EX-10 21 exh10mlpa.htm MORTGAGE LOAN PURCHASE AGREEMENT, DATED AS OF MARCH 1, 2018

Exhibit 10

 

EXECUTION VERSION

 

 

 

GS MORTGAGE SECURITIES CORPORATION II,

PURCHASER

 

and

 

GOLDMAN SACHS MORTGAGE COMPANY,

SELLER

 

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of March 1, 2018

 


Series 2018-GS9

 

 

 

 

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of March 1, 2018, 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 March 1, 2018 (the “Pooling and Servicing Agreement”), among the Purchaser, as depositor (in such capacity, the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), Wilmington Trust, National Association, as trustee (the “Trustee”) and Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), pursuant to which the Purchaser will transfer the Mortgage Loans (as defined herein) to a trust fund and certificates and the RR Interest 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 2018-GS9, Commercial Mortgage Pass-Through Certificates, Series 2018-GS9 (collectively, the “Certificates”) and the RR Interest will be created pursuant to the Pooling and Servicing Agreement. For purposes of this Agreement, “Mortgage Loans” refers to the mortgage loans listed on Exhibit A 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 (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 and Class C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of March 15, 2018 (the “Underwriting Agreement”), among the Depositor, Goldman Sachs & Co. LLC (“GS&Co.”), Drexel Hamilton, LLC (“Drexel”) and The Williams Capital Group, L.P. (“Williams” and, together with GS&Co. and Drexel, the “Underwriters”); and (ii) the Class D, Class X-D, Class E, Class F-RR, Class G-RR and Class R Certificates (the “Private Certificates”) to GS&Co., Drexel and Williams 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 March 15, 2018 (the “Certificate Purchase Agreement”), among the Depositor and the Initial Purchasers.

 

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 (i) transfer the RR Interest to the Seller or at the Seller’s direction and (ii) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $865,924,709.09, plus accrued interest on the Mortgage Loans from and including March 1, 2018 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The Seller hereby directs the Purchaser to transfer the RR Interest directly to Goldman Sachs Bank USA.

 

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 and the RR Interest Owner) as the owner of such Mortgage Loan and shall be transferred promptly to the 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.

 

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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.

 

It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that the Seller will receive the benefit of any securitization indemnification provisions in the Mortgage Loan documents.

 

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 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 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, the RR Interest Owner 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, the RR Interest Owner 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 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, the RR Interest Owner 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

 

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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, the RR Interest Owner and, if applicable the related Serviced Companion Noteholder, and shall cooperate with the reasonable requests of the Master Servicer or the 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, the RR Interest Owner and, if applicable, the related Serviced Companion Noteholder.

 

Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver one (1) PDF and ten (10) originals of a power of attorney substantially in the form of Exhibit F hereto to each of the Master Servicer and the Special Servicer, that permits such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller will be required to effect at its expense the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

 

(b)       [Reserved]

 

(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.

 

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(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 and the RR Interest Owner 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 and the RR Interest Owner, 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 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 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 McCoy & Orta, P.C. (“M&O”) 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

 

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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 M&O 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), (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 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, the RR Interest Owner 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 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

 

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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 March 19, 2018 relating to the Public Certificates, the annexes and exhibits thereto and any electronic media delivered therewith, or the Offering Circular dated March 19, 2018 relating to the Private Certificates, the annexes and exhibits thereto and any electronic media 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 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 March 15, 2018, among the Underwriters, the Initial Purchasers, 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 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; provided that such documents are clearly labeled and identified) to the Intralinks Site, each such Diligence File being organized and

 

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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 Servicer, 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 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;

 

(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 Principal 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 Principal 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 Principal 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

 

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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 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;

 

(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;

 

(p)       in the event that the Seller determines that a Third Party Purchaser no longer complies with one or more of the requirements of §244.7(b)(1), §244.7(b)(3), §244.7(b)(4), §244.7(b)(5) or §244.7(b)(8) of the Risk Retention Rule, then the Seller shall promptly notify, or cause to be notified, the Certificate Administrator in writing of such noncompliance, and the Certificate Administrator will be required under the Pooling and Servicing Agreement to make any such notice available to Privileged Persons via the Certificate Administrator’s Website;

 

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(q)       unless the Seller has already disclosed or caused to be disclosed such information on a Form 8-K, on or prior to the date that is 2 Business Days prior to the first Distribution Date, the Seller shall deliver, or cause to be delivered, to the Certificate Administrator the disclosure required pursuant to §244.4(c)(1)(ii) of the Risk Retention Rule, and the Certificate Administrator will be required under the Pooling and Servicing Agreement to make any such disclosure available to Privileged Persons via the Certificate Administrator’s Website; and

 

(r)       The Seller will (i) act as a “sponsor” (as defined in §244.2 of the Risk Retention Rule) and (ii) cause the HRR Certificates to be retained by a “third-party purchaser” (or any “majority-owned affiliate” thereof (as defined in the Risk Retention Rule)) in accordance with §244.7(b) of the Risk Retention Rule, and (iii) retain (or cause a “majority-owned affiliate” (as defined in the Risk Retention Rule) of the Seller or an “originator” (as defined in the Risk Retention Rule) to retain) the RR Interest in accordance with the Risk Retention Rule. The Seller agrees that it shall comply and shall cause any “majority-owned affiliate” (as defined in the Risk Retention Rule) of the Seller to comply with the Risk Retention Rule.

 

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, (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;

 

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(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 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

 

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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 and Initial Purchasers 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;

 

(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;

 

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(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 and the Initial Purchasers at least 5 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 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, which representations and warranties are subject to the exceptions thereto set forth in Exhibit C to this Agreement.

