EXHIBIT 10.1
                                                                    ------------


================================================================================




                     GS MORTGAGE SECURITIES CORPORATION II,

                                   PURCHASER,

                         GOLDMAN SACHS MORTGAGE COMPANY,

                                     SELLER

                        MORTGAGE LOAN PURCHASE AGREEMENT

                            Dated as of July 1, 2007


                                Series 2007-GG10




================================================================================

<PAGE>

            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    5.67000%               119   6/6/2017
176        Texas               76248      4,422,451       25,685.43    5.67000%               116   3/6/2017
178        California          95304      4,250,000       24,398.36    5.60000%               117   4/1/2017
180        Wisconsin           54603      4,100,000       24,187.58    5.85000%               118   5/1/2017
181        Texas               78216      4,040,000       23,679.10    5.79000%               118   5/6/2017
183        California          92660      3,900,000       18,569.42    5.62000%               118   5/6/2017
184        Colorado            80107      3,837,000       18,757.07    5.77000%               119   6/1/2017
185        Tennessee           37701      3,800,000       18,447.42    5.73000%               119   6/6/2017
186        Wisconsin           54935      3,655,000       17,340.94    5.60000%               117   4/6/2017
187        South Carolina      29910      3,600,000       21,077.28    5.78000%               117   4/6/2017
191        Alabama             36535      3,450,000       19,653.70    5.53000%               117   4/6/2017
196        Ohio                43611      2,913,763       17,162.53    5.80000%               116   3/6/2017
197        Colorado            80302      2,800,000       16,340.04    5.75000%               119   6/6/2017
198        Arizona             85308      2,680,000       12,488.06    5.50000%               118   5/6/2017
200        Florida             33034      1,900,000        9,416.88    5.85000%               116   3/6/2017

<CAPTION>
           Remaining           Interest
Control    Amortization Term   Accrual      Subservicing   Servicing       Administrative    Ground      Mortgage
Number     (Mos.)              Method       Fee Rate (%)   Fee Rate (%)    Fee Rate (%)      Lease Y/N   Loan Seller
--------   -----------------   ----------   ------------   ------------    --------------    ---------   -----------
<S>        <C>                 <C>          <C>            <C>             <C>               <C>         <C>
1                          0   Actual/360                       0.02000%          0.02025%   No          GSMC
1.01                                                                                         No
1.02                                                                                         Yes
1.03                                                                                         No
1.04                                                                                         Yes
1.05                                                                                         No
1.06                                                                                         No
1.07                                                                                         No
1.08                                                                                         No
1.09                                                                                         Yes
1.10                                                                                         Yes
1.11                                                                                         No
1.12                                                                                         No
1.13                                                                                         Yes
1.14                                                                                         No
1.15                                                                                         Yes
1.16                                                                                         No
6                          0   Actual/360                       0.02000%          0.02025%   No          GSMC
15                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
17                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
21                         0   Actual/360        0.01000%       0.01000%          0.02025%   Yes         GSMC
27                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
32                         0   Actual/360        0.05000%       0.02000%          0.07025%   No          GSMC
38                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
40                         0   Actual/360        0.02000%       0.02000%          0.04025%   No          GSMC
47                       360   Actual/360                       0.02000%          0.02025%   No          GSMC
48                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
49                       360   Actual/360        0.04000%       0.02000%          0.06025%   No          GSMC
57                       360   Actual/360                       0.02000%          0.02025%   No          GSMC
58                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
61                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
64                       360   Actual/360                       0.02000%          0.02025%   No          GSMC
69                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
72                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
74                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
75                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
78                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
79                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
81                         0   Actual/360        0.02000%       0.02000%          0.04025%   Yes         GSMC
82                         0   Actual/360        0.04000%       0.02000%          0.06025%   No          GSMC
84                       360   Actual/360                       0.02000%          0.02025%   No          GSMC
89                       360   Actual/360        0.05000%       0.02000%          0.07025%   No          GSMC
90                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
91                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
92                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
93                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
94                         0   Actual/360        0.01000%       0.02000%          0.03025%   No          GSMC
95                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
95.01                                                                                        No
95.02                                                                                        No
95.03                                                                                        No
95.04                                                                                        No
96                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
97                         0   Actual/360        0.03000%       0.02000%          0.05025%   No          GSMC
98                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
99                         0   Actual/360                       0.02000%          0.02025%   No          GSMC
100                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
102                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
107                      297   Actual/360                       0.02000%          0.02025%   Yes         GSMC
109                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
110                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
111                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
112                        0   Actual/360        0.04000%       0.02000%          0.06025%   No          GSMC
116                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
117                        0   Actual/360        0.02000%       0.02000%          0.04025%   No          GSMC
120                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
121                        0   Actual/360        0.05000%       0.02000%          0.07025%   No          GSMC
125                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
126                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
127                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
129                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
130                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
131                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
132                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
133                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
134                      296   Actual/360                       0.02000%          0.02025%   No          GSMC
135                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
136                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
140                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
142                        0   Actual/360        0.05000%       0.02000%          0.07025%   No          GSMC
145                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
146                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
147                      358   Actual/360                       0.02000%          0.02025%   No          GSMC
148                      360   Actual/360        0.05000%       0.02000%          0.07025%   Yes         GSMC
149                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
150                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
151                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
152                      360   Actual/360        0.04000%       0.02000%          0.06025%   No          GSMC
153                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
154                      360   Actual/360        0.05000%       0.02000%          0.07025%   No          GSMC
154.01                                                                                       No
154.02                                                                                       No
154.03                                                                                       No
157                        0   Actual/360        0.05000%       0.02000%          0.07025%   No          GSMC
158                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
160                      360   Actual/360        0.04000%       0.02000%          0.06025%   No          GSMC
161                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
162                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
164                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
165                      360   Actual/360        0.04000%       0.02000%          0.06025%   No          GSMC
167                      360   Actual/360        0.04000%       0.02000%          0.06025%   No          GSMC
168                      359   Actual/360        0.04000%       0.02000%          0.06025%   No          GSMC
171                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
172                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
173                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
176                      356   Actual/360                       0.02000%          0.02025%   No          GSMC
178                      360   Actual/360        0.02000%       0.02000%          0.04025%   No          GSMC
180                      360   Actual/360        0.04000%       0.02000%          0.06025%   No          GSMC
181                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
183                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
184                        0   Actual/360        0.07000%       0.02000%          0.09025%   No          GSMC
185                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
186                        0   Actual/360        0.05000%       0.02000%          0.07025%   No          GSMC
187                      360   Actual/360        0.05000%       0.02000%          0.07025%   No          GSMC
191                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
196                      356   Actual/360                       0.02000%          0.02025%   No          GSMC
197                      360   Actual/360                       0.02000%          0.02025%   No          GSMC
198                        0   Actual/360                       0.02000%          0.02025%   No          GSMC
200                        0   Actual/360                       0.02000%          0.02025%   No          GSMC

<CAPTION>
                                                                                 Crossed With
Control                                                                          Other Loans
Number     Prepayment Provision (1)                                              (Crossed Group)
--------   -------------------------------------------------------------------   ---------------
<S>        <C>                                                                   <C>
1          Lockout/27_Defeasance/89_0%/4
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
6          Lockout/26_Defeasance/89_0%/4
15         Lockout/25_Defeasance/90_0%/5
17         Lockout/26_Defeasance/30_0%/4
21         Lockout/28_Defeasance/86_0%/5
27         Lockout/27_Defeasance/26_0%/7
32         Lockout/25_Defeasance/88_0%/7
38         Lockout/25_Defeasance/91_0%/4
40         Lockout/25_Defeasance/91_0%/4
47         Lockout/26_Defeasance/90_0%/4
48         Lockout/25_Defeasance or Greater of Yield Maintenance or 1%/88_0%/7
49         Lockout/26_Defeasance/90_0%/4
57         Lockout/26_Defeasance/90_0%/4
58         Lockout/11_>Yield Maintenance or 1%/24_0%/25
61         Lockout/27_Defeasance/89_0%/4
64         Lockout/27_Defeasance/89_0%/4
69         Lockout/26_Defeasance/90_0%/4
72         Lockout/25_Defeasance/55_0%/4
74         Lockout/25_Defeasance/91_0%/4
75         Lockout/25_Defeasance/91_0%/4
78         Lockout/27_Defeasance/53_0%/4
79         Lockout/27_Defeasance/89_0%/4
81         Lockout/25_Defeasance/91_0%/4
82         Lockout/26_Defeasance/90_0%/4
84         Lockout/26_Defeasance/90_0%/4
89         Lockout/29_Defeasance/87_0%/4
90         Lockout/26_Defeasance/90_0%/4
91         Lockout/26_Defeasance/90_0%/4
92         Lockout/26_Defeasance/90_0%/4
93         Lockout/27_Defeasance/89_0%/4
94         Lockout/25_Defeasance/31_0%/4
95         Lockout/25_Defeasance/91_0%/4
95.01
95.02
95.03
95.04
96         Lockout/25_Defeasance/91_0%/4
97         Lockout/26_>Yield Maintenance or 1%/90_0%/4
98         Lockout/26_Defeasance/102_0%/4
99         Lockout/25_Defeasance/91_0%/4
100        Lockout/28_Defeasance/88_0%/4
102        Lockout/27_Defeasance/89_0%/4
107        Lockout/27_Defeasance/89_0%/4
109        Lockout/25_Defeasance/91_0%/4
110        Lockout/23_>Yield Maintenance or 1%/93_0%/4
111        Lockout/23_>Yield Maintenance or 1%/93_0%/4
112        Lockout/25_Defeasance/91_0%/4
116        Lockout/26_Defeasance/90_0%/4
117        Lockout/28_Defeasance or Greater of Yield Maintenance or 1%/88_0%/4
120        Lockout/27_Defeasance/53_0%/4
121        Lockout/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4
125        Lockout/25_Defeasance/91_0%/4
126        Lockout/26_Defeasance/54_0%/4
127        Lockout/26_Defeasance/90_0%/4
129        Lockout/27_Defeasance/89_0%/4
130        Lockout/26_Defeasance/90_0%/4
131        Lockout/25_Defeasance/91_0%/4
132        Lockout/27_Defeasance/89_0%/4
133        Lockout/28_Defeasance/88_0%/4
134        Lockout/28_Defeasance/88_0%/4
135        Lockout/28_Defeasance/88_0%/4
136        Lockout/26_Defeasance/90_0%/4
140        Lockout/27_Defeasance/89_0%/4
142        Lockout/27_Defeasance/89_0%/4
145        Lockout/27_Defeasance/87_0%/4
146        Lockout/27_Defeasance/89_0%/4
147        Lockout/26_Defeasance/87_0%/7
148        Lockout/28_Defeasance/88_0%/4
149        Lockout/27_Defeasance or Greater of Yield Maintenance or 1%/89_0%/4
150        Lockout/27_Defeasance/29_0%/4                                         Group C
151        Lockout/27_Defeasance/29_0%/4                                         Group C
152        Lockout/25_Defeasance/91_0%/4
153        Lockout/28_Defeasance/88_0%/4
154        Lockout/28_Defeasance/88_0%/4
154.01
154.02
154.03
157        Lockout/28_Defeasance or Greater of Yield Maintenance or 1%/88_0%/4
158        Lockout/26_Defeasance/90_0%/4
160        Lockout/25_Defeasance/91_0%/4
161        Lockout/25_Defeasance/91_0%/4
162        Lockout/25_Defeasance/91_0%/4
164        Lockout/28_Defeasance/88_0%/4
165        Lockout/26_Defeasance/90_0%/4
167        Lockout/28_Defeasance/88_0%/4
168        Lockout/25_Defeasance/91_0%/4
171        Lockout/27_Defeasance/89_0%/4
172        Lockout/25_Defeasance/91_0%/4
173        Lockout/25_Defeasance/91_0%/4
176        Lockout/28_Defeasance/88_0%/4
178        Lockout/27_Defeasance/89_0%/4
180        Lockout/26_Defeasance/90_0%/4
181        Lockout/26_Defeasance/90_0%/4
183        Lockout/26_Defeasance/90_0%/4
184        Lockout/25_>Yield Maintenance or 1%/91_0%/4
185        Lockout/25_Defeasance/91_0%/4
186        Lockout/27_Defeasance or Greater of Yield Maintenance or 1%/89_0%/4
187        Lockout/27_Defeasance or Greater of Yield Maintenance or 1%/89_0%/4
191        Lockout/27_Defeasance/89_0%/4
196        Lockout/28_Defeasance/88_0%/4
197        Lockout/25_Defeasance/91_0%/4
198        Lockout/26_Defeasance/90_0%/4
200        Lockout/28_Defeasance/88_0%/4

