California   San Francisco   94109
7.06       4FOAY1   2677 Larkin Street       2677 Larkin Street   San Francisco   California   San Francisco   94109
7.07       4FOAY1   1801 Gough Street       1801 Gough Street   San Francisco   California   San Francisco   94109
7.08       4FOAY1   845 California Street       845 California Street   San Francisco   California   San Francisco   94108
7.09       4FOAY1   1290 20th Avenue       1290 20th Avenue   San Francisco   California   San Francisco   94122
7.1       4FOAY1   78 Buchanan Street       78 Buchanan Street   San Francisco   California   San Francisco   94102
7.11       4FOAY1   1870 Pacific Avenue       1870 Pacific Avenue   San Francisco   California   San Francisco   94109
7.12       4FOAY1   500 Stanyan Street       500 Stanyan Street   San Francisco   California   San Francisco   94117
7.13       4FOAY1   540 Leavenworth Street       540 Leavenworth Street   San Francisco   California   San Francisco   94109
7.14       4FOAY1   1401 Jones Street       1401 Jones Street   San Francisco   California   San Francisco   94109
7.15       4FOAY1   676 Geary Street       676 Geary Street   San Francisco   California   San Francisco   94102
7.16       4FOAY1   100 Broderick Street       100 Broderick Street   San Francisco   California   San Francisco   94115
7.17       4FOAY1   2075 Market Street       2075 Market Street   San Francisco   California   San Francisco   94114
7.18       4FOAY1   621 Stockton Street       621 Stockton Street   San Francisco   California   San Francisco   94108
7.19       4FOAY1   1660 Bay Street       1660 Bay Street   San Francisco   California   San Francisco   94123
7.2       4FOAY1   655 Stockton Street       655 Stockton Street   San Francisco   California   San Francisco   94108
7.21       4FOAY1   2238 Hyde Street       2238 Hyde Street   San Francisco   California   San Francisco   94109
7.22       4FOAY1   2600 Van Ness Avenue       2600 Van Ness Avenue   San Francisco   California   San Francisco   94109
7.23       4FOAY1   355 Fulton Street       355 Fulton Street   San Francisco   California   San Francisco   94102
7.24       4FOAY1   1520 Gough Street       1520 Gough Street   San Francisco   California   San Francisco   94109
7.25       4FOAY1   1126 Bush Street       1126 Bush Street   San Francisco   California   San Francisco   94109
7.26       4FOAY1   1547 Clay Street       1547 Clay Street   San Francisco   California   San Francisco   94109
7.27       4FOAY1   840 California Street       840 California Street   San Francisco   California   San Francisco   94108
7.28       4FOAY1   925 Geary Street       925 Geary Street   San Francisco   California   San Francisco   94109
7.29       4FOAY1   691 O’Farrell Street       691 O’Farrell Street   San Francisco   California   San Francisco   94109

 

 

 