 

(d)       Pursuant to the Pooling and Servicing Agreement, if the Depositor, the Master Servicer, the 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 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 (with respect to Non-Specially Serviced Mortgage Loans) or the 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 Trustee or the Certificateholders and the RR Interest Owner

 

 

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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 Special Servicer may (but will not be obligated to) consult with the Master Servicer or the 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 Master Servicer or the Special Servicer that made such determination 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, 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 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 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 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

 

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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 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 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 on the part of any party to the Pooling and Servicing Agreement or in providing notice of such Material Defect 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, (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 (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 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 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

 

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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 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

 

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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 Enforcing Servicer, on behalf of the Trust, and, if no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder) 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 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.

 

(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 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

 

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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 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.

 

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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 0001731056.

 

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 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

 

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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 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 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 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 Offering Circular or the Final 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 or the Preliminary 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.

 

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

 

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(f)       The Seller shall furnish the Purchaser, the Underwriters and the Initial Purchasers 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 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 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 and Final 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 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 and the Initial Purchasers.

 

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 Servicer 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

 

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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.

 

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 and the RR Interest Owner. The Seller hereby acknowledges its obligations pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling and

 

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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 electronic transmission to it at 200 West Street, New York, New York 10282, to the attention of Leah Nivison, email: leah.nivison@gs.com and gs-refgsecuritization@gs.com, with a copy to: Joe Osborne, email: joe.osborne@gs.com and gs-refgsecuritization@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, email: leah.nivison@gs.com and gs-refgsecuritization@gs.com, with a copy to: Joe Osborne, email: joe.osborne@gs.com and gs-refgsecuritization@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

 

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

 

 

 

EXHIBIT A

MORTGAGE LOAN SCHEDULE

 

A-1

 

 

 

GS9
Exhibit B - Mortgage Loan Schedule

 