<CAPTION>
                                              Companion Loan                    Remaining         Remaining
Control    Companion Loan   Companion Loan    Monthly          Companion Loan   Term To           Amortization Term
Number     Flag             Cut-off Balance   Payment          Interest Rate    Maturity (Mos.)   (Mos.)
--------   --------------   ---------------   --------------   --------------   ---------------   -----------------
<S>        <C>              <C>               <C>              <C>              <C>               <C>
1
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
6
15
17
21
27
32
38
40
47
48
49
57
58
61
64
69
72
74
75
78
79
81
82
84
89
90
91
92
93
94
95
95.01
95.02
95.03
95.04
96
97
98
99
100
102
107
109
110
111
112
116
117
120
121
125
126
127
129
130
131
132
133
134
135
136
140
142
145
146
147
148
149
150
151
152
153
154
154.01
154.02
154.03
157
158
160
161
162
164
165
167
168
171
172
173
176
178
180
181
183
184
185
186
187
191
196
197
198
200

<CAPTION>
                                                                                                  Subordinate
           Companion Loan   Subordinate      Subordinate       Subordinate       Subordinate      Companion Loan
Control    Servicing        Companion Loan   Companion Loan    Companion Loan    Companion Loan   Remaining Term To
Number     Fees             Flag             Cut-off Balance   Monthly Payment   Interest Rate    Maturity (Mos.)
--------   --------------   --------------   ---------------   ---------------   --------------   -----------------
<S>        <C>              <C>              <C>               <C>               <C>              <C>
1
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
6
15
17
21
27
32
38
40
47
48
49                          Yes                10,000,000.00         59,377.65          5.91000%                118
57
58
61
64
69
72
74
75
78
79
81
82
84
89
90
91
92
93
94
95
95.01
95.02
95.03
95.04
96
97
98
99
100
102
107
109
110
111
112
116                         Yes                 3,000,000.00         14,512.92          5.71000%                118
117
120
121
125
126
127
129
130
131
132
133
134
135
136
140
142
145
146
147
148
149
150
151
152                         Yes                   455,000.00          5,122.27         13.25000%                119
153
154                         Yes                   402,500.00          4,373.94         12.75000%                116
154.01
154.02
154.03
157
158
160
161
162
164
165
167
168
171                         Yes                   300,000.00          3,377.32         13.25000%                117
172
173
176
178
180
181
183
184
185
186
187
191
196
197
198
200

<CAPTION>
           Loan Remaining      Companion Loan
Control    Amortization Term   Servicing
Number     (Mos.)              Fees
--------   -----------------   -----------------------------------------------------------------------
<S>        <C>                 <C>
1
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
6
15
17
21
27
32
38
40
47
48
49                       360                                                                   0.04000%
57
58
61
64
69
72
74
75
78
79
81
82
84
89
90
91
92
93
94
95
95.01
95.02
95.03
95.04
96
97
98
99
100
102
107
109
110
111
112
116                        0                                                                   0.01000%
117
120
121
125
126
127
129
130
131
132
133
134
135
136
140
142
145
146
147
148
149
150
151
152                      360   Currently 8bp and 5bp upon Securitization of Subordinate Companion Loan
153
154                      360   Currently 8bp and 5bp upon Securitization of Subordinate Companion Loan
154.01
154.02
154.03
157
158
160
161
162
164
165
167
168
171                      360   Currently 8bp and 5bp upon Securitization of Subordinate Companion Loan
172
173
176
178
180
181
183
184
185
186
187
191
196
197
198
200
</TABLE>

1     The Open Period is inclusive of the Maturity Date.

2     Loan documents provide for defeasance of the mortgage loan at times during
      the yield maintenance period (subject to standard REMIC lockout and
      procedural guidelines).

3     Base Rental Revenue based on the average ground rent payments from years
      11-20. The current DSCR based on the current rent payment of $9,000,000
      per annum is 0.86x.

4     For the purpose of calculating underwritten debt service coverage ratios,
      loan-to-value ratios and loan per square foot/unit, the cut-off date
      principal balance for each mortgage loan in a split loan structure
      excludes the cut-off date principal balance of any subordinate mortgage
      loan in that split loan structure.

5     The property has commercial tenants in occupancy, with the rent counting
      towards the NCF of the property.

6     The Cut-Off Date LTV was calculated using the March 2009 expected
      "as-stabilized" value of $202,000,000. The Cut-Off Date LTV based on the
      "as-is" value of $175 million and $30.543 million of reserves is 74.0%.

7     The Cut-Off Date LTV and DSCR figures for these loans are net of the
      earnout amount. The Scheduled Maturity Date LTV is calculated utilizing
      the stabilized appraised value as applicable.

8     The Cut-Off Date LTV was calculated using the May 2009 expected
      "as-stabilized" value of $152,000,000. The Cut-Off Date LTV based on the
      "as-is" value of $137 million is 94.5%.

9     Interest rate equals 5.405% from closing through June 5, 2009; 5.770%
      through June 5, 2010; 5.960% through June 5, 2012; 6.240% through June 5,
      2013; 6.910% thereafter. Debt Service shown and DSCR calculations are
      based on the first 12 months of debt service following the cut-off date
      calculated using an interest rate of 5.405%. The debt service coverage
      ratio based on the highest interest rate payable under the mortgage loan
      is 0.92x.

10    For the purpose of calculating underwritten debt service coverage ratios,
      loan-to-value ratios and loan per square foot/unit, the cut-off date
      principal balance for Franklin Mills includes the cut-off date principal
      balance of the pari passu mortgage loan in the trust plus the cut-off date
      principal balance of the pari passu mortgage that is not in the trust.

11    Amortization is based on a custom amortization schedule. Debt Service
      shown and DSCR calculations are based on the first 12 months of debt
      service following the cut-off date.

12    The mortgage loan documents provide, in the case of a permitted partial
      release of a portion of the mortgaged property, that the mortgage loan be
      partially defeased in the amount of $4,320,000, which partial defeasance
      (and corresponding partial release) may occur prior to the otherwise
      applicable lockout period.

13    Amortization is based on a custom amortization schedule. Debt Service
      shown and DSCR calculations are based on the first 12 months of debt
      service following the interest-only period.

14    The mortgage loan documents provide, in the case of a permitted partial
      release of a portion of the mortgaged property, that the mortgage loan be
      partially prepaid in the amount of not less than 115% of the allocated
      loan amount for the release parcel, which partial prepayment (and
      corresponding partial release) may occur prior to the otherwise applicable
      lockout period.

15    The DSCRs and LTV were calculated based on the total crossed balance.

16    $30,000,000 of the loan balance is interest-only and the remaining
      $2,000,000 amortizes on a 300-month schedule.

17    Republic Mortgage Insurance Company has a signed lease, but they will not
      start paying rent until June 2008. A cash reserve of $2.9 million and a
      $2.5 million letter of credit were established at the closing of the
      mortgage loan as additional security and to pay the monthly debt service
      until June 2008 when RMIC's lease is expected to commence. Monthly
      payments in the amount of $166,000 will be withdrawn from cash reserve to
      pay the monthly debt service on the mortgage loan until June 2008, and
      those payments were counted in the net cash flow from the related
      mortgaged property upon which the DSCR was calculated.

18    If the borrower makes the monthly payment through the Automated Clearing
      House Network, lender shall provide borrower with two days prior written
      notice prior to assessing any late fee.

19    The Cut-Off Date LTV was calculated using the July 28, 2007 expected
      "as-stabilized" value of $19,500,000. The Cut-Off Date LTV based on the
      "as-is" value of $17.6 million is 85.2%.

20    If the borrower makes the monthly payment through the Automated Clearing
      House Network, 24 hours notice is required for non-receipt of payment,
      upon which the borrower will have until the 9th day of the month before a
      Grace Period - Default occurs. Lender is required to give notice up to two
      times within a 12 month period, after the second notice, lender is no
      longer obligated to provide notice of a late payment.

