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EXHIBIT 10.1
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GS MORTGAGE SECURITIES CORPORATION II,
PURCHASER,
GOLDMAN SACHS MORTGAGE COMPANY,
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of July 1, 2007
Series 2007-GG10
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as
of July 1, 2007, 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 July 1, 2007 (the "Pooling and Servicing Agreement"),
among the Purchaser,
as seller, Wachovia Bank, National Association, as master
servicer (the "Master
Servicer"), CWCapital Asset Management LLC, as special servicer
(the "Special
Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"), pursuant to
which the Purchaser will sell the Mortgage Loans (as defined
herein) to a trust
fund and certificates representing ownership interests in the
Mortgage Loans
will be issued by the trust fund (the "Trust Fund"). 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 subject to the rights of the other holders of
interests in a Companion
Loan all of its right, title and interest in and to the Mortgage
Loans
identified on Exhibit A (the "Mortgage Loan Schedule") including
all interest
and principal received on or with respect to the Mortgage Loans
after the
Cut-off Date (other than payments of principal and interest
first due on the
Mortgage Loans on or before the Cut-off Date). Upon the sale of
the Mortgage
Loans, the ownership of each related Note, subject to the rights
of the other
holders of interest in a Companion Loan, the Seller's interest
in the related
Mortgage and the other contents of the related Mortgage File,
will be vested in
the Purchaser and immediately thereafter the Trustee, and the
ownership of
records and documents with respect to the related Mortgage Loan
(other than a
Non-Serviced Companion Loan) prepared by or which come into the
possession of
the Seller shall immediately vest in the Purchaser and
immediately thereafter
the Trustee. The Purchaser will sell the Class A-1, Class A-2,
Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B,
Class C, Class D,
Class E and Class F Certificates (the "Offered Certificates") to
the
underwriters (the "Underwriters") specified in the Underwriting
Agreement, dated
as of June 21, 2007 (the "Underwriting Agreement"), between the
Purchaser and
the Underwriters, and the Purchaser will sell the Class X, Class
G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q, Class S,
Class R and Class LR Certificates (the "Private Certificates")
to the initial
purchasers (the "Initial Purchasers" and, collectively with the
Underwriters,
the "Dealers") specified in the Certificate Purchase Agreement,
dated as of June
21, 2007 (the "Certificate Purchase Agreement"), between the
Purchaser and
Initial Purchasers.
The sale and conveyance of the Mortgage Loans is being conducted
on
an arms-length basis and upon commercially reasonable terms. As
the purchase
price for the Mortgage Loans, the Purchaser shall pay to the
Seller or at the
Seller's direction $2,280,187,643.44 (excluding accrued interest
and certain
post-settlement adjustment for expenses incurred by the
Underwriters on behalf
of the Depositor). 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 and the related Note shall be
transferred to the
Trustee 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
for the benefit of the Trustee as the owner of such Mortgage
Loan and shall be
transferred promptly to the Trustee. All scheduled payments of
principal and
interest due on or before the Cut-off Date but collected after
the Cut-off Date,
and recoveries 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 a sale
of the Mortgage
Loans 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.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as the
purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser
intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase
for tax
purposes. The Purchaser shall be responsible for maintaining,
and shall
maintain, a set of records for each Mortgage Loan which shall be
clearly marked
to reflect the transfer of ownership of each Mortgage Loan by
the Seller to the
Purchaser pursuant to this Agreement.
SECTION 3 Delivery of Mortgage Loan Documents; Additional Costs
and
Expenses. (a) The Purchaser hereby directs the Seller, and the
Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated
herein, to deliver
or cause to be delivered to the Trustee or a Custodian appointed
thereby 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
to the Trustee 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; provided that the Seller shall not be required to
deliver any
draft documents, privileged communications, credit underwriting,
due diligence
analyses or data or internal worksheets, memoranda,
communications or
evaluations.
(b) The Seller shall deliver to the Master Servicer within
10
business days after the Closing Date, documents and records that
(i) relate to
the servicing and administration of the Mortgage Loans, (ii) 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
(iii) are in possession or control of the Seller, together with
(x) all
unapplied Escrow Payments in the possession or under control of
the Seller that
relate to the Mortgage Loans and (y) a statement indicating
which Escrow
Payments are allocable to such Mortgage Loans); 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.
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 (other than 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 a Non-Serviced Mortgage Loan, it
shall
record or cause a third party to record in the appropriate
public recording
office for real property the assignments of the Mortgage Loans,
assignments of
assignment of leases, rents and profits and the assignments of
Mortgage and each
related UCC-2 and UCC-3 financing statement referred to in the
definition of
Mortgage File from the Seller to the Trustee in connection with
the Pooling and
Servicing Agreement; provided that, if the related Mortgage has
been recorded in
the name of Mortgage Electronic Registration Systems, Inc.