Control Number Footnotes Loan Number Property Name Borrower Name Address City State County Zip Code 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.) Monthly Debt Service ($) (1)
1   21769944 Marina Heights State Farm Corporate Properties Tempe SPE, L.L.C. 300-600 East Rio Salado Parkway Tempe Arizona Maricopa 85281 3.5595% 3.5448% $72,500,000 $72,500,000 120 118 1/6/2028 0 0 $218,040
2 3, 4 22048227 Apple Campus 3 CW SPE LLC 222 North Wolfe Road Sunnyvale California Santa Clara 94085 3.3650% 3.3490% $68,000,000 $68,000,000 120 118 1/6/2028 0 0 $193,330
3 4, 5, 6 22575337 Twelve Oaks Mall TVO Mall Owner LLC 27500 Novi Road Novi Michigan Oakland 48377 4.3985% 4.3826% $66,666,668 $66,666,668 120 120 3/6/2028 360 360 $326,541
4 7 22565649 ESA Portfolio 2 Tates Creek Lex KY Hotel, LLC, 8 S Dayton OH Hotel, LLC, 34 Fairborn Dayton OH Hotel, LLC, 36 N Ft Wayne IN Hotel, LLC, 52 Med Center Plano TX Hotel, LLC, 247 S Ft Wayne IN Hotel, LLC, 295 Nicholasville Lex KY Hotel, LLC, 886 Airport El Paso TX Hotel, LLC, 4015 Kenwood Blue Ash Cincy OH Hotel, LLC, 4120 N Dayton OH Hotel, LLC, 6016 Greenville Dallas TX Hotel, LLC, 6071 Fossil Creek Ft Worth TX Hotel, LLC, 6078 W El Paso TX Hotel, LLC, 6084 SW Ft Worth TX Hotel, LLC, 6092 City View Ft Worth TX Hotel, LLC, 6175 Waco TX Hotel, LLC, 9688 Reed Blue Ash Cincy OH Hotel, LLC, 9710 Parkway Plano TX Hotel, LLC, 9813 Airport W Indy IN Hotel, LLC and 9814 NW 465 Indy IN Hotel, LLC           4.7545% 4.7386% $66,214,500 $66,214,500 120 120 3/6/2028 360 360 $345,586
4.01   22565649 ESA Fort Wayne South   8309 West Jefferson Boulevard Fort Wayne Indiana Allen 46804                    
4.02   22565649 ESA Lexington Nicholasville Road   2650 Wilhite Drive Lexington Kentucky Fayette 40503                    
4.03   22565649 ESA Indianapolis Northwest I 465   9370 Waldemar Road Indianapolis Indiana Marion 46268                    
4.04   22565649 ESA Dayton North   6688 Miller Lane Dayton Ohio Montgomery 45414                    
4.05   22565649 ESA Indianapolis Airport West Southern Avenue   5350 West Southern Avenue Indianapolis Indiana Marion 46241                    
4.06   22565649 ESA Dallas Greenville Avenue   12270 Greenville Avenue Dallas Texas Dallas 75243                    
4.07   22565649 ESA Waco Woodway   5903 Woodway Drive Waco Texas McLennan 76712                    
4.08   22565649 ESA Fort Worth Fossil Creek   3261 Northeast Loop 820 Fort Worth Texas Tarrant 76137                    
4.09   22565649 ESA El Paso Airport   6580 Montana Avenue El Paso Texas El Paso 79925                    
4.10   22565649 ESA Cincinnati Blue Ash Kenwood Road   11145 Kenwood Road Blue Ash Ohio Hamilton 45242                    
4.11   22565649 ESA Fort Worth City View   5831 Overton Ridge Boulevard Fort Worth Texas Tarrant 76132                    
4.12   22565649 ESA Dallas Plano Parkway   4709 West Plano Parkway Plano Texas Collin 75093                    
4.13   22565649 ESA Cincinnati Blue Ash Reed Hartman   4630 Creek Road Blue Ash Ohio Hamilton 45242                    
4.14   22565649 ESA Dayton South   7851 Lois Circle Dayton Ohio Montgomery 45459                    
4.15   22565649 ESA Lexington Tates Creek   3575 Tates Creek Road Lexington Kentucky Fayette 40517                    
4.16   22565649 ESA Dayton Fairborn   3131 Presidential Drive Fairborn Ohio Greene 45324                    
4.17   22565649 ESA Fort Worth Southwest   4701 Citylake Boulevard West Fort Worth Texas Tarrant 76132                    
4.18   22565649 ESA Fort Wayne North   5810 Challenger Parkway Fort Wayne Indiana Allen 46818                    
4.19   22565649 ESA El Paso West   990 Sunland Park Drive El Paso Texas El Paso 79922                    
4.20   22565649 ESA Dallas Plano Parkway Medical Center   4636 West Plano Parkway Plano Texas Collin 75093                    
5 6 22575939 U.S. Industrial Portfolio SC USIP Property Company, LLC           4.5240% 4.4981% $64,000,000 $64,000,000 120 120 3/6/2028 0 0 $244,631
5.01   22575939 DialogDirect   13700 Oakland Avenue and 350 Victor Street Highland Park Michigan Wayne 48203                    
5.02   22575939 JIT Packaging   1717 Gifford Road Elgin Illinois Cook 60120                    
5.03   22575939 Markel   435 School Lane Plymouth Meeting Pennsylvania Montgomery 19462                    
5.04   22575939 Dedicated Logistics   8201 54th Avenue North New Hope Minnesota Hennepin 55428                    
5.05   22575939 Wilbert   4221 Otter Lake Road White Bear Township Minnesota Ramsey 55110                    
5.06   22575939 Matandy Steel   999 East Avenue and 1140 & 1200 Central Avenue Hamilton Ohio Butler 45011                    
5.07   22575939 Landmark Plastics   1331 Kelly Avenue Akron Ohio Summit 44306                    
5.08   22575939 Rohrer Corporation (OH)   717 Seville Road Wadsworth Ohio Medina 44281                    
5.09   22575939 Rohrer Corporation (IL)   13701 George Bush Court Huntley Illinois McHenry 60142                    
5.10   22575939 Rohrer Corporation (GA)   1800 Enterprise Buford Georgia Gwinnett 30518                    
5.11   22575939 AAP Metals   811 Regal Row Dallas Texas Dallas 75247                    
6   21743853 Brunswick Commons East Brunswick UE Owner LLC 333-335 State Route 18 East Brunswick New Jersey Middlesex 8816 4.3835% 4.3576% $63,000,000 $63,000,000 120 117 12/6/2027 0 0 $233,330
7   2236378 Pin Oak North Medical Office Norvin Pin Oak North LLC, Norvin Pin Oak North II LLC, Norvin Pin Oak North III LLC, Norvin Pin Oak North IV LLC, Norvin Pin Oak North V LLC and Norvin Pin Oak North VI LLC 6700 & 6750 West Loop South and 4710 Bellaire Boulevard Bellaire Texas Harris 77401 4.6475% 4.6116% $56,740,000 $56,740,000 120 119 2/6/2028 360 360 $292,487
8   22450372 Sola Apartments BW Sola Apartments LLC 8074 Gate Parkway West Jacksonville Florida Duval 32216 4.6295% 4.6136% $40,230,000 $40,230,000 120 119 2/6/2028 0 0 $157,360
9 4, 8 21604021 Worldwide Plaza WWP Office, LLC and WWP Amenities Holdings, LLC 825 Eighth Avenue New York New York New York 10019 3.6045% 3.5898% $35,000,000 $35,000,000 120 116 11/6/2027 0 0 $106,593
10   19511323 90 Fifth Avenue 90 Fifth Owner, LLC 90 Fifth Avenue New York New York New York 10011 4.3070% 4.2911% $33,750,000 $33,750,000 120 112 7/6/2027 0 0 $122,817
11 9 21515092 Bass Pro & Cabela’s Portfolio SPT Prairie 1 CB Drive, LLC, SPT Prairie 200 BP Drive, LLC, SPT Prairie 210 Demers Avenue, LLC, SPT Prairie 1000 CB Drive, LLC, SPT Prairie 2250 Gatlin Blvd., LLC, SPT Prairie 2427 N. Greenwich Road, LLC, SPT Prairie 2502 W. CB Drive, LLC, SPT Prairie 2700 Market Place Drive, LLC, SPT Prairie 3900 CB Drive, LLC, SPT Prairie 5500 Cornerstone North Blvd., LLC, SPT Prairie 7090 CB Drive NW, LLC, SPT Prairie 7700 CB Drive, LLC, SPT Prairie 10670 CB Drive, LLC, SPT Prairie 10501 Palm River Road, LLC, SPT Prairie 17907 IH-10 West, LLC and SPT Prairie 20200 Rogers Drive, LLC           4.3790% 4.3631% $30,460,000 $30,460,000 120 115 10/6/2027 0 0 $112,697
11.01   21515092 Cabela’s Rogers   20200 Rogers Drive Rogers Minnesota Hennepin 55374                    
11.02   21515092 Cabela’s Lone Tree   10670 Cabela Drive Lone Tree Colorado Douglas 80124                    
11.03   21515092 Bass Pro San Antonio   17907 IH-10 West San Antonio Texas Bexar 78257                    
11.04   21515092 Cabela’s Allen   1 Cabela Drive Allen Texas Collin 75002                    
11.05   21515092 Cabela’s Lehi   2502 West Cabelas Boulevard Lehi Utah Utah 84043                    
11.06   21515092 Bass Pro Tampa   10501 Palm River Road Tampa Florida Hillsborough 33619                    
11.07   21515092 Cabela’s Hammond   7700 Cabela Drive Hammond Indiana Lake 46324                    