<PAGE>

                                    EXHIBIT B

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

(1)   Mortgage Loan Schedule. The information pertaining to each Mortgage Loan
      set forth in the Mortgage Loan Schedule is true and accurate in all
      material respects as of the Cut-off Date and contains all information
      required by the Pooling and Servicing Agreement to be contained therein.

(2)   Legal Compliance - Origination. The origination practices of the Seller
      have been, in all material respects, legal and as of the date of its
      origination, such Mortgage Loan complied in all material respects with, or
      was exempt from, all requirements of federal, state or local law relating
      to the origination of such Mortgage Loan; provided that such
      representation and warranty does not address or otherwise cover any
      matters with respect to federal, state or local law otherwise covered in
      this Exhibit B.

(3)   Good Title; Conveyance. Immediately prior to the sale, transfer and
      assignment to the Purchaser, the Seller had good and marketable title to,
      and was the sole owner of, each Mortgage Loan, and the Seller is
      transferring such Mortgage Loan free and clear of any and all liens,
      pledges, charges or security interests of any nature encumbering such
      Mortgage Loan, other than the rights of the holder of a related Companion
      Loan pursuant to a Co-Lender Agreement or a pooling and servicing
      agreement. Upon consummation of the transactions contemplated by the
      Mortgage Loan Purchase Agreement, the Seller will have validly and
      effectively conveyed to the Purchaser all legal and beneficial interest in
      and to such Mortgage Loan free and clear of any pledge, lien or security
      interest, other than the rights of a holder of a Companion Loan pursuant
      to a Co-Lender Agreement or pooling and servicing agreement.

(4)   Future Advances. The proceeds of such Mortgage Loan have been fully
      disbursed (except in those cases where the full amount of the Mortgage
      Loan has been disbursed but a portion thereof is being held in escrow or
      reserve accounts pending the satisfaction of certain conditions relating
      to leasing, repairs or other matters with respect to the Mortgaged
      Property), and there is no requirement for future advances thereunder by
      the mortgagee.

(5)   Legal, Valid and Binding Obligation; Assignment of Leases. Each related
      Mortgage Note, Mortgage, Assignment of Leases (if contained in a document
      separate from the Mortgage) and other agreement that evidences or secures
      such Mortgage Loan and was executed in connection with such Mortgage Loan
      by or on behalf of the related Mortgagor is the legal, valid and binding
      obligation of the related Mortgagor (subject to any non-recourse
      provisions therein and any state anti-deficiency or market value limit
      deficiency legislation), enforceable in accordance with its terms, except
      (i) that certain provisions contained in such Mortgage Loan documents are
      or may be unenforceable in whole or in part under applicable state or
      federal laws, but neither the application of any such laws to any such
      provision nor the inclusion of any such provisions renders any of the
      Mortgage Loan documents invalid as a whole and such Mortgage Loan
      documents taken as a whole are enforceable to the extent necessary and
      customary for the practical realization of the rights and benefits
      afforded thereby and (ii) as such enforcement may be limited by
      bankruptcy, insolvency, receivership, reorganization, moratorium,
      redemption, liquidation or other laws affecting the enforcement of
      creditors' rights generally, or by general principles of equity
      (regardless of whether such enforcement is considered in a proceeding in
      equity or at law). The Assignment of Leases (as set forth in the Mortgage
      or in a document separate from the related Mortgage and related to and
      delivered in connection with each Mortgage Loan) establishes and creates a
      valid and enforceable first priority assignment of, or a valid first
      priority security interest in, the related Mortgagor's right to receive
      payments due under all leases, subleases, licenses or other agreements
      pursuant to which any Person is entitled to occupy, use or possess all or
      any portion of the Mortgaged Property, subject to any license granted to
      the related Mortgagor to exercise certain rights and to perform certain
      obligations of the lessor under such leases, and subject to the
      limitations set forth above. The related Mortgage Note, Mortgage and
      Assignment of Leases (if contained in a document separate from the
      Mortgage) contain no provision limiting the right or ability of the Seller
      to assign, transfer and convey the related Mortgage Loan to any other
      Person.

(6)   No Offset or Defense. Subject to the limitations set forth in paragraph
      (5), as of the date of its origination there was, and as of the Cut-off
      Date there is, no valid right of offset and no valid defense,
      counterclaim, abatement or right to rescission with respect to any of the
      related Mortgage Notes, Mortgage(s) or other agreements executed in
      connection therewith, except in each case, with respect to the
      enforceability of any provisions requiring the payment of default
      interest, late fees, additional interest, prepayment premiums or yield
      maintenance charges.

(7)   Assignment of Mortgage and Assignment of Assignment of Leases. Subject to
      the limitations set forth in paragraph (5), each assignment of Mortgage
      and assignment of Assignment of Leases from the Seller to the Trustee (or
      in the case of a Non-Serviced Trust Loan, the assignment in favor of the
      current holder of the mortgage) constitutes the legal, valid and binding
      assignment from the Seller; provided, if the related assignment of
      Mortgage and/or assignment of Assignment of Leases has been recorded in
      the name of MERS or its designee, no assignment of Mortgage and/or
      assignment of Assignment of Leases in favor of the Trustee has been
      prepared or delivered and instead, the Seller will 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. Each related Mortgage and Assignment of Leases is freely assignable
      upon notice to but without the consent of the related Mortgagor. Any
      assignment of a Mortgage and assignment of Assignment of Leases are
      recorded (or have been submitted for recording) in the applicable
      jurisdiction.

(8)   Mortgage Lien. Each related Mortgage is a valid and enforceable first lien
      on the related Mortgaged Property (and/or Ground Lease, if applicable),
      subject to the limitations set forth in paragraph (5) and the following
      title exceptions (each such title exception, a "Title Exception", and
      collectively, the "Title Exceptions"): (a) the lien of current real
      property taxes, ground rents, water charges, sewer rents and assessments
      not yet due and payable, (b) covenants, conditions and restrictions,
      rights of way, easements and other matters of public record, (c) the
      exceptions (general and specific) and exclusions set forth in the
      applicable Title Policy (described in paragraph (12) below) or appearing
      of record, (d) other matters to which like properties are commonly
      subject, (e) the right of tenants (whether under ground leases, space
      leases or operating leases) pertaining to the related Mortgaged Property
      and condominium declarations, (f) if such Mortgage Loan is
      cross-collateralized and cross-defaulted with any other Mortgage Loan, the
      lien of the Mortgage for such other Mortgage Loan and (g) if such Mortgage
      Loan is part of a Whole Loan, the rights of the holder of the related
      Companion Loan pursuant to a Co-Lender Agreement or pooling and servicing
      agreement, none of which exceptions described in clauses (a) - (g) above,
      individually or in the aggregate, materially and adversely interferes with
      (1) the current use of the Mortgaged Property, (2) the security intended
      to be provided by such Mortgage, (3) the Mortgagor's ability to pay its
      obligations under the Mortgage Loan when they become due or (4) the value
      of the Mortgaged Property. The Mortgaged Property is free and clear of any
      mechanics' or other similar liens or claims which are prior to or equal
      with the lien of the related Mortgage, except those which are insured
      against by a lender's title insurance policy. To the Seller's actual
      knowledge no rights are outstanding that under applicable law could give
      rise to any such lien that would be prior or equal to the lien of the
      related Mortgage, unless such lien is bonded over, escrowed for or covered
      by insurance.

(9)   UCC Filings. If the related Mortgaged Property is operated as a
      hospitality property, the Seller has filed or caused to be filed and/or
      recorded (or, if not filed and/or recorded, have been submitted in proper
      form for filing and recording), UCC Financing Statements in the
      appropriate public filing and/or recording offices necessary at the time
      of the origination of the Mortgage Loan to perfect a valid security
      interest in all items of personal property reasonably necessary to operate
      such Mortgaged Property owned by such Mortgagor and located on the related
      Mortgaged Property (other than any personal property subject to a purchase
      money security interest or a sale and leaseback financing arrangement as
      permitted under the terms of the related Mortgage Loan documents or any
      other personal property leases applicable to such personal property), to
      the extent perfection may be effected pursuant to applicable law by
      recording or filing, as the case may be; provided, if the related security
      agreement and/or UCC Financing Statement has been recorded in the name of
      MERS or its designee, no assignment of security agreement and/or UCC
      Financing Statement in favor of the Trustee has been prepared or delivered
      and instead, the Seller will 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. Subject to the
      limitations set forth in paragraph (5), each related Mortgage (or
      equivalent document) creates a valid and enforceable lien and security
      interest on the items of personalty described above. No representation is
      made as to the perfection of any security interest in rents or other
      personal property to the extent that possession or control of such items
      or actions other than the filing of UCC Financing Statements are required
      in order to effect such perfection.

(10)  Taxes and Assessments. All real estate taxes and governmental assessments,
      or installments thereof, which could be a lien on the related Mortgaged
      Property and that prior to the Cut-off Date have become delinquent in
      respect of each related Mortgaged Property have been paid, or an escrow of
      funds in an amount sufficient to cover such payments has been established.
      For purposes of this representation and warranty, real estate taxes and
      governmental assessments and installments thereof shall not be considered
      delinquent until the earlier of (a) the date on which interest and/or
      penalties would first be payable thereon and (b) the date on which
      enforcement action is entitled to be taken by the related taxing
      authority.

(11)  Condition of Mortgaged Property; No Condemnation. To the Seller's actual
      knowledge, based solely upon due diligence customarily performed in
      connection with the origination of comparable mortgage loans, as of the
      Cut-off Date, (a) each related Mortgaged Property was free and clear of
      any material damage (other than deferred maintenance for which escrows
      were established at origination) that would affect materially and
      adversely the value of such Mortgaged Property as security for the
      Mortgage Loan and (b) there was no proceeding pending for the total or
      partial condemnation of such Mortgaged Property.