("MERS") or its
designee, no such assignments, assignments of Mortgage or
financing statements
in favor of the Trustee will be required to be prepared or
delivered and
instead, the Seller shall take all actions as are necessary to
cause the Trustee
to be shown as the owner of the related Mortgage Loan on the
records of MERS for
purposes of the system of recording transfers of beneficial
ownership of
mortgages maintained by MERS. All out of pocket costs and
expenses relating to
the recordation or filing of such assignments, assignments of
Mortgage and
financing statements shall be paid by the Seller. If any such
document or
instrument is lost or returned unrecorded or unfilled, as the
case may be,
because of a defect therein, then the Seller shall prepare a
substitute
therefore or cure such defect of cause such to be done, as the
case may be, and
the Seller shall deliver such substitute or corrected document
or instrument to
the Trustee (or, if the Mortgage Loan is then no longer subject
to the Pooling
and Servicing Agreement, the then holder of such Mortgage
Loan).
(b) it shall take any action reasonably required by the
Purchaser,
the Trustee or the Servicer in order to assist and facilitate
the transfer of
the servicing of the Mortgage Loans to the Servicer, including
effectuating the
transfer of any letters of credit with respect to any Mortgage
Loan to the
Servicer on behalf of the Trustee for the benefit of
Certificateholders. Prior
to the date that a letter of credit with respect to any Mortgage
Loan is
transferred to the Servicer, the Seller will cooperate with the
reasonable
requests of the Servicer or Special Servicer, as applicable, in
connection with
effectuating a draw under such letter of credit as required
under the terms of
the related Loan Documents. Notwithstanding the foregoing, this
Section 5(b)
shall not apply with respect to a Non-Serviced Mortgage
Loan;
(c) The Seller shall provide the Master Servicer the initial
data
with respect to each Mortgage Loan for the CMSA Financial File
and the CMSA 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;
(d) if during the period of time that the Underwriters are
required,
under applicable law, to deliver a prospectus related to the
Offered
Certificates in connection with sales of the Offered
Certificates by an
Underwriter or a dealer and 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 the Seller Information
previously provided
to be incorrect or untrue, and which directly results in a
material misstatement
or omission in the Prospectus Supplement, including Annex A,
Annex B or Annex C
thereto and the CD-ROM and the Diskette included therewith
(collectively, the
"Public Offering Documents"), and as a result the Underwriters'
legal counsel
has determined that it is necessary to amend or supplement the
Public Offering
Documents in order to make the statements therein, in the light
of the
circumstances when the Prospectus is delivered to a purchaser,
not misleading,
or to make the Public 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
Underwriters,
such amendments or supplements to the Public Offering Documents
as may be
necessary so that the statements in the Public Offering
Documents, as so amended
or supplemented, will not, in the light of the circumstances
when the Prospectus
is delivered to a purchaser, be misleading and will comply with
applicable law.
(All terms under this clause (d) and not otherwise defined in
this Agreement
shall have the meanings set forth in the Indemnification
Agreement, dated as of
June 21, 2007, between the Seller and the Purchaser (the
"Indemnification
Agreement" and, together with this Agreement, the "Operative
Documents")); and
(e) for so long as the Trust Fund is subject to the
reporting
requirements of the Exchange Act, the Seller shall provide the
Purchaser (or
with respect to any Serviced Companion Loan that is deposited
into another
securitization, the depositor of such securitization) and the
Paying Agent with
any Additional Form 10-D Disclosure and any Additional Form 10-K
Disclosure set
forth next the Seller's name on Exhibit U and Exhibit V of the
Pooling and
Servicing Agreement within the time periods set forth in the
Pooling and
Servicing Agreement.
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, delivery and performance under the Operative
Documents and has
duly executed and delivered this Agreement and the
Indemnification
Agreement, and has the power and authority to execute, deliver
and perform
under this Agreement and each other 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
each
Operative Document by each party thereto other than the Seller,
each
Operative Document 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
bankruptcy,
insolvency, reorganization, moratorium 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 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 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 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) The Mortgage Loans were originated by a mortgagee
approved by
the Secretary of Housing and Urban Development pursuant to
Sections 203
and 211 of the Act, a savings and loan association, a savings
bank, a
commercial bank, credit union, insurance company or other
similar
institution which is supervised and examined by a federal or
state
authority.
(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 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 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;
(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.
(c) The Seller further makes the representations and warranties
as
to the Mortgage Loans set forth in Exhibit B as of the Closing
Date or other
date set forth in Exhibit B, which representations and
warranties are subject to
the exceptions thereto set forth in Exhibit C; provided that the
Seller
expressly does not make any Multifamily Representation with
respect to any
Mortgage Loan that is not in the Multifamily Loan Group. As used
in Exhibit B,
the term "Multifamily Loan Group" shall mean a loan group
comprised of the
multifamily mortgages and mortgages on manufactured housing
parks identified as
Loan Group 2 on the Mortgage Loan Schedule. The term
"Multifamily
Representation" shall mean each of the representations and
warranties made by
the Seller with respect to any Mortgage Loan in the Multifamily
Loan Group in
clause (48) of Exhibit B.
(d) Pursuant to the Pooling and Servicing Agreement, if any
party
thereto discovers 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 discovers or receives notice of 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"), such
party is required
to give prompt written notice thereof to the Seller.