11.08   21515092 Bass Pro Round Rock   200 Bass Pro Drive Round Rock Texas Williamson 78665                    
11.09   21515092 Cabela’s Fort Mill   1000 Cabelas Drive Fort Mill South Carolina York 29708                    
11.10   21515092 Cabela’s Wichita   2427 North Greenwich Road Wichita Kansas Sedgwick 67226                    
11.11   21515092 Cabela’s Owatonna   3900 Cabelas Drive Owatonna Minnesota Steele 55060                    
11.12   21515092 Cabela’s Centerville   5500 Cornerstone North Boulevard Centerville Ohio Montgomery 45440                    
11.13   21515092 Cabela’s Huntsville   7090 Cabela Drive Northwest Huntsville Alabama Madison 35806                    
11.14   21515092 Bass Pro Port St. Lucie   2250 Southwest Gatlin Boulevard Port St. Lucie Florida Saint Lucie 34953                    
11.15   21515092 Cabela’s Waco   2700 Market Place Drive Waco Texas McLennan 76711                    
11.16   21515092 Cabela’s East Grand Forks   210 Demers Avenue East Grand Forks Minnesota Polk 56721                    
12   22351283 Tetra Technologies Tetris Property LP 24955 Interstate 45 Spring Texas Montgomery 77380 4.4890% 4.4731% $26,500,000 $26,500,000 120 119 2/6/2028 360 360 $134,098
13 10 21656773 Esperanza Operadora Hotel Esperanza, S. de R.L. de C.V. Carretera Transpeninsular Km. 7 Mz 10, Punta Ballena Cabo San Lucas Mexico NAP NAP 4.9435% 4.9276% $25,000,000 $25,000,000 120 116 11/6/2027 0 0 $104,420
14 4 21515086 Starwood Lodging Hotel Portfolio Various           4.5985% 4.5838% $25,000,000 $25,000,000 60 55 10/5/2022 0 0 $97,133
14.001   21515086 Hilton Garden Inn Glastonbury   85 Glastonbury Boulevard Glastonbury Connecticut Hartford 06033                    
14.002   21515086 Sheraton Hotel Woodbury   676 Bielenberg Drive Woodbury Minnesota Washington 55125                    
14.003   21515086 DoubleTree Holland   650 East 24th Street Holland Michigan Ottawa 49423                    
14.004   21515086 Lexington Residence Inn   3110 Wall Street Lexington Kentucky Fayette 40513                    
14.005   21515086 Residence Inn Mystic Groton   40 Whitehall Avenue Mystic Connecticut New London 06355                    
14.006   21515086 Lexington Courtyard   3100 Wall Street Lexington Kentucky Fayette 40513                    
14.007   21515086 Residence Inn Baton Rouge   7061 Commerce Circle Baton Rouge Louisiana East Baton Rouge 70809                    
14.008   21515086 TownePlace Suites Boise Downtown   1455 South Capitol Boulevard Boise Idaho Ada 83706                    
14.009   21515086 San Bernardino Hampton Inn & Suites   895 East Hospitality Lane San Bernardino California San Bernardino 92408                    
14.010   21515086 Fairfield Inn and Suites Reno Sparks   2085 Brierley Way Sparks Nevada Washoe 89434                    
14.011   21515086 Kalamazoo-Portage Courtyard   400 Trade Centre Way Portage Michigan Kalamazoo 49002                    
14.012   21515086 Bismarck Residence Inn   3421 North 14th Street Bismarck North Dakota Burleigh 58503                    
14.013   21515086 Residence Inn Southington   778 West Street Southington Connecticut Hartford 06489                    
14.014   21515086 Bloomington Fairfield Inn & Suites   2401 American Boulevard East Bloomington Minnesota Hennepin 55425                    
14.015   21515086 Montgomeryville Staybridge Suites   119 Garden Golf Boulevard North Wales Pennsylvania Montgomery 19454                    
14.016   21515086 TownePlace Suites Pocatello   2376 Via Caporatti Drive Pocatello Idaho Bannock 83201                    
14.017   21515086 Rockford Residence Inn   7542 Colosseum Drive Rockford Illinois Winnebago 61107                    
14.018   21515086 Residence Inn Danbury   22 Segar Street Danbury Connecticut Fairfield 06810                    
14.019   21515086 Westminster Hampton Inn   5030 West 88th Place Westminster Colorado Adams 80031                    
14.020   21515086 Appleton Residence Inn   310 North Metro Drive Appleton Wisconsin Outagamie 54913                    
14.021   21515086 Quantico Courtyard   375 Corporate Drive Stafford Virginia Stafford 22554                    
14.022   21515086 El Paso Staybridge Suites   6680 Gateway Boulevard East El Paso Texas El Paso 79915                    
14.023   21515086 Fargo Residence Inn   4335 23rd Avenue South Fargo North Dakota Cass 58104                    
14.024   21515086 Langhorne SpringHill Suites   200 North Buckstown Road Langhorne Pennsylvania Bucks 19047                    
14.025   21515086 Fairfield Inn and Suites Bethlehem   2140 Motel Drive Bethlehem Pennsylvania Lehigh 18018                    
14.026   21515086 Mendota Heights Fairfield Inn & Suites   1330 Northland Drive Mendota Heights Minnesota Dakota 55120                    
14.027   21515086 Residence Inn Albuquerque   4331 The Lane at 25 Northeast Albuquerque New Mexico Bernalillo 87109                    
14.028   21515086 Residence Inn Kansas City Olathe   12215 South Strang Line Road Olathe Kansas Johnson 66062                    
14.029   21515086 Residence Inn Monroe   4960 Millhaven Road Monroe Louisiana Monroe 71203                    
14.030   21515086 Residence Inn San Antonio North Stone Oak   1115 North Loop 1604 East San Antonio Texas Bexar 78232                    
14.031   21515086 Amarillo Residence Inn   6700 West Interstate 40 Amarillo Texas Potter 79106                    
14.032   21515086 TownePlace Suites Scranton   26 Radcliffe Drive Moosic Pennsylvania Lackawanna 18507                    
14.033   21515086 SpringHill Suites Waterford   401 North Frontage Road Waterford Connecticut New London 06385                    
14.034   21515086 Madison Residence Inn   4862 Hayes Road Madison Wisconsin Dane 53704                    
14.035   21515086 Peoria, IL Residence Inn   2000 West War Memorial Drive Peoria Illinois Peoria 61614                    
14.036   21515086 Lafayette Fairfield Inn & Suites   4000 South Street Lafayette Indiana Tippecanoe 47905                    
14.037   21515086 Eden Prairie Fairfield Inn & Suites   11325 Viking Drive Eden Prairie Minnesota Hennepin 55344                    
14.038   21515086 Tinley Park Fairfield Inn & Suites   18511 North Creek Drive Tinely Park Illinois Will 60477                    
14.039   21515086 St. Joseph Hampton Inn   3928 Frederick Boulevard St. Joseph Missouri Buchanan 64506                    
14.040   21515086 Burnsville Hampton Inn   14400 Nicollet Court Burnsville Minnesota Dakota 55306                    
14.041   21515086 Peoria, IL Courtyard   1928 West War Memorial Drive Peoria Illinois Peoria 61614                    
14.042   21515086 Champaign Courtyard   1811 Moreland Boulevard Champaign Illinois Champaign 61822                    
14.043   21515086 Springfield Courtyard   3462 Freedom Drive Springfield Illinois Sangamon 62704                    
14.044   21515086 Akron Courtyard   100 Springside Drive Akron Ohio Summit 44333                    
14.045   21515086 El Paso Holiday Inn Express & Suites   6666 Gateway Boulevard East El Paso Texas El Paso 79915                    
14.046   21515086 Memphis SpringHill Suites   2800 New Brunswick Road Memphis Tennessee Shelby 38133                    
14.047   21515086 Tinley Park Hampton Inn   18501 North Creek Drive Tinely Park Illinois Will 60477                    
14.048   21515086 Phoenix TownePlace Suites   9425 North Black Canyon Highway Phoenix Arizona Maricopa 85021                    
14.049   21515086 Woodbury Hampton Inn   1450 Weir Drive Woodbury Minnesota Washington 55125                    
14.050   21515086 Colorado Springs Fairfield Inn   7085 Commerce Center Drive Colorado Springs Colorado El Paso 80919                    