(12)  Title Insurance. The lien of each related Mortgage as a first priority
      lien in the original principal amount of such Mortgage Loan (or in the
      case of a Mortgage Loan secured by multiple Mortgaged Properties an
      allocable portion thereof) is insured by an ALTA lender's title insurance
      policy (or a binding commitment therefor), or its equivalent as adopted in
      the applicable jurisdiction (the "Title Policy"), insuring the originator
      of the Mortgage Loan, its successors and assigns, subject only to the
      Title Exceptions; such originator or its successors or assigns is the
      named insured of such policy; such policy is assignable without consent of
      the insurer and will inure to the benefit of the Trustee as mortgagee of
      record (or, with respect to a Non-Serviced Trust Loan, the holder of the
      Mortgage); such policy, if issued, is in full force and effect and all
      premiums thereon have been paid; no claims have been made under such
      policy and the Seller has not done anything, by act or omission, and the
      Seller has no actual knowledge of any matter, which would impair or
      diminish the coverage of such policy. The insurer issuing such policy is
      either (x) a nationally-recognized title insurance company or (y)
      qualified to do business in the jurisdiction in which the related
      Mortgaged Property is located to the extent required. The Title Policy
      contains no material exclusion for, or alternatively it insures (unless
      such coverage is unavailable in the relevant jurisdiction) (a) access to a
      public road or (b) against any loss due to encroachment of any material
      portion of the improvements thereon.

(13)  Insurance. As of the Mortgage Loan origination date, and to the actual
      knowledge of the Seller, as of the Cut-off Date, all insurance coverage
      required under the related Mortgage Loan documents was in full force and
      effect. Each Mortgage Loan requires insurance in such amounts and covering
      such risks as were customarily acceptable to prudent commercial and
      multifamily mortgage lending institutions lending on the security of
      property comparable to the related Mortgaged Property in the jurisdiction
      in which such Mortgaged Property is located, including requirements for
      (a) a fire and extended perils insurance policy, in an amount (subject to
      a customary deductible) at least equal to the lesser of (i) the
      replacement cost of improvements located on such Mortgaged Property, or
      (ii) the initial principal balance of the Mortgage Loan (or in the case of
      a Whole Loan, the outstanding principal balance of the Whole Loan), and in
      any event, the amount necessary to prevent operation of any co-insurance
      provisions, (b) except if such Mortgaged Property is operated as a mobile
      home park, business interruption or rental loss insurance, in an amount at
      least equal to 12 months of operations of the related Mortgaged Property
      (or in the case of a Mortgaged Property without any elevator, 6 months),
      (c) comprehensive general liability insurance against claims for personal
      and bodily injury, death or property damage occurring on, in or about the
      related Mortgaged Property, in an amount customarily required by prudent
      institutional lenders and (d) if such Mortgage Loan is secured by a
      Mortgaged Property (other than a manufactured housing property) located in
      "seismic zones" 3 or 4 in California, Nevada, Idaho, Oregon, Washington or
      Arkansas, a seismic assessment by an independent third party provider was
      conducted and if the seismic assessment (based on a 450-year lookback with
      a 10% probability of exceedance in a 50-year period) revealed a probable
      maximum loss equal to 20% or higher, earthquake insurance. To the actual
      knowledge of the Seller, as of the Cut-off Date, all premiums due and
      payable through the Closing Date have been paid and no notice of
      termination or cancellation with respect to any such insurance policy has
      been received by the Seller. Except for certain amounts not greater than
      amounts which would be considered prudent by an institutional commercial
      mortgage lender with respect to a similar Mortgage Loan and which are set
      forth in the related Mortgage, the related Mortgage Loan documents require
      that any insurance proceeds in respect of a casualty loss, will be applied
      either (i) to the repair or restoration of all or part of the related
      Mortgaged Property or (ii) the reduction of the outstanding principal
      balance of the Mortgage Loan, subject in either case to requirements with
      respect to leases at the related Mortgaged Property and to other
      exceptions customarily provided for by prudent institutional lenders for
      similar loans. The insurance policies each contain a standard mortgagee
      clause naming the Seller and its successors and assigns as loss payee or
      additional insured, as applicable, and each insurance policy provides that
      they are not terminable without 30 days prior written notice to the
      mortgagee (or, with respect to non-payment, 10 days prior written notice
      to the mortgagee) or such lesser period as prescribed by applicable law.
      The loan documents for each Mortgage Loan (a) require that the Mortgagor
      maintain insurance as described above or permit the mortgagee to require
      that the Mortgagor maintain insurance as described above, and (b) permit
      the mortgagee to purchase such insurance at the Mortgagor's expense if the
      Mortgagor fails to do so. The insurer with respect to each policy is
      qualified to write insurance in the relevant jurisdiction to the extent
      required.

(14)  No Material Default. Other than payments due but not yet 30 days or more
      delinquent, (i) there is no material default, breach, violation or event
      of acceleration existing under the related Mortgage or the related
      Mortgage Note, and (ii) to the Seller's actual knowledge, there is no
      event (other than payments due but not yet delinquent) which, with the
      passage of time or with notice and the expiration of any grace or cure
      period, would constitute a material default, breach, violation or event of
      acceleration, provided, however, that this representation and warranty
      does not address or otherwise cover any default, breach, violation or
      event of acceleration (A) that specifically pertains to any matter
      otherwise covered in this Exhibit B (including any schedule or exhibit
      hereto), or (B) with respect to which: (1) the Seller has no actual
      knowledge and (2) written notice of the discovery thereof is not delivered
      to the Seller by the Trustee or the Master Servicer on or prior to the
      date occurring twelve (12) months after the Closing Date. The Seller has
      not waived any material default, breach, violation or event of
      acceleration under such Mortgage or Mortgage Note, unless a written waiver
      to that effect is contained in the related Mortgage File being delivered
      pursuant to the Pooling and Servicing Agreement, and pursuant to the terms
      of the related Mortgage or the related Mortgage Note and other documents
      in the related Mortgage File, no Person or party other than the holder of
      such Mortgage Note (or with respect to a Non-Serviced Trust Loan, the
      applicable servicer as permitted by the applicable Lead PSA) may declare
      any event of default or accelerate the related indebtedness under either
      of such Mortgage or Mortgage Note.

(15)  Payment Record. As of the Closing Date, each Mortgage Loan is not, and in
      the prior 12 months (or since the date of origination if such Mortgage
      Loan has been originated within the past 12 months), has not been, 30 days
      or more past due in respect of any Scheduled Payment.

(16)  Servicing. The servicing and collection practices used by the Seller with
      respect to the Mortgage Loan have been, in all respects, legal and have
      met customary industry standards for servicing of commercial loans for
      conduit loan programs.

(17)  Reserved.

(18)  Qualified Mortgage. Each Mortgage Loan constitutes a "qualified mortgage"
      within the meaning of Section 860G(a)(3) of the Code (but without regard
      to Treasury Regulations Sections 1.860G-2(f)(2) or 1.860G 2(a)(3) that
      treats a defective obligation as a qualified mortgage, or any
      substantially similar successor provision). Each Mortgage Loan is directly
      secured by a Mortgage on a commercial property or a multifamily
      residential property, and either (1) substantially all of the proceeds of
      such Mortgage Loan were used to acquire, improve or protect the portion of
      such commercial or multifamily residential property that consists of an
      interest in real property (within the meaning of Treasury Regulations
      Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was
      the only security for such Mortgage Loan as of the Testing Date (as
      defined below), or (2) the fair market value of the interest in real
      property which secures such Mortgage Loan was at least equal to 80% of the
      principal amount of the Mortgage Loan (a) as of the Testing Date, or (b)
      as of the Closing Date. For purposes of the previous sentence, (1) the
      fair market value of the referenced interest in real property shall first
      be reduced by (a) the amount of any lien on such interest in real property
      that is senior to the Mortgage Loan, and (b) a proportionate amount of any
      lien on such interest in real property that is on a parity with the
      Mortgage Loan, and (2) the "Testing Date" shall be the date on which the
      referenced Mortgage Loan was originated unless (a) such Mortgage Loan was
      modified after the date of its origination in a manner that would cause a
      "significant modification" of such Mortgage Loan within the meaning of
      Treasury Regulations Section 1.1001-3(b), and (b) such "significant
      modification" did not occur at a time when such Mortgage Loan was in
      default or when default with respect to such Mortgage Loan was reasonably
      foreseeable. However, if the referenced Mortgage Loan has been subjected
      to a "significant modification" after the date of its origination and at a
      time when such Mortgage Loan was not in default or when default with
      respect to such Mortgage Loan was not reasonably foreseeable, the Testing
      Date shall be the date upon which the latest such "significant
      modification" occurred. Each yield maintenance payment and prepayment
      premium payable under the Mortgage Loans is a "customary prepayment
      penalty" within the meaning of Treasury Regulations Section
      1.860G-1(b)(2). As of the Closing Date, the related Mortgaged Property, if
      acquired in connection with the default or imminent default of such
      Mortgage Loan, would constitute "foreclosure property" within the meaning
      of Section 860G(a)(8) of the Code.

(19)  Environmental Conditions and Compliance. One or more environmental site
      assessments or updates thereof were performed by an environmental
      consulting firm independent of the Seller or the Seller's affiliates with
      respect to each related Mortgaged Property during the 18-months preceding
      the origination of the related Mortgage Loan, and the Seller, having made
      no independent inquiry other than to review the report(s) prepared in
      connection with the assessment(s) referenced herein, has no actual
      knowledge and has received no notice of any material and adverse
      environmental condition or circumstance affecting such Mortgaged Property
      that was not disclosed in such report(s). If any such environmental report
      identified any Recognized Environmental Condition (REC), as that term is
      defined in the Standard Practice for Environmental Site Assessments: Phase
      I Environmental Site Assessment Process Designation: E 1527-00, as
      recommended by the American Society for Testing and Materials (ASTM), with
      respect to the related Mortgaged Property and the same have not been
      subsequently addressed in all material respects, then either (i) an escrow
      greater than or equal to 100% of the amount identified as necessary by the
      environmental consulting firm to address the REC is held by the Seller for
      purposes of effecting same (and the Mortgagor has covenanted in the
      Mortgage Loan documents to perform such work), (ii) a responsible party,
      other than the Mortgagor, having financial resources reasonably estimated
      to be adequate to address the REC is required to take such actions or is
      liable for the failure to take such actions, if any, with respect to such
      circumstances or conditions as have been required by the applicable
      governmental regulatory authority or any environmental law or regulation,
      (iii) the Mortgagor has provided an environmental insurance policy, (iv)
      an operations and maintenance plan has been or will be implemented or (v)
      such conditions or circumstances were investigated further and a qualified
      environmental consulting firm recommended no further investigation or
      remediation.