(e) If any such Document Defect or Breach with respect to
any
Mortgage Loan materially and adversely affects (or, in the case
of a breach of
any Multifamily Representation, is deemed to materially and
adversely affect)
the value of the Mortgage Loan or the related Mortgaged Property
or the
interests of the Certificateholders therein, then such Document
Defect shall
constitute a "Material Document Defect" or such Breach shall
constitute a
"Material Breach," as the case may be. Promptly upon becoming
aware of any such
Material Document Defect or Material Breach (including through a
written notice
given by any party hereto, as provided above), the Seller, not
later than 90
days from the earlier of the Seller's discovery or receipt of
notice of such
Material Document Defect or Material Breach, as the case may be
(or, in the case
of a Material Document Defect or Material Breach relating to a
Mortgage Loan not
being a "qualified mortgage" within the meaning of the REMIC
Provisions, not
later than 90 days of any party discovering such Material
Document Defect or
Material Breach provided the Seller receives notice thereof in a
timely manner),
cure the same in all material respects (which cure shall include
payment of any
Additional Trust Fund Expenses associated therewith) or, if such
Material
Document Defect or Material Breach, as the case may be, cannot
be cured within
such 90 day period, repurchase the affected Mortgage Loan or any
related REO
Property at the applicable Purchase Price by wire transfer of
immediately
available funds to the Collection Account (or, in the case of a
Non-Serviced
Mortgage Loan or an REO Property that relates to a Non-Serviced
Mortgage Loan,
to the related REO Account); provided, however, that if (i) such
Material
Document Defect or Material Breach is capable of being cured but
not within such
90 day period, (ii) such Material Document Defect or Material
Breach is not
related to any Mortgage Loan's not being a "qualified mortgage"
within the
meaning of the REMIC Provisions and (iii) the Seller has
commenced and is
diligently proceeding with the cure of such Material Document
Defect or Material
Breach within such 90 day period, then the Seller shall have an
additional 90
days to complete such cure or, in the event of a failure to so
cure, to complete
such repurchase (it being understood and agreed that, in
connection with the
Seller's receiving such additional 90 day period, the Seller
shall deliver an
Officer's Certificate to the Trustee setting forth the reasons
such Material
Document Defect or Material Breach is not capable of being cured
within the
initial 90 day period and what actions the Seller is pursuing in
connection with
the cure thereof and stating that the Seller anticipates that
such Material
Document Defect or Material Breach will be cured within such
additional 90 day
period); and provided, further, that, if any such Material
Document Defect is
still not cured after the initial 90 day period and any such
additional 90 day
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 and
repurchase obligations in respect of such Document Defect so
long as the Seller
certifies to the Trustee every 30 days thereafter that the
Document Defect is
still in effect solely because of its failure to have received
the recorded
document and that the Seller is diligently pursuing the cure of
such defect
(specifying the actions being taken), except that no such
deferral of cure or
repurchase may continue beyond the second anniversary of the
Closing Date. Any
such repurchase of a Mortgage Loan shall be on a 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 Breach or Material Document Defect with respect to a
Mortgage Loan, it
will notify the Purchaser. For purposes of this Section 6(e) and
other related
provisions of this Agreement, a breach of any Multifamily
Representation with
respect to a Mortgage Loan in the Multifamily Loan Group shall
be deemed to
materially and adversely affect the value of the Mortgage Loan
or the related
Mortgaged Property or the interests of the Certificateholders in
such Mortgage
Loan and shall constitute a Material Breach.
(f) In connection with any repurchase of a Mortgage Loan
pursuant to
this Section 6, the Pooling and Servicing Agreement shall
provide that, subject
to Section 3.26 of the Pooling and Servicing Agreement, the
Trustee, 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, all portions of the Mortgage File and other
documents
pertaining to such Mortgage Loan possessed by it, and each
document that
constitutes a part of the Mortgage File 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; provided that
such tender by
the Trustee 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 have been satisfied.
(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 Notes or Assignment
of Mortgage or
the examination of the Mortgage Files.
(h) Each party hereby agrees to promptly notify the other party
of
any breach of a representation or warranty contained in Section
6(c). The
Seller's obligation to cure any breach or repurchase or
substitute any affected
Mortgage Loan 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 this Section 6(c);
provided, however,
that no limitation of remedy is implied with respect to the
Seller's breach of
its obligation to cure, repurchase or substitute in accordance
with the terms
and conditions of this Agreement.
SECTION 7 Review of Mortgage File. The Purchaser shall require
the
Trustee or the Custodian 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
purchase price for the Mortgage Loans as contemplated by Section
1. 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 be true
and correct in
all material respects as of the Closing Date, and no event shall
have occurred
as of the Closing Date which would constitute a default under
this Agreement,
and the Purchaser shall have received a certificate to the
foregoing effect
signed by an authorized officer of the Seller substantially in
the form of
Exhibit D.
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 and
their respective
counsel in their reasonable discretion, shall be duly executed
and delivered by
all signatories as required pursuant to the terms thereof.
(b) 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 opinion of counsel of the Seller, subject to
customary
exceptions and carve-outs, in form substantially similar to the
opinions
set forth in Exhibit E, acceptable to the Underwriters and each
Rating
Agency; and
(iv) a letter from counsel of the Seller to the effect that
nothing
has come to such counsel's attention that would lead such
counsel to
believe that the Prospectus Supplement as of the date thereof or
as of the
Closing Date contains, 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.
(c) The Offered 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.
(d) The Seller shall have executed and delivered
concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents
and opinions to
evidence fulfillment of the conditions set forth in this
Agreement as the
Purchaser and its counsel may reasonably request.