 

 

 

GS9
Exhibit B - Mortgage Loan Schedule

 

Control Number Footnotes Loan Number Property Name Borrower Name Address City State County Zip Code 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.) Monthly Debt Service ($) (1)
14.051   21515086 Wichita Falls Hampton Inn   4217 Kemp Boulevard Wichita Falls Texas Wichita 76308                    
14.052   21515086 Zanesville Hampton Inn   1009 Spring Street Zanesville Ohio Muskingum 43701                    
14.053   21515086 Holland Fairfield Inn & Suites   2854 West Shore Drive Holland Michigan Ottawa 49424                    
14.054   21515086 Lubbock Hampton Inn   4003 South Loop 289 Lubbock Texas Lubbock 79423                    
14.055   21515086 Phoenix SpringHill Suites   9425 North Black Canyon Highway Phoenix Arizona Maricopa 85021                    
14.056   21515086 Lewisville Residence Inn   755 Vista Ridge Mall Drive Lewisville Texas Denton 75067                    
14.057   21515086 Battle Creek Hampton Inn   1150 Riverside Drive Battle Creek Michigan Calhoun 49015                    
14.058   21515086 Courtyard Scranton   16 Glenmaura National Boulevard Moosic Pennsylvania Lackawanna 18507                    
14.059   21515086 Springfield Fairfield Inn & Suites   1870 West 1st Street Springfield Ohio Clark 45504                    
14.060   21515086 Branson Fairfield Inn & Suites   220 Highway 165 Branson Missouri Taney 65616                    
14.061   21515086 Toledo Fairfield Inn & Suites   521 West Dussel Drive Maumee Ohio Lucas 43537                    
14.062   21515086 Corpus Christi Residence Inn   5229 Blanche Moore Drive Corpus Christi Texas Nueces 78411                    
14.063   21515086 Columbus Homewood Suites   3841 Park Mill Run Drive Hilliard Ohio Franklin 43026                    
14.064   21515086 Houston Brookhollow SpringHill Suites   2750 North Loop West Houston Texas Harris 77092                    
14.065   21515086 Residence Inn Fort Smith   3005 South 74th Street Fort Smith Arkansas Sebastian 72903                    
14.066   21515086 Joliet Fairfield Inn & Suites North   3239 Norman Avenue Joliet Illinois Will 60431                    
14.067   21515086 Plano Fairfield Inn & Suites   4712 West Plano Parkway Plano Texas Collin 75093                    
14.068   21515086 Topeka Residence Inn   1620 Southwest Westport Drive Topeka Kansas Shawnee 66604                    
14.069   21515086 Bedford TownePlace Suites   2301 Plaza Parkway Bedford Texas Tarrant 76021                    
14.070   21515086 Wichita Hampton Inn   9449 East Corporate Hills Drive Wichita Kansas Sedgwick 67207                    
14.071   21515086 Holiday Inn Express Malvern   1 Morehall Road Frazer Pennsylvania Chester 19355                    
14.072   21515086 Greeley Fairfield Inn & Suites   2401 West 29th Street Greeley Colorado Weld 80631                    
14.073   21515086 Amarillo Fairfield Inn & Suites   6600 West Interstate 40 Amarillo Texas Potter 79106                    
14.074   21515086 Dallas Homewood Suites   9169 Markville Drive Dallas Texas Dallas 75243                    
14.075   21515086 Oshkosh Fairfield Inn & Suites   1800 South Koeller Street Oshkosh Wisconsin Winnebago 54902                    
14.076   21515086 Burnsville Fairfield Inn & Suites   14350 Nicollet Court Burnsville Minnesota Dakota 55306                    
14.077   21515086 Willowbrook Homewood Suites   7655 FM 1960 Road West Houston Texas Harris 77070                    
14.078   21515086 Memphis Fairfield Inn & Suites   8489 US Highway 64 Memphis Tennessee Shelby 38133                    
14.079   21515086 Mansfield Hampton Inn   1051 North Lexington Springmill Road Ontario Ohio Richland 44906                    
14.080   21515086 Lubbock Fairfield Inn & Suites   4007 South Loop 289 Lubbock Texas Lubbock 79423                    
14.081   21515086 Mishawaka Fairfield Inn & Suites   425 West University Drive Mishawaka Indiana St. Joseph 46545                    
14.082   21515086 Abilene Hampton Inn   3917 Ridgemont Drive Abilene Texas Taylor 79606                    
14.083   21515086 Akron Hampton Inn   80 Springside Drive Akron Ohio Summit 44333                    
14.084   21515086 Fort Worth Hampton Inn   4799 Southwest Loop 820 Fort Worth Texas Tarrant 76132                    
14.085   21515086 Bloomington Courtyard   310 A Greenbriar Drive Normal Illinois McLean 61761                    
14.086   21515086 Fargo Comfort Suites   4417 23rd Avenue South Fargo North Dakota Cass 58104                    
14.087   21515086 Findlay Fairfield Inn & Suites   2000 Tiffin Avenue Findlay Ohio Hancock 45840                    
14.088   21515086 Stevens Point Fairfield Inn & Suites   5317 US Highway 10 East Stevens Point Wisconsin Portage 54482                    
14.089   21515086 Quincy Fairfield Inn & Suites   4415 Broadway Street Quincy Illinois Adams 62305                    
14.090   21515086 Findlay Hampton Inn   921 Interstate Drive Findlay Ohio Hancock 45840                    
14.091   21515086 Forsyth Fairfield Inn   1417 Hickory Point Drive Forsyth Illinois Macon 62535                    
14.092   21515086 Muncie Fairfield Inn   4011 West Bethel Avenue Muncie Indiana Delaware 47304                    
14.093   21515086 Bismarck South Fairfield Inn & Suites   135 Ivy Avenue Bismarck North Dakota Burleigh 58504                    
14.094   21515086 Lee’s Summit Fairfield Inn & Suites   1301 Northeast Windsor Drive Lee’s Summit Missouri Jackson 64086                    
14.095   21515086 Norman Fairfield Inn & Suites   301 Norman Center Court Norman Oklahoma Cleveland 73072                    