GS3                                    
Exhibit A - Mortgage Loan Schedule                
                                     
Control Number   Footnotes   Loan Number   Property Name   Borrower Name   Address   City   State   County   Zip Code
7.3       4FOAY1   2363 Van Ness Avenue       2363 Van Ness Avenue   San Francisco   California   San Francisco   94109
7.31       4FOAY1   1840 Clay Street       1840 Clay Street   San Francisco   California   San Francisco   94109
7.32       4FOAY1   1020 Post Street       1020 Post Street   San Francisco   California   San Francisco   94109
7.33       4FOAY1   2975 Van Ness Avenue       2975 Van Ness Avenue   San Francisco   California   San Francisco   94109
7.34       4FOAY1   755 O’Farrell Street       755 O’Farrell Street   San Francisco   California   San Francisco   94109
7.35       4FOAY1   106 Sanchez Street       106 Sanchez Street   San Francisco   California   San Francisco   94114
7.36       4FOAY1   709 Geary Street       709 Geary Street   San Francisco   California   San Francisco   94109
7.37       4FOAY1   1440 Sutter Street       1440 Sutter Street   San Francisco   California   San Francisco   94109
7.38       4FOAY1   1690 North Point       1690 North Point   San Francisco   California   San Francisco   94123
7.39       4FOAY1   1753 Mason Street       1753 Mason Street   San Francisco   California   San Francisco   94133
7.4       4FOAY1   915 Pierce Street       915 Pierce Street   San Francisco   California   San Francisco   94115
7.41       4FOAY1   520 Buchanan Street       520 Buchanan Street   San Francisco   California   San Francisco   94102
7.42       4FOAY1   3210 Gough Street       3210 Gough Street   San Francisco   California   San Francisco   94123
7.43       4FOAY1   124 Mason Street       124 Mason Street   San Francisco   California   San Francisco   94102
7.44       4FOAY1   50 Joice Street       50 Joice Street   San Francisco   California   San Francisco   94108
7.45       4FOAY1   2038 Divisadero Street       2038 Divisadero Street   San Francisco   California   San Francisco   94115
7.46       4FOAY1   340 Church Street       340 Church Street   San Francisco   California   San Francisco   94114
7.47       4FOAY1   411 15th Avenue       411 15th Avenue   San Francisco   California   San Francisco   94118
7.48       4FOAY1   1855 10th Avenue       1855 10th Avenue   San Francisco   California   San Francisco   94122
7.49       4FOAY1   1260 Broadway Street       1260 Broadway Street   San Francisco   California   San Francisco   94109
7.5       4FOAY1   449 O’Farrell Street       449 O’Farrell Street   San Francisco   California   San Francisco   94102
7.51       4FOAY1   235 Church Street       235 Church Street   San Francisco   California   San Francisco   94114
7.52       4FOAY1   4540 California Street       4540 California Street   San Francisco   California   San Francisco   94118
7.53       4FOAY1   2500 Van Ness Avenue       2500 Van Ness Avenue   San Francisco   California   San Francisco   94109
7.54       4FOAY1   346 Leavenworth Street       346 Leavenworth Street   San Francisco   California   San Francisco   94102
7.55       4FOAY1   3264-3274 Mission Street       3264-3274 Mission Street   San Francisco   California   San Francisco   94110
