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GS MORTGAGE SECURITIES CORPORATION II, PURCHASER, GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT

Mortgage Loan Purchase Agreement

GS MORTGAGE SECURITIES CORPORATION II, PURCHASER, GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT | Document Parties: Goldman Sachs Mortgage Company | Goldman Sachs Real Estate Funding Corp | GS MORTGAGE SECURITIES CORPORATION | Wells Fargo Bank, NA You are currently viewing:
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Title: GS MORTGAGE SECURITIES CORPORATION II, PURCHASER, GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT
Governing Law: New York     Date: 7/24/2007
Law Firm: Cadwalader Wickersham    

GS MORTGAGE SECURITIES CORPORATION II, PURCHASER, GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT, Parties: goldman sachs mortgage company , goldman sachs real estate funding corp , gs mortgage securities corporation , wells fargo bank  na
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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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