14.096   21515086 Dallas I-635 Fairfield Inn & Suites (Park Central)   9230 LBJ Freeway Dallas Texas Dallas 75243                    
14.097   21515086 Council Bluffs Fairfield Inn & Suites   520 30th Avenue Council Bluffs Iowa Pottawattamie 51501                    
14.098   21515086 Terre Haute Fairfield Inn & Suites   475 East Margaret Drive Terre Haute Indiana Vigo 47802                    
14.099   21515086 Waco Fairfield Inn & Suites   5805 Woodway Drive Waco Texas McLennan 76712                    
14.100   21515086 Champaign Fairfield Inn & Suites   1807 Moreland Boulevard Champaign Illinois Champaign 61822                    
14.101   21515086 Houston Brookhollow TownePlace Suites   12820 Northwest Freeway Houston Texas Harris 77040                    
14.102   21515086 Corpus Christi Fairfield Inn & Suites   5217 Blanche Moore Drive Corpus Christi Texas Nueces 78411                    
14.103   21515086 Fargo Fairfield Inn & Suites   3902 9th Avenue Southwest Fargo North Dakota Cass 58103                    
14.104   21515086 Galesburg Fairfield Inn & Suites   901 West Carl Sandburg Drive Galesburg Illinois Knox 61401                    
14.105   21515086 Abilene Fairfield Inn & Suites   3902 Turner Plaza Abilene Texas Taylor 79606                    
14.106   21515086 Billings Fairfield Inn & Suites   2026 Overland Avenue Billings Montana Yellowstone 59102                    
14.107   21515086 Peru Fairfield Inn & Suites   4385 Venture Drive Peru Illinois La Salle 61354                    
14.108   21515086 Mesquite Fairfield Inn & Suites   4020 Towne Crossing Boulevard Mesquite Texas Dallas 75150                    
14.109   21515086 San Angelo Hampton Inn   2959 Loop 306 San Angelo Texas Tom Green 76904                    
14.110   21515086 Bismarck North Fairfield Inn & Suites   1120 East Century Avenue Bismarck North Dakota Burleigh 58503                    
14.111   21515086 Willowbrook Hampton Inn   7645 FM 1960 Road West Houston Texas Harris 77070                    
14.112   21515086 Toledo Country Inn & Suites   541 West Dussel Drive Maumee Ohio Lucas 43537                    
14.113   21515086 Dubuque Fairfield Inn   3400 Dodge Street Dubuque Iowa Dubuque 52003                    
14.114   21515086 Kankakee Fairfield Inn   1550 North State Route 50 Bourbonnais Illinois Kankakee 60914                    
14.115   21515086 Canton Fairfield Inn & Suites   5285 Broadmoor Circle Northwest Canton Ohio Stark 44709                    
14.116   21515086 Westchase Fairfield Inn & Suites   2400 West Sam Houston Parkway South Houston Texas Harris 77042                    
14.117   21515086 Lima Fairfield Inn   2179 Elida Road Lima Ohio Allen 45805                    
14.118   21515086 Owatonna Country Inn & Suites   130 Allan Avenue Owatonna Minnesota Steele 55060                    
14.119   21515086 Saginaw Fairfield Inn   5200 Cardinal Square Boulevard Saginaw Michigan Saginaw 48604                    
14.120   21515086 Youngstown Hampton Inn   7395 Tiffany South Youngstown Ohio Mahoning 44514                    
14.121   21515086 Longview Fairfield Inn & Suites   3305 North 4th Street Longview Texas Gregg 75605                    
14.122   21515086 Middletown Fairfield Inn   6750 Roosevelt Parkway Middletown Ohio Butler 45044                    
14.123   21515086 Mishawaka Best Western Plus   445 West University Drive Mishawaka Indiana St. Joseph 46545                    
14.124   21515086 Tyler Fairfield Inn & Suites   1945 West Southwest Loop 323 Tyler Texas Smith 75701                    
14.125   21515086 Stafford Hampton Inn   4714 Techniplex Drive Stafford Texas Fort Bend 77477                    
14.126   21515086 Lincoln Fairfield Inn & Suites   4221 Industrial Avenue Lincoln Nebraska Lancaster 68504                    
14.127   21515086 Saginaw Comfort Suites   5180 Cardinal Square Boulevard Saginaw Michigan Saginaw 48604                    
14.128   21515086 Humble Fairfield Inn & Suites   20525 Highway 59 North Humble Texas Harris 77338                    
14.129   21515086 Corpus Christi Country Inn & Suites   5209 Blanche Moore Drive Corpus Christi Texas Nueces 78411                    
14.130   21515086 Youngstown Fairfield Inn & Suites   7397 Tiffany South Youngstown Ohio Mahoning 44514                    
14.131   21515086 Stillwater Fairfield Inn & Suites   418 East Hall of Fame Avenue Stillwater Oklahoma Payne 74075                    
14.132   21515086 Quail Springs Fairfield Inn & Suites   13520 Plaza Terrace Oklahoma City Oklahoma Oklahoma 73120                    
14.133   21515086 Temple Fairfield Inn & Suites   1402 Southwest H.K. Dodgen Loop Temple Texas Bell 76504                    
14.134   21515086 Topeka Fairfield Inn   1530 Southwest Westport Drive Topeka Kansas Shawnee 66604                    
14.135   21515086 Lincoln Comfort Suites   4231 Industrial Avenue Lincoln Nebraska Lancaster 68504                    
14.136   21515086 Wichita Comfort Inn   9525 East Corporate Hills Drive Wichita Kansas Sedgwick 67207                    
14.137   21515086 Bloomington Comfort Suites   310 B Greenrbriar Drive Normal Illinois McLean 61761                    
14.138   21515086 Grand Forks Fairfield Inn   3051 South 34th Street Grand Forks North Dakota Grand Forks 58201                    
15   22052527 Doral Plaza SPG Doral Land Partners, LLC and SPG Doral Retail Partners, LLC 10640 Northwest 19th Street Doral Florida Miami-Dade 33172 4.5285% 4.4826% $24,900,000 $24,900,000 120 118 1/6/2028 0 0 $95,271
16   22052882 Rutherford Commons UE Paterson Plank Road LLC 150 Route 17 East Rutherford New Jersey Bergen 07073 4.4885% 4.4626% $23,000,000 $23,000,000 120 118 1/6/2028 0 0 $87,224