(20)  Customary Mortgage Provisions. Each related Mortgage Note, Mortgage and
      Assignment of Leases (if contained in a document separate from the
      Mortgage) contain customary and, subject to the limitations and exceptions
      set forth in paragraph (5) and applicable state law, enforceable
      provisions for comparable mortgaged properties similarly situated such as
      to render the rights and remedies of the holder thereof adequate for the
      practical realization against the Mortgaged Property of the benefits of
      the security intended to be provided thereby, including realization by
      judicial or, if applicable, non-judicial foreclosure.

(21)  Bankruptcy. No Mortgagor is a debtor in, and no Mortgaged Property is the
      subject of, any state or federal bankruptcy or insolvency proceeding;
      provided, however, that this representation and warranty does not cover
      any such bankruptcy, reorganization, insolvency or comparable proceeding
      with respect to which: (1) the Seller has no actual knowledge and (2)
      written notice of the discovery thereof is not delivered to the Seller by
      the Trustee or the Master Servicer on or prior to the date occurring
      twelve months after the Closing Date.

(22)  Whole Loan; No Equity Participation, Contingent Interest or Negative
      Amortization. Except with respect to a Mortgage Loan that is part of a
      Whole Loan, each Mortgage Loan is a whole loan. None of the Mortgage Loans
      contain any equity participation, preferred equity component or shared
      appreciation feature by the mortgagee nor does any Mortgage Loan provide
      the mortgagee with any contingent or additional interest in the form of
      participation in the cash flow of the related Mortgaged Property.

(23)  Transfers and Subordinate Debt. Subject to certain exceptions which are
      customarily acceptable to prudent commercial and multifamily mortgage
      lending institutions lending on the security of property comparable to the
      related Mortgaged Property, each Mortgage Loan contains a "due on sale" or
      other such provision for the acceleration of the payment of the unpaid
      principal balance of such Mortgage Loan if, without the consent of the
      holder of the Mortgage and/or complying with the requirements of the
      related Mortgage Loan documents, (a) the related Mortgaged Property, or
      any controlling or majority equity interest in the related Mortgagor, is
      directly or indirectly pledged, transferred or sold, other than as related
      to (i) family and estate planning transfers, (ii) transfers to certain
      affiliates as defined in the related Mortgage Loan documents (iii)
      transfers of less than a controlling interest in a Mortgagor, or (iv) a
      substitution or release of collateral within the parameters of paragraph
      (26) below, or, (v) as set forth on Exhibit B-23-1 by reason of any
      mezzanine debt that existed at the origination of the related Mortgage
      Loan, or (b) the related Mortgaged Property is encumbered with a
      subordinate lien or security interest against the related Mortgaged
      Property, other than (i) any Companion Loan of any Mortgage Loan or any
      subordinate debt that existed at origination and is permitted under the
      related Mortgage Loan documents, (ii) debt in the ordinary course of
      business or (iii) any Mortgage Loan that is cross-collateralized and
      cross-defaulted with another Mortgage Loan, as set forth on Exhibit
      B-23-2. Except as related to (a)(i), (ii), (iii), (iv) or (v), above or
      (b)(i), (ii) or (iii) above, no Mortgage Loan may be assigned to another
      entity without the mortgagee's consent. The Mortgage or other Mortgage
      Loan document provides that to the extent any Rating Agency Fees are
      incurred in connection with the review and consent to any transfer or
      encumbrance the Mortgagor is responsible for such payment.

(24)  Waivers and Modification. Except as set forth in the related Mortgage
      File, the terms of the related Mortgage Note and Mortgage have not been
      waived, modified, altered, satisfied, impaired, canceled, subordinated or
      rescinded in any manner which materially interferes with the security
      intended to be provided by such Mortgage. Exhibit B-24 identifies each
      Mortgage Loan as to which, since the latest date on which the final due
      diligence materials were delivered for such Mortgage Loan to CWCapital
      Asset Management LLC, there has been, given, made or consented to an
      alteration, modification or assumption of the terms of the related
      Mortgage Note, Mortgage(s) or any related loan agreement and/or lock-box
      agreement and/or as to which, since such date, there has been a waiver
      other than as related to routine operational matters or minor covenants.

(25)  Inspection. Each related Mortgaged Property was inspected by or on behalf
      of the related originator or an affiliate of the originator during the 12
      month period prior to the related origination date.

(26)  Releases of Mortgaged Property. (A) Since origination, no material portion
      of the related Mortgaged Property has been released from the lien of the
      related Mortgage in any manner which materially and adversely affects the
      value of the Mortgage Loan or materially interferes with the security
      intended to be provided by such Mortgage; and (B) the terms of the related
      Mortgage Loan documents do not permit the release of any portion of the
      Mortgaged Property from the lien of the Mortgage except (i) in
      consideration of payment in full (or in certain cases, the allocated loan
      amount) therefor, (ii) in connection with the substitution of all or a
      portion of the Mortgaged Property in exchange for delivery of "government
      securities" within the meaning of Section 2(a)(16) of the Investment
      Company Act of 1940, as amended, (iii) where such portion to be released
      was not considered material for purposes of underwriting the Mortgage Loan
      and such release was contemplated at origination, (iv) conditioned on the
      satisfaction of certain underwriting and other requirements, including
      payment of a release price representing adequate consideration for such
      Mortgaged Property or the portion thereof to be released, or (v) as set
      forth on Exhibit B-26, in connection with the substitution of a
      replacement property in compliance with REMIC Provisions.

(27)  Local Law Compliance. To the Seller's actual knowledge, based upon a
      letter from governmental authorities, a legal opinion, an endorsement to
      the related title policy, or other due diligence considered reasonable by
      prudent commercial mortgage lenders taking into account the location of
      the Mortgaged Property, as of the date of origination of such Mortgage
      Loan and as of the Cut-off Date, there are no material violations of any
      applicable zoning ordinances, building codes and land laws applicable to
      the Mortgaged Property or the use and occupancy thereof which (i) are not
      insured by the Title Policy or a law and ordinance insurance policy or
      (ii) would have a material adverse effect on the value, operation or net
      operating income of the Mortgaged Property.

(28)  Improvements. To the Seller's actual knowledge based on the Title Policy
      or surveys obtained in connection with the origination of each Mortgage
      Loan, none of the material improvements which were included for the
      purposes of determining the appraised value of the related Mortgaged
      Property at the time of the origination of the Mortgage Loan lies outside
      of the boundaries and building restriction lines of such property (except
      Mortgaged Properties which are legal non-conforming uses), to an extent
      which would have a material adverse affect on the value of the Mortgaged
      Property or related Mortgagor's use and operation of such Mortgaged
      Property (unless affirmatively covered by the related Title Policy) and no
      improvements on adjoining properties encroached upon such Mortgaged
      Property to any material and adverse extent (unless affirmatively covered
      by the related Title Policy).

(29)  Single Purpose Entity. With respect to each Mortgage Loan with a Cut-off
      Date Balance (A) in excess of $5,000,000 the related Mortgagor has
      covenanted in its organizational documents and/or the Mortgage Loan
      documents to own no significant asset other than the related Mortgaged
      Property and assets incidental to its ownership and operation of such
      Mortgaged Property, and to hold itself out as being a legal entity,
      separate and apart from any other Person; and (B) in excess of
      $20,000,000, the representation and warranty in (A) above is true and the
      related Mortgagor (or if the Mortgagor is a limited partnership or a
      multi-member limited liability company, the special purpose general
      partner or special purpose managing member, as applicable, of the related
      Mortgagor), has at least one independent director, and the related
      Mortgagor has delivered a non-consolidation opinion of counsel. For each
      Mortgage Loan for which the related Mortgagor has covenanted in its
      organizational documents and/or the Mortgage Loan documents to own no
      significant asset other than the related Mortgaged Property and assets
      incidental to its ownership and operation of such Mortgaged Property, at
      the time of origination of the Mortgage Loan, to the Seller's actual
      knowledge, the Mortgagor was in compliance with such requirements.

(30)  Advance of Funds. (A) After origination, the Seller has not, directly or
      indirectly, advanced any funds to the Mortgagor, other than pursuant to
      the related Mortgage Loan documents; and (B) to the Seller's actual
      knowledge, no funds have been received from any Person other than the
      Mortgagor, for or on account of payments due on the Mortgage Note.

(31)  Litigation or Other Proceedings. As of the date of origination and, to the
      Seller's actual knowledge, as of the Cut-off Date, there was no pending
      action, suit or proceeding, or governmental investigation of which it has
      received notice, against the Mortgagor or the related Mortgaged Property
      the adverse outcome of which could reasonably be expected to materially
      and adversely affect (i) such Mortgagor's ability to pay its obligations
      under the Mortgage Loan, (ii) the security intended to be provided by the
      Mortgage Loan documents or (iii) the current use of the Mortgaged
      Property.

(32)  Trustee Under Deed of Trust. As of the date of origination, and, to the
      Seller's actual knowledge, as of the Cut-off Date, if the related Mortgage
      is a deed of trust, a trustee, duly qualified under applicable law to
      serve as such, has either been properly designated and serving under such
      Mortgage or may be substituted in accordance with the Mortgage and
      applicable law.

(33)  Usury. The Mortgage Loan and the interest contracted for (exclusive of any
      default interest, late charges, Yield Maintenance Charge or prepayment
      premiums) is a fixed rate, and complied as of the date of origination
      with, or is exempt from, applicable state or federal laws, regulations and
      other requirements pertaining to usury.

(34)  Other Collateral. Except with respect to the Companion Loan of any Whole
      Loan or any Mortgage Loan that is cross-collateralized and cross-defaulted
      with another Mortgage Loan, to the Seller's knowledge, the related
      Mortgage Note is not secured by any collateral that secures a loan that is
      not a Mortgage Loan.

(35)  Flood Insurance. If the improvements on the Mortgaged Property are located
      in a federally designated special flood hazard area, the Mortgagor is
      required to maintain or the mortgagee maintains, flood insurance with
      respect to such improvements and such policy is in full force and effect.