SECTION 9 Closing. The closing for the purchase and sale of
the
Mortgage Loans shall take place at the office of Cadwalader,
Wickersham & Taft
LLP, New York, New York, at 10:00 a.m., on the Closing Date or
such other place
and time as the parties shall agree. The parties hereto agree
that time is of
the essence with respect to this Agreement.
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 Fund) 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 and its 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 Prospectus, the Offering Circular
(as defined in
the Indemnification Agreement) and any related 8-K Information
(as defined in
the Underwriting Agreement), 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 and
Prospectus and the reproducing and delivery of this Agreement
and the furnishing
to the Underwriters of such copies of the Registration
Statement, Prospectus and
this Agreement as the Underwriters may reasonably request;
(viii) the fees of
the rating agency or agencies requested to rate the
Certificates; and (ix) the
reasonable fees and expenses of Cadwalader, Wickersham &
Taft LLP, counsel to
the Purchaser and the Underwriters.
SECTION 11 Severability of Provisions. If any one or more of
the
covenants, agreements, provisions or terms of this Agreement
shall be for any
reason whatsoever held invalid, then such covenants, agreements,
provisions or
terms shall be deemed severable from the remaining covenants,
agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or
enforceability of the other provisions of this Agreement.
Furthermore, the
parties shall in good faith endeavor to replace any provision
held to be invalid
or unenforceable with a valid and enforceable provision which
most closely
resembles, and which has the same economic effect as, the
provision held to be
invalid or unenforceable.
SECTION 12 Governing Law. This Agreement shall be construed
in
accordance with the laws of the State of New York without regard
to conflicts of
law principles and the obligations, rights and remedies of the
parties hereunder
shall be determined in accordance with such laws.
SECTION 13 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 14.
SECTION 14 Assignment. The Seller hereby acknowledges that
the
Purchaser has, concurrently with the execution hereof, executed
and delivered
the Pooling and Servicing Agreement and that, in connection
therewith, it has
assigned its rights hereunder to the Trustee for the benefit of
the
Certificateholders. The Seller hereby acknowledges its
obligations pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing
Agreement. This
Agreement shall bind and inure to the benefit of and be
enforceable by the
Seller, the Purchaser and their permitted successors and
assigns. 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.
SECTION 15 Notices. All communications hereunder shall be in
writing
and effective only upon receipt and (i) if sent to the
Purchaser, will be
mailed, hand delivered, couriered or sent by facsimile
transmission to it at 85
Broad Street, New York, New York 10004, to the attention of
Emily Brooks
Garriott, fax number (212) 346-3594, with a copy to David
Stiepleman, fax number
(212) 428-3141, (ii) if sent to the Seller, will be mailed, hand
delivered,
couriered or sent by facsimile transmission and confirmed to it
at Goldman Sachs
Mortgage Company, 85 Broad Street, New York, New York 10004, to
the attention of
Emily Brooks Garriott, fax number (212) 346-3594, with a copy to
David
Stiepleman, Esq., fax number (212) 428-3141 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 16 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 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 17 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.
SECTION 18 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. The rights
and remedies
herein expressly provided are cumulative and not exclusive of
any rights or
remedies which any party would otherwise have pursuant to law or
equity. No
notice to or demand on any party in any case shall entitle such
party to any
other or further notice or demand in similar or other
circumstances, or
constitute a waiver of the right of either party to any other or
further action
