Initial Note A-1 Holder (Prior to Securitization of Note A-1): Xxxxxxx Sachs Mortgage Company 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxxx Fax number: (000) 000-0000 Email: xxxx.xxxxxxx@xx.xxx with a copy to: Xxxxxxx Sachs Mortgage Company 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxx Fax number: (000) 000-0000 Email: xxxxx.xxxxxxxx@xx.xxx with a copy to: Xxxxxxx Sachs Mortgage Company 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attention: Xxx Xxxxxxx Fax number: (000) 000-0000 Email: xxx.xxxxxxx@xx.xxx (Following Securitization of Note A-1):
(i) Depositor: GS Mortgage Securities Corporation II 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxxx Facsimile number: (000) 000-0000 Email: xxxx.xxxxxxx@xx.xxx with copies to: Xxxxx Xxxxxxxx Facsimile number: (000) 000-0000 Email: xxxxx.xxxxxxxx@xx.xxx and Xxx Xxxxxxx Facsimile number: (000) 000-0000 Email: xxx.xxxxxxx@xx.xxx
(ii) Master Servicer: Midland Loan Services, a Division of PNC Bank, National Association 00000 Xxxxxx Xxxxxx, Suite 700 Overland Park, Kansas 66210 Attention: Executive Vice President – Division Head Facsimile number: (000) 000-0000 Email: XxxxxxXxxxx@xxxxxxxxx.xxx with a copy to: Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP 000 Xxxxx Xxxxxx, XX, Xxxxx 000 Xxxxxxxxxx, XX 00000-0000 Attn: Xxxx X. Xxxxx Facsimile number: (000) 000-0000
(iii) Special Servicer: Xxxxx Fargo Bank, National Association Commercial Mortgage Special Servicing MAC D1086 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: GS 2015-GS1 Special Servicing – Xxxxxx Xxxxxxxxxx with a copy to: Xxxxx Fargo Bank, National Association Legal Department 000 Xxxxx Xxxxxxx Xxxxxx X0000-000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Commercial Mortgage Servicing Legal Support with a copy to: K&L Gates LLP Hearst Tower 000 Xxxxx Xxxxx Xxxxxx Charlotte, North Carolina 28202 Attention: Xxxxx X. Xxxxxxxxx Facsimile number: (000) 000-0000
(iv) Trustee: Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx, 00000 Attention: Account Name – GSMS 2015-GS1 Facsimile number: (000) 000-0000 Email: xxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx
(v) Certificate Administrator: Xxxxx Fargo Bank, National Association 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: CMBS – GS 2015-GS1 Email: xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx; xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
(vi) Operating Advisor: Situs Holdings, LLC 0 Xxxxxxxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxxx, Vice President Email: Xxxxxx.Xxxxxxxxx@xxxxx.xxx with a copy to: Situs Holdings, LLC 0000 Xxxxxxxxx Xxxxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxx Xxxxxx, Associate General Counsel with a copy to: Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP 0000 Xxxxxxxxx Xxxxxx XX, Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Xxx X. Xxxx Facsimile number: (000) 000-0000 Email: xxxxx@xxxxxxxxxxxxxxxxxx.xxx
Initial Note A-2 Holder (Prior to Securitization of Note A-2): Following Securitization of Note A-2 the applicable notice addresses set forth in the related Securitization Servicing Agreement.
Initial Note A-3 Holder (Prior to Securitization of Note A-3): Following Securitization of Note A-3 the applicable notice addresses set forth in the related Securitization Servicing Agreement.
Initial Notes On the Issue Date, there will be originally issued four hundred million dollars ($400,000,000) aggregate principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial Notes.”
Additional Notes; Repurchases The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.
Conversion of Multiple Notes by a Single Holder If a Holder converts more than one (1) Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will (in the case of any Global Note, to the extent permitted by, and practicable under, the Depositary Procedures) be computed based on the total principal amount of Notes converted on such Conversion Date by such Holder.
Rights Certificate Holder Not Deemed a Shareholder No holder, as such, of any Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose to be the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been exercised in accordance with the provisions hereof.
Right Certificate Holder Not Deemed a Shareholder No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof.
Adjustments Affecting Registrable Notes The Issuers shall not, directly or indirectly, take any action with respect to the Registrable Notes as a class that would adversely affect the ability of the Holders of Registrable Notes to include such Registrable Notes in a registration undertaken pursuant to this Agreement.
Rights Certificate Holder Not Deemed a Stockholder No holder, as such, of any Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose to be the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as specifically provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been exercised in accordance with the provisions hereof.