(36)  Escrow Deposits. All escrow deposits and payments required to be deposited
      with the Seller or its agent in accordance with the Mortgage Loan
      documents have been (or by the Closing Date will be) so deposited, are in
      the possession of or under the control of the Seller or its agent (or,
      with respect to a Non-Serviced Trust Loan, in the possession of or under
      the control of the Lead Trustee or its agent under the applicable Lead
      PSA), and there are no deficiencies in connection therewith.

(37)  Licenses and Permits. To the Seller's actual knowledge, based on the due
      diligence customarily performed in the origination of comparable mortgage
      loans by prudent commercial lending institutions considering the related
      geographic area and properties comparable to the related Mortgaged
      Property, (i) as of the date of origination of the Mortgage Loan, the
      related Mortgagor, the related lessee, franchisor or operator was in
      possession of all material licenses, permits and authorizations then
      required for use of the related Mortgaged Property, and, (ii) as of the
      Cut-off Date, the Seller has no actual knowledge that the related
      Mortgagor, the related lessee, franchisor or operator was not in
      possession of such licenses, permits and authorizations.

(38)  Organization of Mortgagors; Affiliation with other Mortgagors. With
      respect to each Mortgage Loan, in reliance on certified copies of the
      organizational documents of the Mortgagor delivered by the Mortgagor in
      connection with the origination of such Mortgage Loan, the Mortgagor is an
      entity organized under the laws of a state of the United States of
      America, the District of Columbia or the Commonwealth of Puerto Rico.
      Except with respect to any Mortgage Loan that is cross-collateralized and
      cross defaulted with another Mortgage Loan, no Mortgage Loan has a
      Mortgagor that is an affiliate of another Mortgagor.

(39)  Fee Simple Interest. Except with respect to the Mortgage Loans listed on
      Exhibit B-39, the Mortgage Loan is secured in whole or in material part by
      the fee simple interest in the related Mortgaged Property.

(40)  Recourse. Each Mortgage Loan is non-recourse to the related Mortgagor
      except that the Mortgagor and a natural person (or an entity with assets
      other than an interest in the Mortgagor) as guarantor have agreed to be
      liable with respect to losses incurred due to (i) fraud and/or other
      intentional material misrepresentation, (ii) misapplication or
      misappropriation of rents collected in advance or received by the related
      Mortgagor after the occurrence of an event of default and not paid to the
      mortgagee or applied to the Mortgaged Property in the ordinary course of
      business, (iii) misapplication or conversion by the Mortgagor of insurance
      proceeds or condemnation awards or (iv) breach of the environmental
      covenants in the related Mortgage Loan documents.

(41)  Access; Tax Parcels. Each Mortgaged Property (a) is located on or adjacent
      to a dedicated road, or has access to an irrevocable easement permitting
      ingress and egress, (b) is served by public utilities, water and sewer (or
      septic facilities) and (c) constitutes one or more separate tax parcels.

(42)  Financial Statements. Each Mortgage requires the Mortgagor to provide the
      mortgagee with operating statements and rent rolls on an annual (or more
      frequent) basis or upon written request.

(43)  Defeasance. If the Mortgage Loan is a Defeasance Loan, the Mortgage Loan
      documents (A) permit defeasance (1) no earlier than two years after the
      Closing Date, and (2) only with substitute collateral constituting
      "government securities" within the meaning of Treasury Regulations Section
      1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments
      under the Mortgage Note through the related maturity date (or first day of
      the open period) and the balloon payment that would be due on such date,
      (B) require the delivery of (or otherwise contain provisions pursuant to
      which the mortgagee can require delivery of) (i) an opinion to the effect
      that such mortgagee has a first priority perfected security interest in
      the defeasance collateral, (ii) an accountant's certification as to the
      adequacy of the defeasance collateral to make all payments required under
      the related Mortgage Loan through the related maturity date (or first day
      of the open period) and the balloon payment that would be due on such
      date, (iii) an Opinion of Counsel that the defeasance complies with all
      applicable REMIC Provisions, and (iv) assurances from the Rating Agencies
      that the defeasance will not result in the withdrawal, downgrade or
      qualification of the ratings assigned to the Certificates and (C) contain
      provisions pursuant to which the mortgagee can require the Mortgagor to
      pay expenses associated with a defeasance (including rating agencies'
      fees, accountant's fees and attorneys' fees). Such Mortgage Loan was not
      originated with the intent to collateralize a REMIC offering with
      obligations that are not real estate mortgages.

(44)  Authorization in Jurisdiction. To the extent required under applicable law
      and necessary for the enforcement of the Mortgage Loan, as of the date of
      origination and at all times it held the Mortgage Loan, the originator of
      such Mortgage Loan was authorized to do business in the jurisdiction in
      which the related Mortgaged Property is located.

(45)  Capital Contributions. Neither the Seller nor any affiliate thereof has
      any obligation to make any capital contributions to the Mortgagor under
      the Mortgage Loan documents.

(46)  Subordinate Debt. Except with respect to the Companion Loan of any Whole
      Loan or any Mortgage Loan that is cross-collateralized and cross-defaulted
      with another Mortgage Loan, none of the Mortgaged Properties are
      encumbered by any lien securing the payment of money junior to, of equal
      priority with, or superior to, the lien of the related Mortgage (other
      than Title Exceptions, taxes, assessments and contested mechanics and
      materialmens liens that become payable after the Cut-off Date).

(47)  Ground Lease Representations and Warranties. With respect to each Mortgage
      Loan secured by a leasehold interest (except with respect to any Mortgage
      Loan also secured by the corresponding fee interest in the related
      Mortgaged Property), the Seller represents and warrants the following with
      respect to the related Ground Lease:

            (1) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded and such Ground Lease permits the interest of the lessee
      thereunder to be encumbered by the related Mortgage or, if consent of the
      lessor thereunder is required, it has been obtained prior to the Closing
      Date.

            (2) Upon the foreclosure of the Mortgage Loan (or acceptance of a
      deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
      assignable to the mortgagee and its assigns without the consent of the
      lessor thereunder (or, if any such consent is required, it has been
      obtained prior to the Closing Date).

            (3) Subject to the limitations on enforceability set forth in
      Paragraph 5, such Ground Lease may not be amended, modified, canceled or
      terminated without the prior written consent of the mortgagee and any such
      action without such consent is not binding on the mortgagee, its
      successors or assigns, except that termination or cancellation without
      such consent may be binding on the mortgagee if (i) an event of default
      occurs under the Ground Lease, (ii) notice is provided to the mortgagee
      and (iii) such default is curable by the mortgagee as provided in the
      Ground Lease but remains uncured beyond the applicable cure period.

            (4) Such Ground Lease is in full force and effect and other than
      payments due but not yet 30 days or more delinquent, (i) there is no
      material default, and (ii) to the actual knowledge of the Seller, there is
      no event which, with the passage of time or with notice and the expiration
      of any grace or cure period, would constitute a material default under
      such Ground Lease; provided, however, that this representation and
      warranty does not address or otherwise cover any default, breach,
      violation or event of acceleration that specifically pertains to any
      matter otherwise covered by any other representation and warranty made by
      the Seller elsewhere in this Exhibit B or in any of the exceptions to the
      representations and warranties in Schedule A hereto.

            (5) The Ground Lease or ancillary agreement between the lessor and
      the lessee (i) requires the lessor to give notice of any default by the
      lessee to the mortgagee and (ii) provides that no notice given is
      effective against the mortgagee unless a copy has been delivered to the
      mortgagee in the manner described in the ground lease or ancillary
      agreement.

            (6) The Ground Lease (i) is not subject to any liens or encumbrances
      superior to, or of equal priority with, the Mortgage, other than the
      ground lessor's fee interest and Title Exceptions or (ii) is subject to a
      subordination, non-disturbance and attornment agreement to which the
      mortgagee on the lessor's fee interest in the Mortgaged Property is
      subject.

            (7) The mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under the ground lease) to cure any curable default under such
      Ground Lease after receipt of notice of such default before the lessor
      thereunder may terminate such Ground Lease.

            (8) Such Ground Lease has an original term (together with any
      extension options, whether or not currently exercised, set forth therein
      all of which can be exercised by the mortgagee if the mortgagee acquires
      the lessee's rights under the Ground Lease) that extends not less than 20
      years beyond the Stated Maturity Date or if such Mortgage Loan is fully
      amortizing, extends not less than 10 years after the amortization term for
      the Mortgage Loan.

            (9) Under the terms of the Ground Lease and the related Mortgage
      Loan documents (including, without limitation, any estoppel or consent
      letter received by the mortgagee from the lessor), taken together, any
      related insurance proceeds or condemnation award (other than de minimis
      amounts for minor casualties or in respect of a total or substantially
      total loss or taking) will be applied either to the repair or restoration
      of all or part of the related Mortgaged Property, with the mortgagee or a
      trustee appointed by it having the right to hold and disburse such
      proceeds as repair or restoration progresses, or to the payment or
      defeasance of the outstanding principal balance of the Mortgage Loan,
      together with any accrued interest (except in cases where a different
      allocation would not be viewed as commercially unreasonable by any
      commercial mortgage lender, taking into account the relative duration of
      the ground lease and the related Mortgage and the ratio of the market
      value of the related Mortgaged Property to the outstanding principal
      balance of such Mortgage Loan).

            (10) The Ground Lease does not restrict the use of the related
      Mortgaged Property by the lessee or its successors or assigns in a manner
      that would materially adversely affect the security provided by the
      related mortgage.

            (11) The Ground Lease does not impose any restrictions on subletting
      that would be viewed as commercially unreasonable by a prudent commercial
      mortgage lender.

            (12) The ground lessor under such Ground Lease is required to enter
      into a new lease upon termination of the Ground Lease for any reason,
      including the rejection of the Ground Lease in bankruptcy.

(48)  With respect to each Mortgage Loan in the Multifamily Loan Group:

            A. Location of Properties. Each Mortgaged Property securing a
Mortgage in the Multifamily Loan Group is located in the United States or in its
territories (Puerto Rico, the U.S. Virgin Islands, Guam).

            B. Number of Units. Each Mortgage in the Multifamily Loan
Group is secured by a Mortgaged Property or properties each of which contains at
least five dwelling units.

            C. Construction Completed. Each Mortgaged Property financed by a
Mortgage in the Multifamily Loan Group that is secured by a newly-constructed
property has achieved a percentage of physical occupancy of more than 65% as
indicated in Annex C-1 to the Prospectus Supplement.