in any circumstances without notice or demand.
SECTION 19 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 20 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 21 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.
* * * * * *
<PAGE>
IN WITNESS WHEREOF, the Purchaser and the Seller have caused
their
names to be signed hereto by their respective officers thereunto
duly authorized
as of the day and year first above written.
GS MORTGAGE SECURITIES CORPORATION II
By: /s/ Leo Huang
-----------------------------------------
Name: Leo Huang
Title: CFO
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate Funding Corp.,
its General Partner
By: /s/ Leo Huang
-----------------------------------------
Name: Leo Huang
Title: Vice President
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
2007-GG10 Goldman Mortgage Loan Schedule
<TABLE>
<CAPTION>
Control Loan Loan
Number Footnotes Number Group Property Name
-------- --------- ------------- -------
-------------------------------------
<S> <C> <C> <C> <C>
1 00-1001221 Group 1 Shorenstein Portland Portfolio
1.01 00-1001221-1 Group 1 Lincoln Center
1.02 00-1001221-2 Group 1 Kruse Woods
1.03 00-1001221-3 Group 1 Nimbus Corporate Center
1.04 00-1001221-4 Group 1 Congress Center
1.05 00-1001221-5 Group 1 Kruse Woods V
1.06 00-1001221-6 Group 1 Umpqua Bank Plaza
1.07 00-1001221-7 Group 1 5800 & 6000 Meadows
1.08 00-1001221-8 Group 1 River Forum 1 & 2
1.09 00-1001221-9 Group 1 4900 & 5000 Meadows Road
1.10 00-1001221-10 Group 1 4949 Meadows Road
1.11 00-1001221-11 Group 1 4000 Kruse Way Place
1.12 00-1001221-12 Group 1 Kruse Oaks II
1.13 00-1001221-13 Group 1 Kruse Oaks I
1.14 00-1001221-14 Group 1 Kruse Way Plaza I & II
1.15 00-1001221-15 Group 1 4800 Meadows Road
1.16 00-1001221-16 Group 1 4004 Kruse Way Place
6 3 00-1001220 Group 1 Two Herald Square
15 8 09-0001224 Group 2 Lynnewood Gardens
17 00-1001223 Group 1 CARS Chauncey Ranch
21 09-0002579 Group 1 State House Square
27 09-0002554 Group 1 Penn Center East
32 09-0002629 Group 1 Rosemont Commons
38 09-0002623 Group 1 One Financial Plaza
40 09-0002661 Group 1 200 Meeting Street
47 09-0002614 Group 1 Magnolia Hotel Denver
48 09-0002595 Group 1 Ballantyne Resort
49 4 09-0002608 Group 1 Bingham Office Center
57 7, 17 09-0002594 Group 1 Park Building
58 09-0002626 Group 1 Montvale Center
61 09-0002556 Group 1 Skypark Plaza Shopping Center
64 09-0002537 Group 1 Shoppes at Centre Pointe
69 09-0002591 Group 1 Marketplace at the Lakes
72 18 09-0002642 Group 1 Lehigh Valley Buildings
74 09-0002625 Group 2 Avalon Peaks
75 09-0002612 Group 2 Harbor Club Apartments
78 09-0002265 Group 1 Pasadena Medical
79 09-0002552 Group 1 Horizon Town Center
81 09-0002618 Group 1 Plaza Rancho Del Oro Shopping Center
82 09-0002589 Group 1 Energy Park Place & Energy Park
Drive
84 09-0002575 Group 1 Embassy Suites Hotel
89 09-0002550 Group 1 Garden View Medical Plaza
90 19 09-0002581 Group 1 Southern Highlands Corporate Center
91 09-0002592 Group 2 Keystone Apartments
92 09-0002647 Group 1 Mira Loma Shopping Center
93 09-0002560 Group 1 Marketplace at South River Colony
94 09-0002613 Group 2 Rocca Apartments
95 09-0002636 Group 1 Drug Store Portfolio
95.01 09-0002636-1 Group 1 Fayette Town Center
95.02 09-0002636-2 Group 1 Eckerd's
95.03 09-0002636-3 Group 1 Walgreens
95.04 09-0002636-4 Group 1 CVS
96 09-0002628 Group 1 Arrowhead Creekside
97 09-0002576 Group 1 Boulevard Center II
98 09-0002500 Group 1 Bethel Station
99 09-0002633 Group 1 Medlock Corners
100 09-0002584 Group 1 Westside Plaza
102 7 09-0002564 Group 1 Foothill Village Oaks
107 09-0002434 Group 1 Manchester Stadium 16
109 09-0002639 Group 1 ANC Corporate Center II
110 09-0002606 Group 1 Vista Palomar Park
111 09-0002538 Group 1 Bergen Village
112 09-0002632 Group 1 Ashley Furniture and Gordmans
116 4 09-0002648 Group 1 Homewood Suites
117 09-0002539 Group 1 Plantation Plaza Shopping Center
120 09-0002582 Group 2 Summerhill Place Apartments
121 09-0002657 Group 1 Parkway Center
125 09-0002610 Group 1 15th & Spruce
126 09-0002586 Group 1 530 New Waverly Place
127 09-0002602 Group 1 Liberty Park
129 09-0002559 Group 1 Corporate Lakes I
130 09-0002570 Group 1 Highlands Ranch Marketplace
131 09-0002619 Group 1 Quail Plaza