17   22351279 Alexandria Moulding Portfolio AGNL Crown, L.L.C.           4.4820% 4.4361% $22,425,000 $22,425,000 120 119 2/6/2028 360 360 $113,384
17.01   22351279 Alexandria Moulding La Porte IN   4747 West State Road 2 La Porte Indiana La Porte 46350                    
17.02   22351279 Alexandria Moulding Moxee WA   101 Grant Way Moxee Washington Yakima 98936                    
18   22350847 Anytime Self Storage Portfolio 101 and 110 South Taylor Avenue AZ 13 Holdings LLC, 1751 East Benson Highway AZ 13 Holdings LLC, 7340 East Benson Highway AZ 13 Holdings LLC, 11139 East Apache Trail AZ 13 Holdings LLC, 5600 South 12th Avenue AZ 13 Holdings LLC, 3055 North 30th Avenue AZ 13 Holdings LLC, 508 North Grant Street AZ 13 Holdings LLC, 1155 East Irvington Road AZ 13 Holdings LLC, 2100 West Baseline Road AZ 13 Holdings LLC and 556 East Frank Way AZ 13 Holdings LLC           5.0085% 4.9926% $20,000,000 $20,000,000 120 119 2/6/2028 360 360 $107,468
18.01   22350847 2100 West Baseline Avenue   2100 West Baseline Avenue Apache Junction Arizona Pinal 85120                    
18.02   22350847 1751 East Benson Highway   1751 East Benson Highway Tucson Arizona Pima 85714                    
18.03   22350847 101 South Taylor Avenue   101 South Taylor Avenue Bisbee Arizona Cochise 85603                    
18.04   22350847 7340 East Benson Highway   7340 East Benson Highway Tucson Arizona Pima 85756                    
18.05   22350847 556 East Frank Way   556 East Frank Way Williams Arizona Coconino 86046                    
18.06   22350847 3055 North 30th Avenue   3055 North 30th Avenue Phoenix Arizona Maricopa 85017                    
18.07   22350847 11139 East Apache Trail   11139 East Apache Trail Apache Junction Arizona Maricopa 85120                    
18.08   22350847 1155 East Irvington Road   1155 East Irvington Road Tucson Arizona Pima 85714                    
18.09   22350847 5600 South 12th Avenue   5600 South 12th Avenue Tucson Arizona Pima 85706                    
18.10   22350847 508 North Grant Street   508 North Grant Street Flagstaff Arizona Coconino 86004                    
19 6 22558058 Two Democracy Second Rock Spring Park Limited Partnership 6707 Democracy Boulevard Bethesda Maryland Montgomery 20817 5.3915% 5.3756% $15,000,000 $15,000,000 120 120 3/6/2028 360 360 $84,150
20 11 21671833 801 Broadway Clark Place Commercial, LLC 801 Broadway Avenue Northwest Grand Rapids Michigan Kent 49504 4.2705% 4.2346% $14,000,000 $13,922,744 120 116 11/6/2027 360 356 $69,040
21   22052526 357 Flatbush 357 Flatbush SPE, LLC 357-365 Flatbush Avenue Brooklyn New York Kings 11238 4.7235% 4.7076% $10,500,000 $10,500,000 120 118 1/6/2028 0 0 $41,905
22   22575339 North Park Apartments Clear Sky Capital North Park, LP 90 Northpoint Drive Houston Texas Harris 77060 5.0540% 4.9981% $10,150,000 $10,150,000 120 120 3/6/2028 360 360 $54,823
23   22351284 TGAAR Tower TGAAR Tower, LLC 24 Smith Road Midland Texas Midland 79705 4.4895% 4.4336% $7,200,000 $7,188,705 120 119 2/6/2028 360 359 $36,436
24   22456465 Chase Retail Center Highway 6 Y-Shops, LLC 9151 Highway 6 South Houston Texas Fort Bend 77083 5.0545% 5.0386% $6,900,000 $6,889,855 120 119 2/6/2028 360 359 $37,271
25 12 22052200 Cross County Shopping Center Hudson Bay Trading Company 1930 North Military Trail West Palm Beach Florida Palm Beach 33409 4.7225% 4.6666% $6,860,000 $6,860,000 120 118 1/6/2028 360 360 $35,671
26   22003540 RiNo Self Storage RiNo Self-Storage, LLC 3270 Blake Street Denver Colorado Denver 80205 4.7385% 4.7226% $6,700,000 $6,700,000 120 118 1/6/2028 0 0 $26,824
27   25575372 Fresh Thyme Kirkwood MLSE II, LLC 1018 North Kirkwood Road Kirkwood Missouri Saint Louis 63122 5.1005% 5.0171% $6,600,000 $6,600,000 120 120 3/6/2028 360 360 $35,837
28 13 22565643 Parkway Tower Parkway Tower, LLC 10542 South Jordan Gateway South Jordan Utah Salt Lake 84095 5.0595% 5.0436% $6,550,000 $6,550,000 120 120 3/6/2028 360 360 $35,400
29 14 22551593 Holiday Inn Express Columbus Magnolia Northlake, LLC 7336 Bear Lane Columbus Georgia Muscogee 31909 5.3140% 5.2306% $6,528,000 $6,528,000 120 120 3/6/2028 360 360 $36,307
30   22052202 Century Industrial Center Tenmark Century Center, LLC 2010, 2020 and 2030 Century Center Boulevard Irving Texas Dallas 75062 4.6550% 4.5991% $5,750,000 $5,750,000 120 118 1/6/2028 360 360 $29,666
31 15 21671831 Camp Creek Camp Creek Investors, LLC 3330 Camp Creek Parkway East Point Georgia Fulton 30344 4.9840% 4.9681% $5,100,000 $5,100,000 120 116 11/6/2027 360 360 $27,328
32   22565646 ESA Fort Worth Medical Center 9712 Med Center Ft Worth TX Hotel, LLC 1601 River Run Fort Worth Texas Tarrant 76107 4.7545% 4.7386% $4,275,100 $4,275,100 120 120 3/6/2028 360 360 $22,313
33   22565647 ESA Indianapolis Airport 4014 Airport Indy IN Hotel, LLC 2730 Fortune Circle West Indianapolis Indiana Marion 46241 4.7545% 4.7386% $3,079,500 $3,079,500 120 120 3/6/2028 360 360 $16,072
34   22565644 ESA Cincinnati Blue Ash Reagan HIG 15 Reagan Blue Ash Cincy OH Hotel, LLC 4260 Hunt Road Blue Ash Ohio Hamilton 45242 4.7545% 4.7386% $2,746,200 $2,746,200 120 120 3/6/2028 360 360 $14,333
35   22565645 ESA Dallas Vantage Point Drive 9835 Vantage Dallas TX Hotel, LLC 9019 Vantage Point Drive Dallas Texas Dallas 75243 4.7545% 4.7386% $2,517,100 $2,517,100 120 120 3/6/2028 360 360 $13,137
36 16 22052199 Monte Industrial Monte Group, Inc. 4100 North 29th Avenue Hollywood Florida Broward 33020 4.9925% 4.9366% $2,100,000 $2,094,647 120 118 1/6/2028 360 358 $11,264
37   22565648 ESA Indianapolis Northwest College 14 NW College Indy IN Hotel, LLC 9030 Wesleyan Road Indianapolis Indiana Marion 46268 4.7545% 4.7386% $1,292,600 $1,292,600 120 120 3/6/2028 360 360 $6,746