            D. Dwelling Units. For each Mortgaged Property financed by a
Mortgage in the Multifamily Loan Group, a certificate of occupancy has been
collected or confirmation that the certificate of occupancy has been issued by
the appropriate authority has been obtained.

            E. Mixed Use Properties. Mortgages in the Multifamily Loan Group are
secured by properties that have both a housing component and a non-housing
component meet all of the following requirements:

                  (A)   The physical plan consists of:

                              (1)   A single structure; or

                              (2)   Multiple Structures, some of which contain
                                    mixed uses but none of which is entirely
                                    non-residential; or

                              (3)   Multiple structures most of which are
                                    entirely residential, but one or a small
                                    number of which consist of retail stores
                                    primarily intended to serve residents of the
                                    project.

                  (B) The aggregate gross commercial income does not exceed 20%
            of the estimated total gross income.

            F. RV parks. The Multifamily Loan Group contains no Mortgages on
manufactured housing parks where the aggregate gross income from homesites for
dwelling units that are not permanently attached to homesites, such as
recreational vehicles, does not exceed 20% of the estimated total gross income.

            G. Property Types. Except for any portion of a Mortgaged Property
that contains non-residential uses identified in paragraph E above, all of the
properties securing the Mortgages in the Multifamily Loan Group are being
operated as multifamily rental housing (which may include student housing,
seniors housing as described above, or mixed-use properties as described above),
cooperative housing or manufactured housing parks and none of the properties
securing the Mortgages in the Multifamily Loan Group are hotel properties or
provide daily rentals.

            H. Use. The Mortgage Loan documents for each mortgage in the
Multifamily Loan Group contain covenants that prohibit a change of use of the
Mortgaged Property securing such mortgage without the mortgagee's prior consent.

<PAGE>

                                 Exhibit B-23-1

               List of Mortgage Loans with Current Mezzanine Debt

       LOAN #       MORTGAGE LOAN

         15         Lynnewood Gardens: $6,500,000 subordinate preferred equity.


<PAGE>

                                 Exhibit B-23-2

               List of Cross-Collateralized and Cross-Defaulted Mortgage Loans

      LOAN #        MORTGAGE LOAN

      150, 151      KLC Shopping Center, Normandy Center



<PAGE>

                                  Exhibit B-24

      List of Mortgage Loans with Post-Due Diligence Delivery Modifications

                                      None


<PAGE>

                                  Exhibit B-26

                  List of Mortgage Loans with Permitted Release
          in Connection with the Substitution of a Replacement Property

                                      None


<PAGE>

                                  Exhibit B-39

                Mortgage Loans Secured By A Leasehold Interest In
           All Or A Material Portion Of The Related Mortgaged Property



Loan No.       Mortgage Loan/ Mortgaged Property
   1           Shorenstein Portland Portfolio
   21          State House Square
   81          Plaza Rancho Del Oro Shopping Center
  148          3003 East Third Avenue


<PAGE>

                                    EXHIBIT C

           EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES




     Representation                              Description of Exception

        (8)               Loan No. 6 (2 Herald Square). The Mortgagor's fee
     Mortgage Lien        interest in the land is subject to a purchase option
                          in favor of the lessee under a ground lease, which
                          purchase option cannot be exercised until the Mortgage
                          Loan is prepayable or defeasible. During the term of
                          the Mortgage Loan, all proceeds from the lessee's
                          exercise of its purchase option are to be required to
                          be applied to prepayment or defeasance of the Mortgage
                          Loan, as applicable.

                          Loan No. 32 (Rosemont Commons). A tenant at the
                          Mortgaged Property (Wal-Mart) has the right under its
                          lease to expand its leased premises and build an
                          addition (the "Addition"). If it does so, the
                          Mortgagor would have the right to purchase the
                          Addition, in which event the Addition would become
                          part of the Mortgaged Property. If the Addition is
                          built and the Mortgagor elects not to purchase it, the
                          small portion of land underneath the Addition (which
                          was not considered material for purposes of
                          underwriting the Mortgage Loan) must be carved out
                          into a separate tax parcel. The mortgagee has agreed
                          to subordinate its Mortgage on such parcel to the lien
                          of a mortgage on Wal-Mart's leasehold estate. The
                          mortgagee has agreed to consent to certain reciprocal
                          easement agreements between the Mortgagor and the
                          owner of a parcel called "Church Parcel".

                          Loan No. 100 (Westside Plaza). The Mortgagor has the
                          right to (x) execute and deliver a ground lease in
                          respect of that certain unimproved portion of the
                          Mortgaged Property released pursuant to the loan
                          documents and (y) record a memoranda thereof for
                          purposes of the future commercial development thereof
                          by a person that is not an existing tenant or
                          affiliated with an existing tenant of the Mortgaged
                          Property. The mortgagee is required to execute and
                          deliver a subordination of the Mortgagee in respect to
                          such ground lease affecting such area in form and
                          substance reasonably satisfactory to a prudent
                          commercial lender. The mortgagor has the right to
                          construct improvements on the released parcel for a
                          commercial user, subject to the satisfaction of
                          certain conditions set forth in the Mortgage Loan
                          documents.

                          Loan No. 180 (Three Rivers Office). The City of La
                          Crosse has a lien on the Mortgaged Property to secure
                          Mortgagor's obligations to perform with respect to a
                          tax incentive agreement and in accordance with the
                          related development agreement. Notwithstanding the
                          subordination of the lien to the Mortgage, the City
                          has reserved any rights to partially foreclose to the
                          extent of its lien interest securing obligations to
                          perform in lieu of tax payment.

          (13)            Loan No. 1 (Shorenstein Portland Portfolio), Loan No.
       Insurance          6 (2 Herald Square), Loan No. 15 (Lynnewood Gardens),
                          Loan No. 17 (CARS Chauncey Ranch) and Loan No. 21
                          (State House Square). With respect to each of these
                          Mortgage Loans, the related Mortgage Loan documents do
                          not expressly provide that the mortgagee may purchase
                          insurance at the Mortgagor's expense if the Mortgagor
                          fails to maintain insurance; however, one of the
                          remedies available to the mortgagee upon an event of
                          default under the related Mortgage Loan documents (and
                          failure to maintain required insurance is an event of
                          default under the related Mortgage Loan documents) is
                          the mortgagee's right to cure such event of default,
                          and the Mortgagor is responsible for payment of the
                          mortgagee's costs and expenses in connection with such
                          cure.

                          Loan No. 95 (Drug Store Portfolio). The Mortgaged
                          Property located in Bedford, Texas was not insured
                          against terrorism in accordance with the Mortgage Loan
                          documents as of the closing date of the Mortgage Loan.
                          The guarantor has agreed to provide a guarantee
                          against any losses from terrorism until terrorism
                          coverage is purchased in accordance with the
                          requirements of the related Mortgage Loan documents.

          (23)            Loan No. 131 (Quail Plaza). Provisions have been made
    Transfers and         to allow the real parties in interest to complete a
  Subordinate Debt        so-called "reverse exchange," provided the same is
                          consummated not later than November 15, 2007. The
                          Mortgagor and the mortgagee have entered into an
                          Exchange Transfer Agreement under which the mortgagee
                          has pre-approved new owners/borrowers, guarantors, and
                          forms of loan documents and due diligence documents.
                          Upon consummation of the reverse exchange, the
                          Mortgaged Property will be owned by up to seven
                          tenants in common.

          (29)            Loan No. 40 (200 Meeting Street). SPE covenants
 Single Purpose Entity    (single asset, separateness) were waived with respect
                          to organizational documents of the managing member of
                          the Mortgagor.

                          Loan No. 57 (Park Building). The requirement for an
                          independent director was waived.

                          Loan No. 58 (Montvale Center). The requirement for an
                          independent director was waived. SPE covenants (single
                          asset, separateness) were waived with respect to
                          organizational documents of the managing member of the
                          Mortgagor.

                          Loan No. 69 (Marketplace at the Lakes). The
                          requirements for an independent director and delivery
                          of a non-consolidation opinion were waived.

          (38)            Loan No. 15 (Lynnewood Gardens) and Loan No. 21 (State
    Organization of       House Square).  The Mortgagors under these Mortgagees
Mortgagors; Affiliation   are affiliated.
with other Mortgagors
                          Loan No. 97 (Boulevard Center II) and Loan No. 184
                          (Gold Creek Marketplace). The Mortgagors of these
                          Mortgages have the same sponsor (Nick Studen, Jr.)

                          Loan No. 125 (15th & Spruce) and Loan No. 197 (1601
                          Pearl Street). The Mortgagors of these Mortgages have
                          the same sponsor (J Nold Midyette).

                          Loan No. 81 (Plaza Rancho Del Oro Shopping Center),
                          Loan No. 130 (Highlands Ranch Marketplace) and Loan
                          No. 198 (Desert Glen Center). The Mortgagors of these
                          Mortgages have the same sponsor (A&C Properties,
                          Inc.).

                          Loan No. 140 (Norman Silbert MAB) and Loan No. 158
                          (Centre Drive MAB). The Mortgagors of these Mortgages
                          have the same sponsor (Barry Gordon).

                          Loan No. 150 (KLC Shopping Center) and Loan No. 151
                          (Normandy Center). The Mortgagors of these Mortgages
                          have the same sponsor (Cesar Alvarez).

          (39)

  Fee Simple Interest     Loan No. 6 (2 Herald Square). The Mortgagor owns the
                          fee interest in the Mortgaged Property but the lessee
                          under a ground lease owns the improvements. Upon
                          termination of the ground lease, title to the
                          improvements reverts to the Mortgagor unless the
                          ground lease terminates pursuant to lessee's exercise
                          of the purchase option referenced in the exception to
                          (8) above.

                          Loan No. 21 (State House Square). The Mortgage Loan is
                          secured by the fee interest in certain parcels of the
                          Mortgaged Property and leasehold estate in certain
                          parcels of the Mortgaged Property.

                          Loan No. 81 (Plaza Rancho Del Oro Shopping Center).
                          The Mortgage Loan is secured by the fee interest in
                          Parcel A on the legal description to the related Deed
                          of Trust and leasehold estate in Parcel B on the legal
                          description to the related Deed of Trust.

          (40)            Loan No. 6 (2 Herald Square). The Mortgage Loan is
        Recourse          recourse only to  the Mortgagor.