7.56       4FOAY1   3715 California Street       3715 California Street   San Francisco   California   San Francisco   94118
7.57       4FOAY1   325 9th Avenue       325 9th Avenue   San Francisco   California   San Francisco   94118
7.58       4FOAY1   1656 Leavenworth Street       1656 Leavenworth Street   San Francisco   California   San Francisco   94109
7.59       4FOAY1   252-258 Church Street       252-258 Church Street   San Francisco   California   San Francisco   94114
7.6       4FOAY1   500-506 Bartlett Street       500-506 Bartlett Street   San Francisco   California   San Francisco   94110
7.61       4FOAY1   1500-1514 Geneva Avenue       1500-1514 Geneva Avenue   San Francisco   California   San Francisco   94112
8   16   05EDQ4   Hilton Irvine   18800 MacArthur HMEJ LLC   18800 MacArthur Boulevard   Irvine   California   Orange   92612
9       4W1GF5   Laredo Industrial Portfolio   9575, LLC, Card Border, LLC and Southwest Fidelity, LLC                    
9.01       4W1GF5   11302 Eastpoint Drive Buildings A-C       11302 Eastpoint Drive Buildings A-C   Laredo   Texas   Webb   78045
9.02       4W1GF5   417 Union Pacific Boulevard       417 Union Pacific Boulevard   Laredo   Texas   Webb   78045
9.03       4W1GF5   11909 Hayter Road       11909 Hayter Road   Laredo   Texas   Webb   78045
9.04       4W1GF5   505 Union Pacific Boulevard       505 Union Pacific Boulevard   Laredo   Texas   Webb   78045
9.05       4W1GF5   418 Union Pacific Boulevard       418 Union Pacific Boulevard   Laredo   Texas   Webb   78045
9.06       4W1GF5   11921 Hayter Road       11921 Hayter Road   Laredo   Texas   Webb   78045
10       653AG0   Eagle View Apartments   EAB DMM 2, LLC   84 Silver Maple Ridge   Charleston   West Virginia   Kanawha   25306
11   17   7QV1W8   Embassy Suites Raleigh-Durham Research Triangle   Tucson Cary, LLC   201 Harrison Oaks Boulevard   Cary   North Carolina   Wake   27513
12       4WSSK2   Cool Springs Commons   Cool Springs Commons Office, LLC   7100 Commerce Way   Brentwood   Tennessee   Williamson   37027
13   18   TBD   Middletown Commons   Middletown Investment Partners, LLC   13301 and 13401 Shelbyville Road   Louisville   Kentucky   Jefferson   40223
14   19, 20   TBD   Shoppes at Rio Grande   Edinburg SRGV, LLC   590 East Trenton Road   Edinburg   Texas   Hidalgo   78539
15   17, 21, 22   6A1BKB-   Embassy Suites Portland Airport   Tucson Portland LLC   7900 Northeast 82nd Avenue   Portland   Oregon   Multnomah   97220
16   23, 24, 25   4F0B20   Residence Inn and SpringHill Suites North Shore   North Shore Hospitality Associates, LP and General Robinson Associates, L.P.                    
16.01       4F0B20   SpringHill Suites Pittsburgh North Shore       223 Federal Street   Pittsburgh   Pennsylvania   Allegheny   15212
16.02       4F0B20   Residence Inn Pittsburgh North Shore       574 West General Robinson Street   Pittsburgh   Pennsylvania   Allegheny   15212
17   26   4FOB38   Veritas Multifamily Pool 2   SF 1050 Post Street, LLC, SF 1301 Leavenworth Street, LLC, SF 267 Green Street, LLC, SF 2898 Jackson Street, LLC, SF 3783 20th Street, LLC, SF 3809 20th Street, LLC,
SF 3820 Scott Street, LLC, SF 434 Leavenworth Street, LLC, SF 600 Oak Street, LLC, SF 685 Geary Street, LLC, SF 701 Taylor Street, LLC, SF 814 California Street, LLC, SF 861 Post Street, LLC and SF 947 Bush Street, LLC
                   