132 09-0002578 Group 1 Canyon Creek Plaza
133 09-0002540 Group 1 Siskey Building
134 09-0002481 Group 1 Gold's Gym
135 09-0002547 Group 1 Barker Cypress Market Place
136 7 09-0002493 Group 1 Zane Business Center
140 09-0002419 Group 1 Norman Silbert MAB
142 09-0002557 Group 1 1210 Broadway
145 09-0002511 Group 1 Val Vista Gateway Center
146 09-0002580 Group 1 Braddock Hills Shopping Center
147 20 09-2001024 Group 1 Joppatowne Plaza
148 09-0002553 Group 1 3003 East Third Avenue
149 09-0002563 Group 1 361 Centennial Parkway
150 15 09-0002525 Group 1 KLC Shopping Center
151 15 09-0002526 Group 1 Normandy Center
152 4 09-0002643 Group 1 Festival Foods
153 09-0002546 Group 1 633 Germantown Pike
154 4 09-0002508 Group 1 JMS Portfolio
154.01 09-0002508-1 Group 1 Medical Arts
154.02 09-0002508-2 Group 1 Isaac Building
154.03 09-0002508-3 Group 1 Weatherfield Building
157 09-0002551 Group 1 2929 Oaks at Turtle Creek
158 09-0002585 Group 1 Centre Drive MAB
160 09-0002634 Group 1 Stevens Office Building
161 09-0002604 Group 1 Chandler Medical
162 09-0002599 Group 1 Woodlands Crossing
164 09-0002534 Group 1 1350 Carlback Avenue
165 09-0002568 Group 1 53 Church Hill Road
167 5 09-0002558 Group 2 Laurel Theater Apartments
168 09-0002577 Group 1 Foundry
171 4 09-0002574 Group 1 Berkshire Office Building
172 09-0002605 Group 1 1000 Boulders Parkway
173 09-0002607 Group 1 Snowden Square Shopping Center
176 09-0002513 Group 1 Heritage Trace Center
178 09-0002405 Group 1 Tracy Marketplace Plaza V
180 7 09-0002571 Group 1 Three Rivers Office
181 09-0002635 Group 1 North Star Square
183 09-0002583 Group 1 Birch Street Office Building
184 09-0002645 Group 1 Gold Creek Marketplace
185 09-0002587 Group 1 Horseshoe Center
186 09-0002565 Group 1 Starbucks & FedEx Center
187 09-0002615 Group 1 Belfair Towne Center
191 09-0002555 Group 1 Foley Retail Center
196 09-0002473 Group 1 Rite Aid - Summit
197 09-0002611 Group 1 1601 Pearl Street
198 09-0002569 Group 1 Desert Glen Center
200 09-0002460 Group 1 Florida City Shops
<CAPTION>
Control
Number Address City
--------
---------------------------------------------------------------------
----------------
<S> <C> <C>
1
1.01 10200-10500 Southwest Greenburg Road Portland
1.02 5285, 5335, 5665 and 5005 Southwest Meadows Road Lake
Oswego
1.03 9740 Southwest Nimbus Drive Beaverton
1.04 1001 Southwest Fifth Avenue Portland
1.05 5885 Meadows Road Lake Oswego
1.06 One Southwest Columbia Street Portland
1.07 5800 & 6000 Southwest Meadows Road Lake Oswego
1.08 4380-4386 Southwest Macadam Avenue Portland
1.09 4900 & 5000 Meadows Road Lake Oswego
1.10 4949 Meadows Road Lake Oswego
1.11 4000 Southwest Kruse Way Place Lake Oswego
1.12 5300 Southwest Meadows Road Lake Oswego
1.13 5300 Southwest Meadows Road Lake Oswego
1.14 4500 and 4550 Southwest Kruse Way Lake Oswego
1.15 4800 Meadows Road Lake Oswego
1.16 4004 Kruse Way Place Lake Oswego
6 1328 Broadway New York
15 2047 Mathers Way Elkins Park
17 18000-18118 North Scottsdale Road and 7100 Chauncey Drive
Phoenix
21 10-90 State House Square Hartford
27 100-700 Penn Center Boulevard Pittsburgh
32 3750-I West Market Street Fairlawn
38 One Financial Plaza Providence
40 200 Meeting Street Charleston
47 818 17th Street Denver
48 10000 Ballantyne Commons Parkway Charlotte
49 30600-30800 Telegraph Road Bingham Farms
57 101 North Cherry Street Winston-Salem
58 18310 Montgomery Village Avenue Gaithersburg
61 2481, 2483 and 2485 Notre Dame Boulevard Chico
64 4950 Centre Pointe Boulevard North Charleston
69 940-970 Lakes Drive West Covina
72 861, 871, 881, & 894 Marcon Boulevard and 2200 and 2202
Irving Street Allentown
74 2000 Kiftsgate Lane Apex
75 26 Cheswold Boulevard Newark
78 630 South Raymond Avenue Pasadena
79 1201, 1211-1331, & 1411 South Boulder Highway
Henderson
81 4120-4196 Oceanside Boulevard Oceanside
82 1400-1410 Energy Park Drive and 1350-1380 Energy Lane St.
Paul
84 110 Calle del Norte Laredo
89 1200 Garden View Road Encinitas
90 11411 Southern Highlands Parkway Las Vegas
91 1369 Hyde Street San Francisco
92 3304-3380 South McCarran Boulevard Reno
93 3213 - 3295 Solomons Island Road Edgewater
94 3280 Northside Parkway Atlanta
95
95.01 111 West Reynolds Road Lexington
95.02 1616 Black River Boulevard North Rome