 

 

 

GS9
Exhibit B - Mortgage Loan Schedule

 

Control Number Footnotes Loan Number Property Name Servicing Fee Rate (%) Subservicing Fee Rate (%) Interest Accrual Method Ownership Interest Crossed Group Originator Mortgage Loan Seller Carve-out Guarantor Letter of Credit Upfront RE Tax Reserve ($) Ongoing RE Tax Reserve ($) Upfront Insurance Reserve ($) Ongoing Insurance Reserve ($) Upfront Replacement Reserve ($) Ongoing Replacement Reserve ($)
1   21769944 Marina Heights State Farm 0.0025% 0.001250% Actual/360 Leasehold NAP GSMC GSMC None No $0 $0 $0 $0 $0 $0
2 3, 4 22048227 Apple Campus 3 0.0025% 0.002500% Actual/360 Fee Simple NAP GSMC, WFB, DBNY GSMC Paul Guarantor LLC No $0 $249,368 $0 $0 $0 $0
3 4, 5, 6 22575337 Twelve Oaks Mall 0.0050% 0.000000% Actual/360 Fee Simple NAP GSMC, WFB, JPMCB GSMC The Taubman Realty Group Limited Partnership No $0 $0 $0 $0 $0 $0
4 7 22565649 ESA Portfolio 0.0050% 0.000000% Actual/360   NAP GSMC GSMC Alan Kanders No $342,116 $147,999 $81,821 $40,911 $0 See Footnote
4.01   22565649 ESA Fort Wayne South       Fee Simple                      
4.02   22565649 ESA Lexington Nicholasville Road       Fee Simple                      
4.03   22565649 ESA Indianapolis Northwest I 465       Fee Simple                      
4.04   22565649 ESA Dayton North       Fee Simple                      
4.05   22565649 ESA Indianapolis Airport West Southern Avenue       Fee Simple                      
4.06   22565649 ESA Dallas Greenville Avenue       Fee Simple                      
4.07   22565649 ESA Waco Woodway       Fee Simple