17.01       4FOB38   701 Taylor Street       701 Taylor Street   San Francisco   California   San Francisco   94108
17.02       4FOB38   1301 Leavenworth Street       1301 Leavenworth Street   San Francisco   California   San Francisco   94109
17.03       4FOB38   947 Bush Street       947 Bush Street   San Francisco   California   San Francisco   94109
17.04       4FOB38   685 Geary Street       685 Geary Street   San Francisco   California   San Francisco   94102
17.05       4FOB38   3809 20th Street       3809 20th Street   San Francisco   California   San Francisco   94114
17.06       4FOB38   434 Leavenworth Street       434 Leavenworth Street   San Francisco   California   San Francisco   94102
17.07       4FOB38   1050 Post Street       1050 Post Street   San Francisco   California   San Francisco   94109
17.08       4FOB38   814 California Street       814 California Street   San Francisco   California   San Francisco   94108
17.09       4FOB38   267-273 Green Street       267-273 Green Street   San Francisco   California   San Francisco   94133
17.1       4FOB38   2898 Jackson Street       2898 Jackson Street   San Francisco   California   San Francisco   94115
17.11       4FOB38   3820 Scott Street       3820 Scott Street   San Francisco   California   San Francisco   94123
17.12       4FOB38   600 Oak Street       600 Oak Street   San Francisco   California   San Francisco   94117
17.13       4FOB38   861 Post Street       861 Post Street   San Francisco   California   San Francisco   94109
17.14       4FOB38   3783 20th Street       3783 20th Street   San Francisco   California   San Francisco   94110
18       05EDL5   Luton Ranch   Luton Ranch SC, LP   3850 and 3902 East US Highway 377   Granbury   Texas   Hood   76049
19       4W34T4   345 West 14th Street   New 345 LLC   345 West 14th Street   New York   New York   New York   10014
20       905TJ8   Lincoln Corners   Rancho Harlingen Corners, LLC   2109-2221 West Lincoln Street   Harlingen   Texas   Cameron   78552
21       05EE26   South Congress   78704 Partners Ltd.   1400 South Congress Avenue and 1407 Eva Street   Austin   Texas   Travis   78704
22       4W1GN8   South Valley Plaza   CP6SV, LLC   6900-6986 Chestnut Street   Gilroy   California   Santa Clara   95020
23   18   TBD   Strong Station   Nance Road Investment Partners, LLC   7504 Highway 72 West   Huntsville   Alabama   Madison   35758
24       TBD   Rancho La Costa   Rancho So, LLC   7730, 7740 and 7750 Rancho Santa Fe Road   Carlsbad   California   San Diego   92009
25       90AUP1   Grand Blanc Industrial   7075 South Dort Highway LLC   7075 South Dort Highway   Grand Blanc   Michigan   Genesee   48439
26       7QUX05   Pecos Legacy Center   Legacy Retail LLC and CK Pecos LLC   2556-2584 Wigwam Parkway   Henderson   Nevada   Clark   89074
27   18   TBD   Crossings of Hoover   Hoover Investment Partners, LLC   5180 and 5250 Medford Drive   Hoover   Alabama   Shelby   35244
28   17   7QV2V9   Capitol Plaza Hotel Topeka   Tucson Topeka LLC   1717 Southwest Topeka Boulevard   Topeka   Kansas   Shawnee   66612
29       4W5G25   Cumberland Taylorsville Portfolio   Taylorsville (Taylorsville) WMB, LLC and Cookeville (Cumberland) WMB, LLC                    
29.01       4W5G25   Cumberland Station       768 South Jefferson Avenue   Cookeville   Tennessee   Putnam   38501
29.02       4W5G25   Taylorsville Shopping Center       817 NC Highway 16 South   Taylorsville   North Carolina   Alexander   28681
30   18   TBD   Vestavia Commons   Vestavia Hills Investment Partners, LLC   1031 Montgomery Highway   Vestavia Hills   Alabama   Jefferson   35216
31       6A1BKB   James Building   DEW James, LLC   735 Broad Street   Chattanooga   Tennessee   Hamilton   37402
32       4WK5X6   Ralston Plaza Shopping Center   Ralston Plaza Shopping Center LLC   6410-6490 Ward and 12325-12399 Ralston Road   Arvada   Colorado   Jefferson   80004
33       653EC5   River Ridge Shopping Center   Clemmons River Ridge, LLC   1410-1456 River Ridge Drive   Clemmons   North Carolina   Forsyth   27012
34       4W3ZV5   Central Parc at Heathrow   Central Parc at Heathrow, LLC   910-920 International Parkway   Lake Mary   Florida   Seminole   32746