95.03 1001 Southwest Topeka Boulevard Topeka
95.04 237 East Pipeline Road Bedford
96 7200 West Bell Road Glendale
97 1545-1595 South Colorado Boulevard Denver
98 22219-22311 Mountain Highway East Spanaway
99 5805 State Bridge Road Duluth
100 2305-2349 Augusta Road West Columbia
102 5110, 5140, 5170 and 5180 Foothills Boulevard Roseville
107 2055 East Shields Avenue Fresno
109 701 North Green Valley Parkway Henderson
110 3211 - 3281 Business Park Drive Vista
111 1240-1262 Bergen Parkway Evergreen
112 4731 and 4741 West Lawrence Street Grand Chute
116 1495 Equity Drive Troy
117 2750 Race Track Road Jacksonville
120 6801 West Ocotillo Road Glendale
121 537, 541 & 549 West Highlands Ranch Parkway Highlands
Ranch
125 1434 Spruce Street Boulder
126 530 New Waverly Place Cary
127 371 Northeast Gilman Boulevard Issaquah
129 2525 Cabot Drive Lisle
130 9401-9473 South University Boulevard Highlands Ranch
131 2611 & 2621 Coors Boulevard Northwest Albuquerque
132 200 West Campbell Road Richardson
133 4521 Sharon Road Charlotte
134 9282 Allen Road West Chester
135 17817 FM 529 and 6960 Barker Cypress Road Houston
136 6500 & 6510 Zane Avenue North Brooklyn Park
140 222 High Street Newton
142 1210-1224 Broadway Chula Vista
145 1959 South Val Vista Drive Mesa
146 254 Yost Boulevard Pittsburgh
147 1000 Joppa Farm Road Joppatowne
148 3003 East Third Avenue Denver
149 361 Centennial Parkway Louisville
150 8700 SW 137th Avenue Miami
151 957, 969 and 1111 Normandy Drive Miami Beach
152 3007 Mall Drive Eau Claire
153 633 Germantown Pike Plymouth Meeting
154
154.01 4041 West Sylvania Avenue Toledo
154.02 1645 Indian Wood Circle Maumee
154.03 6535-6541 Weatherfield Court Maumee
157 2929 Carlisle Street Dallas
158 18 Centre Drive Monroe Township
160 5100 Eastpark Boulevard Madison
161 655 South Dobson Road Chandler
162 2625 South Woodlands Village Boulevard Flagstaff
164 1350 Carlback Avenue Walnut Creek
165 53 Church Hill Road Newtown
167 1500 Laurel Street and 1275 White Oak Way San Carlos
168 432 North Franklin Street Syracuse
171 501 Washington Street Reading
172 1000 Boulders Parkway Richmond
173 9021 Snowden Square Drive Columbia
176 4200, 4224, 4232 and 4240 Heritage Trace Parkway Keller
178 3208-3218 West Grant Line Road Tracy
180 2 Copeland Avenue La Crosse
181 8507 North McCullough Avenue San Antonio
183 20341 Birch Street Newport Beach
184 210 & 240 South Elizabeth Street Elizabeth
185 727 Louisville Road Alcoa
186 187 North Pioneer Road Fond du Lac
187 27 Towne Drive Bluffton
191 151-171 and 201-225 West 9th Avenue Foley
196 4861 North Summit Street Toledo
197 1601 Pearl Street Boulder
198 5350 West Bell Road Glendale
200 33521 South Dixie Highway Florida City
<CAPTION>
Monthly Gross Remaining
Control Cut-Off Date Debt Interest Term To
Number State Zip Code Balance ($) Service ($) Rate (%) Maturity
(Mos.) Maturity Date
-------- -------------- -------- ------------ -------------
-------- --------------- -------------
<S> <C> <C> <C> <C> <C>
<C> <C>
1 697,200,000 3,284,199.33 5.56000% 117 4/6/2017
1.01 Oregon 97223
1.02 Oregon 97035
1.03 Oregon 97008
1.04 Oregon 97204
1.05 Oregon 97035
1.06 Oregon 97258
1.07 Oregon 97035
1.08 Oregon 97239
1.09 Oregon 97035
1.10 Oregon 97035
1.11 Oregon 97035
1.12 Oregon 97035
1.13 Oregon 97035
1.14 Oregon 97035
1.15 Oregon 97035
1.16 Oregon 97035
6 New York 10001 191,250,000 868,163.44 5.35800% 117
4/6/2017
15 Pennsylvania 19027 129,500,000 665,752.31 6.06800% 119
6/6/2017
17 Arizona 85054 120,000,000 616,710.00 6.06600% 58 5/6/2012
21 Connecticut 06103 87,550,000 459,509.82 6.19500% 115
2/6/2017
27 Pennsylvania 15235 61,500,000 306,789.33 5.88800% 57
4/6/2012
32 Ohio 44333 55,500,000 266,561.10 5.66900% 119 6/6/2017
38 Rhode Island 02903 51,750,000 259,116.56 5.91000% 119
6/6/2017
40 South Carolina 29401 46,000,000 223,310.83 5.73000% 119
6/6/2017
47 Colorado 80202 35,800,000 209,146.57 5.76000% 118
5/6/2017
48 North Carolina 28277 35,500,000 169,931.60 5.65000% 119
6/6/2017
49 Michigan 48025 35,000,000 207,821.79 5.91000% 118
5/1/2017
57 North Carolina 27101 26,000,000 149,588.58 5.62000% 118
5/6/2017
58 Maryland 20879 25,000,000 125,600.69 5.93000% 59 6/6/2012
61 California 95928 23,250,000 110,505.31 5.61000% 117
4/6/2017
64 South Carolina 29418 23,000,000 134,514.12 5.77000% 117