                          Loan No. 38 (One Financial Plaza). The liability of
                          the guarantor is capped at $10,000,000.

                          Loan No. 48 (Ballantyne Resort). The Mortgage Loan is
                          recourse only to the Mortgagor.

                          Loan No. 58 (Montvale Center). The Mortgage Loan is
                          recourse only to the Mortgagor.

                          Loan No. 61 (Skypark Plaza Shopping Center). With
                          respect to the environmental non-recourse carve out,
                          each guarantor has no liability to the mortgagee for
                          any losses that arise or result, prior to October 31,
                          2016, from conditions, events or circumstances first
                          existing or occurring (as opposed to being first
                          discovered) on or prior to October 31, 2009, to the
                          extent the same are covered by that certain
                          Environmental Site Liability Policy No. 37312113
                          issued by Chubb Custom Insurance Company for the
                          benefit of the Mortgagor, so long as the Environmental
                          Policy remains in full force and effect and the
                          Mortgagor causes the mortgagee to be named an
                          additional insured as at interests may appear.

                          Loan No. 93 (Marketplace at South River Colony). A
                          non-recourse carve out relating to the violation of
                          applicable environmental laws or breaches of an
                          environmental covenant has been waived. In lieu
                          thereof, in the event environmental conditions
                          requiring remediation are discovered at any time in
                          the future, the Mortgagor is required to post, by way
                          of a cash flow sweep, funds into escrow in an amount
                          equal to 125% of the amount necessary to fund the
                          remediation.

                          Loan No. 117 (Plantation Plaza Shopping Center). The
                          requirement for a guarantor has been waived, and the
                          Mortgage Loan does not have a non-recourse carve out
                          guarantor. Loan No. 133 (Siskey Building). The
                          Mortgage Loan does not have a non-recourse carve out
                          guarantor.

                          Loan No. 134 (Gold's Gym). The Mortgage Loan has a
                          non-recourse carve out for environmental liability
                          only to the extent the mortgagee's losses are not
                          covered by the environmental insurance policy
                          delivered at closing or if such policy is not in
                          effect, but in either instance not to exceed $5
                          million.

                          Loan No. 147 (Joppatowne Plaza). The Mortgage Loan is
                          recourse only to the owner of the Mortgaged Property
                          and the borrower.

                          Loan No. 165 (53 Church Hill Road). The Mortgage Loan
                          is recourse to the guarantor only if there occurs a
                          collusive involuntary bankruptcy filing against the
                          borrower or any member of the borrower under the U.S.
                          Bankruptcy Code, or the Mortgaged Property or any part
                          thereof becomes an asset in any such proceeding.

                          Loan No. 172 (1000 Boulders Parkway). The guarantor's
                          liability with respect to any breach of environmental
                          covenants is capped at $500,000.

          (41)            Loan No. 48 (Ballantyne Resort). The Mortgaged
   Access; Tax Parcels    Property was assessed as part of a larger tax parcel.
                          The Mortgagor is obligated to cause its separation
                          effective for the next tax year.

                          Loan No. 90 (Southern Highlands Corporate Center). The
                          Mortgaged Property does not constitute a separate tax
                          parcel. However, the separation of the tax
                          parcels/creation of new parcels has automatically
                          occurred upon the recordation of the Financial Pad
                          deed (small excepted parcel). The deed was recorded in
                          February 2007, and a new tax parcel will be created
                          for the 2007/2008 tax year. The title company will
                          issue a separate tax parcel endorsement.

                          Loan No. 126 (530 New Waverly Place). The Mortgagor
                          has applied for creation of a separate tax lot but
                          approval has not yet been obtained. The mortgagee has
                          the right to collect tax on parcel that encompasses
                          the Mortgaged Property, as well as other property,
                          until the approval is obtained.

          (43)            Loan No. 40 (200 Meeting Street). The Mortgage Loan
      Defeasance          documents permit defeasance with any other securities
                          then permitted as defeasance collateral pursuant to
                          the guidelines and criteria of the rating agencies and
                          which does not cause any trust to fail to qualify as
                          REMIC, within the meaning of Section 860D of the
                          Internal Revenue Code of 1986, or otherwise may cause
                          non-compliance of such trust with the REMIC
                          requirements in effect at the time of the request for
                          defeasance.

          (47)            Loan No. 1 (Shorenstein Portland Portfolio). The
       Ground Lease       following exceptions apply to the ground lease for a
                          parking garage located on Congress Avenue in the City
                          of Portland with the appraised value of $200,000 (the
                          "Congress Ground Lease"):

          (2)             The Congress Ground Lease does not address whether the
                          Mortgagor's interest in the ground lease is assignable
                          to the mortgagee and its assigns.

          (3)             The Congress Ground Lease does not address whether it
                          may be amended, modified, cancelled or terminated
                          without the prior written consent of a leasehold
                          mortgagee.

          (6)             Any leasehold mortgage is subordinate to a mortgage on
                          the ground lessor's fee interest (as of the closing
                          date of the Mortgage Loan, there was no mortgage on
                          the ground lessor's fee interest).

          (7)             The Congress Ground Lease has limited mortgagee cure
                          rights.

          (8)             Congress Ground Lease expires in 2013, taking into
                          account the exercise of all extension options.

          (12)            Under the Congress Ground Lease, a leasehold mortgagee
                          has no express right to enter into a new lease
                          following termination or rejection of the existing
                          ground lease.

<PAGE>

                                    EXHIBIT D

                          FORM OF OFFICER'S CERTIFICATE

     Goldman Sachs Mortgage Company ("Seller") hereby certifies as follows:

      1.    All of the representations and warranties (except as set forth on
            Schedule C) of the Seller under the Mortgage Loan Purchase
            Agreement, dated as of July 1, 2007 (the "Agreement"), between GS
            Mortgage Securities Corporation II and Seller, are true and correct
            in all material respects on and as of the date hereof with the same
            force and effect as if made on and as of the date hereof.

      2.    The Seller has complied in all material respects with all the
            covenants and satisfied all the conditions on its part to be
            performed or satisfied under the Agreement on or prior to the date
            hereof and no event has occurred which would constitute a default
            under the Agreement.

      3.    Neither the Prospectus, dated June 13, 2007, as supplemented by the
            Prospectus Supplement, dated June 21, 2007 (collectively, the
            "Prospectus"), relating to the offering of 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 nor the
            Offering Circular, dated June 21, 2007 (the "Offering Circular"),
            relating to the offering of 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, in the case of the Prospectus
            and the Prospectus Supplement, as of the date of the Prospectus
            Supplement or as of the date hereof, or the Offering Circular, as of
            the date of thereof or as of the date hereof, included or includes
            any untrue statement of a material fact relating to the Mortgage
            Loans or omitted or omits to state therein a material fact necessary
            in order to make the statements therein relating to the Mortgage
            Loans, in light of the circumstances under which they were made, not
            misleading.

            Capitalized terms used herein without definition have the meanings
given them in the Agreement.

                    [SIGNATURE APPEARS ON THE FOLLOWING PAGE]


<PAGE>

Certified this [______] day of [____________], 2007.



                                               GOLDMAN SACHS MORTGAGE COMPANY


                                               By:  ____________________________
                                                    Name:
                                                    Title:

<PAGE>

                                    EXHIBIT E

                              FORM OF LEGAL OPINION

            (b) The Seller is a [_______________], duly organized, validly
existing and in good standing under the laws of the State of [_______________]
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
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 its ability to perform its obligations
thereunder, and the Seller has taken all necessary action to authorize the
execution, delivery and performance of the Mortgage Loan Purchase Agreement and
the Indemnification Agreement (collectively, the "Operative Documents"), and has
duly executed and delivered the Operative Documents, and has the power and
authority to execute, deliver and perform under the Operative Documents and all
the transactions contemplated thereby, including, but not limited to, the power
and authority to sell, assign, transfer, set over and convey the Mortgage Loans
in accordance with the Mortgage Loan Purchase Agreement;

            (c) 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);

            (d) The execution and delivery of each Operative Document by the
Seller and the performance of its obligations 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;

            (e) 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;

            (f) 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 would
materially and adversely affect the condition (financial or other) or operations
of the Seller or its properties or might have consequences that would materially
and adversely affect its performance under any Operative Document;

            (g) 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 thereby, other
than those which have been obtained by the Seller;

            (h) To our knowledge, considered in light of our understanding of
applicable law and the experience we have gained through our practice, nothing
has come to our attention in the course of our review of the Prospectus and
Prospectus Supplement in relation to the sale of the Mortgage Loans, which
causes us to believe that (i) the Prospectus, at the date thereof or at the date
hereof, contained an untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, which untrue statement or omission arises out of, or is
based upon, information concerning the Mortgage Loans set forth in the
Prospectus, or (ii) the Prospectus Supplement, at the date thereof or at the
date hereof, contains an untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading, which untrue statement or omission arises out
of, or is based upon, information concerning the Mortgage Loans set forth in the
Prospectus Supplement, it being understood that we express no view as to any
information incorporated by reference in the Prospectus or Prospectus Supplement
or as to the adequacy or accuracy of the financial, numerical, statistical or
quantitative information included in the Prospectus or Prospectus Supplement.

            (i) We hereby advise you that, in the course of the representation
referred to above and our examination of the time of sale information,
considered in light of our understanding of applicable law and the experience we
have gained through our practice, no facts came to our attention that cause us
to believe that as of the time of sale, the time of sale information (taken as a
whole) included an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; it being
understood that we express no view as to (1) any blanks or bracketed items in
the time of sale information for pricing terms, (2) any information incorporated
by reference in the time of sale information or (3) the adequacy or accuracy of
(i) any financial, numerical, statistical or computational information included
in or omitted from the time of sale information or (ii) any information
contained in or omitted from any computer disk, CD-ROM or other electronic media
accompanying the time of sale information.

            (j) Insofar as it related to the Seller and the Mortgage Loans
(including without limitations the related borrowers and mortgaged properties)
being sold by the Seller, the Prospectus Supplement, as of its date (with the
exception of any information incorporated by reference therein and any
numerical, financial, statistical and computational information included
therein, as to which we express no view), appeared on its face to be
appropriately responsive in all material respects to the applicable requirements
of Regulation AB under the Securities Act of 1933, as amended.