 

 

 

GS3                                                
Exhibit A - Mortgage Loan Schedule                            
                             
Control Number   Footnotes   Loan Number   Property Name   Mortgage Loan Rate (%)   Net Mortgage Loan Rate (%)   Original Balance ($)   Cut-Off Date Balance ($)   Original Term To Maturity (Mos.)   Remaining Term To Maturity (Mos.)   Maturity Date   Original Amortization Term (Mos.)   Remaining Amortization Term (Mos.)
1   3, 4   65OZ85   10 Hudson Yards   2.9833%   2.9711%   $87,500,000   87,500,000   120   119   8/6/2026   0   0
2   5, 6, 7, 8   9049V6   540 West Madison   3.2266%   3.2131%   $87,000,000   87,000,000   120   120   9/6/2026   0   0
3   8, 9, 10, 11   4F3745   U.S. Industrial Portfolio   3.9740%   3.9605%   $85,000,000   85,000,000   120   120   9/4/2026   NAP   NAP
3.01       4F3745   Hannibal                                    
3.02       4F3745   Kraco                                    
3.03       4F3745   New WinCup - Phoenix                                    
3.04       4F3745   Worlds Finest Chocolates                                    
3.05       4F3745   SET - MI                                    
3.06       4F3745   Plaid - Decatur                                    
3.07       4F3745   Oracle Packaging                                    
3.08       4F3745   TestAmerica - West SAC                                    
3.09       4F3745   TestAmerica - Arvada                                    
3.1       4F3745   Northwest Mailing Service                                    
3.11       4F3745   Lyons                                    
3.12       4F3745   Wilbert Plastics                                    
3.13       4F3745   Angstrom Graphics                                    
3.14       4F3745   New WinCup - Stone Mountain                                    
3.15       4F3745   Universal Pool - Armory                                    
3.16       4F3745   Jade-Sterling - IL                                    
3.17       4F3745   Plaid - Norcross                                    
3.18       4F3745   Phillips and Temro                                    
3.19       4F3745   TestAmerica - Savannah                                    
3.2       4F3745   Hover-Davis                                    
3.21       4F3745   Jade-Sterling - OH                                    
3.22       4F3745   Fitz Aerospace                                    
3.23       4F3745   MVP Charleston                                    
3.24       4F3745   Paragon Tech                                    
3.25       4F3745   Aramsco and Bulls Eye                                    
3.26       4F3745   Shale-Inland                                    
3.27       4F3745   M.P. Pumps                                    
3.28       4F3745   TestAmerica - Pensacola                                    
3.29       4F3745   Microfinish                                    
3.3       4F3745   MVP Mayfield                                    
3.31       4F3745   Builders FirstSource                                    
3.32       4F3745   Banner                                    
3.33       4F3745   SET - IN                                    
3.34       4F3745   Progressive Metal                                    
3.35       4F3745   Universal Pool - 166th                                    
3.36       4F3745   SITEL                                    
3.37       4F3745   TestAmerica - Tallahassee                                    
3.38       4F3745   Texas Die Casting                                    
3.39       4F3745   TestAmerica - Corpus Christi                                    
4   8, 12   05A5V0   The Falls   3.4500%   3.4365%   $70,000,000   70,000,000   120   120   9/1/2026   0   0
5   13   4W04K9   Hamilton Place   4.3610%   4.3475%   $65,000,000   64,735,708   120   117   6/6/2026   360   357
6   14   4F37K9   Panorama Corporate Center   4.7815%   4.7580%   $58,500,000   58,500,000   120   113   2/6/2026   0   0
7   15   4FOAY1   Veritas Multifamily Pool 1   4.0755%   4.0632%   $55,250,000   55,250,000   60   53   2/6/2021   0   0
7.01       4FOAY1   645 Stockton Street                                    
7.02       4FOAY1   400 Duboce Avenue                                    
7.03       4FOAY1   950 Franklin Street                                    
7.04       4FOAY1   1340-1390 Taylor Street                                    
7.05       4FOAY1   601 O’Farrell Street                                    
7.06       4FOAY1   2677 Larkin Street                                    
7.07       4FOAY1   1801 Gough Street                                    
7.08       4FOAY1   845 California Street                                    
7.09       4FOAY1   1290 20th Avenue                                    
7.1       4FOAY1   78 Buchanan Street                                    
7.11       4FOAY1   1870 Pacific Avenue                                    
7.12       4FOAY1   500 Stanyan Street                                    
7.13       4FOAY1   540 Leavenworth Street                                    
7.14       4FOAY1   1401 Jones Street                                    
7.15       4FOAY1   676 Geary Street                                    
7.16       4FOAY1   100 Broderick Street                                    
7.17       4FOAY1   2075 Market Street                                    
7.18       4FOAY1   621 Stockton Street                                    
7.19       4FOAY1   1660 Bay Street                                    
7.2       4FOAY1   655 Stockton Street                                    
7.21       4FOAY1 &nb