4/6/2017
69 California 91790 20,800,000 96,041.11 5.45000% 118
5/6/2017
72 Pennsylvania 18109 18,800,000 96,522.33 6.06000% 83
6/6/2014
74 North Carolina 27539 18,350,000 89,392.53 5.75000% 119
6/6/2017
75 Delaware 19713 18,000,000 81,282.50 5.33000% 119 6/6/2017
78 California 91105 17,840,000 91,593.53 6.06000% 81
4/6/2014
79 Nevada 89015 17,600,000 86,335.33 5.79000% 117 4/6/2017
81 California 92056 16,600,000 78,335.86 5.57000% 119
6/6/2017
82 Minnesota 55108 16,250,000 79,713.02 5.79000% 118
5/1/2017
84 Texas 78041 16,000,000 93,676.82 5.78000% 118 5/6/2017
89 California 92024 15,225,165 90,793.70 5.95000% 115
2/6/2017
90 Nevada 89141 15,000,000 70,658.33 5.56000% 118 5/1/2017
91 California 94109 15,000,000 69,895.83 5.50000% 118
5/6/2017
92 Nevada 89502 14,880,000 69,462.73 5.51000% 118 5/6/2017
93 Maryland 21037 14,500,000 69,040.14 5.62000% 117 4/6/2017
94 Georgia 30327 14,500,000 66,214.65 5.39000% 59 6/1/2012
95 14,500,000 72,602.71 5.91000% 119 6/6/2017
95.01 Kentucky 40503
95.02 New York 13440
95.03 Kansas 66612
95.04 Texas 76022
96 Arizona 85308 14,500,000 68,917.29 5.61000% 119 6/6/2017
97 Colorado 80222 14,250,000 67,004.69 5.55000% 118 5/1/2017
98 Washington 98387 14,000,000 67,133.89 5.66000% 130
5/6/2018
99 Georgia 30097 14,000,000 66,185.00 5.58000% 119 6/6/2017
100 South Carolina 29169 13,200,000 77,451.40 5.80000% 116
3/6/2017
102 California 95747 12,600,000 71,937.18 5.55000% 117
4/6/2017
107 California 93726 11,815,937 76,954.86 6.07000% 117
4/6/2017
109 Nevada 89074 11,100,000 52,099.08 5.54000% 119 6/1/2017
110 California 92081 11,100,000 64,003.02 5.64000% 118
5/6/2017
111 Colorado 80439 11,000,000 64,683.00 5.82000% 116
3/6/2017
112 Wisconsin 54914 10,760,000 52,235.32 5.73000% 119
6/1/2017
116 Michigan 48084 10,500,000 50,795.21 5.71000% 118
5/6/2017
117 Florida 32259 10,500,000 47,592.71 5.35000% 116 3/6/2017
120 Arizona 85303 10,000,000 47,105.56 5.56000% 81 4/6/2014
121 Colorado 80129 9,300,000 44,438.50 5.64000% 118 5/6/2017
125 Colorado 80302 8,600,000 50,187.27 5.75000% 119 6/6/2017
126 North Carolina 27518 8,600,000 43,643.81 5.99000% 82
5/6/2014
127 Washington 98027 8,600,000 40,365.06 5.54000% 118
5/6/2017
129 Illinois 60532 8,500,000 40,183.75 5.58000% 117 4/6/2017
130 Colorado 80126 8,350,000 38,908.68 5.50000% 118 5/6/2017
131 New Mexico 87120 8,160,000 38,922.07 5.63000% 119
6/6/2017
132 Texas 75080 8,100,000 46,092.60 5.52000% 117 4/6/2017
133 North Carolina 28211 7,900,000 36,075.57 5.39000% 116
3/6/2017
134 Ohio 45069 7,854,591 49,556.29 5.72000% 116 3/6/2017
135 Texas 77095 7,760,000 36,816.89 5.60000% 116 3/6/2017
136 Minnesota 55429 7,700,000 45,179.98 5.80000% 118
5/6/2017
140 New Jersey 07860 7,200,000 40,790.51 5.48000% 117
4/6/2017
142 California 91911 7,150,000 34,770.85 5.74000% 117
4/6/2017
145 Arizona 85204 7,000,000 40,716.80 5.72000% 115 2/6/2017
146 Pennsylvania 15221 7,000,000 32,973.89 5.56000% 117
4/6/2017
147 Maryland 21085 6,987,541 42,510.10 6.12000% 118 5/6/2017
148 Colorado 80206 6,850,000 39,714.03 5.69000% 116 3/6/2017
149 Colorado 80027 6,850,000 40,323.54 5.83000% 117 4/6/2017
150 Florida 33183 4,100,000 19,730.11 5.68000% 57 4/6/2012
151 Florida 33141 2,625,000 12,520.89 5.63000% 57 4/6/2012
152 Wisconsin 54701 6,712,000 38,570.29 5.60900% 119
6/1/2017
153 Pennsylvania 19462 6,600,000 37,722.91 5.56000% 116
3/6/2017
154 6,440,000 37,623.01 5.76000% 116 3/6/2017
154.01 Ohio 43623
154.02 Ohio 43537
154.03 Ohio 43537
157 Texas 75204 6,100,000 30,336.49 5.87000% 116 3/6/2017
158 New Jersey 08831 6,000,000 34,406.91 5.59000% 118
5/6/2017
160 Wisconsin 53718 5,900,000 33,945.10 5.62000% 119
6/1/2017
161 Arizona 85224 5,865,600 33,929.07 5.67000% 119 6/6/2017
162 Arizona 86001 5,850,000 27,259.38 5.50000% 119 6/6/2017
164 California 94596 5,500,000 31,991.77 5.72000% 116
3/6/2017
165 Connecticut 06470 5,500,000 31,678.47 5.63000% 118
5/1/2017
167 California 94070 5,350,000 31,017.53 5.69000% 116
3/1/2017
168 New York 13204 5,346,305 30,893.66 5.65000% 119 6/1/2017
171 Pennsylvania 19601 4,800,000 27,646.67 5.63000% 117
4/6/2017
172 Virginia 23225 4,800,000 27,828.81 5.69000% 119 6/6/2017
173 Maryland 21046 4,700,000 27,189.53 5.670
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