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.
Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes The Trustee, any Paying Agent, any Conversion Agent, Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar.
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.”
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.
Co-Transfer Agents The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Holders or persons entitled to such Receipts and will be entitled to protection and indemnity, in each case to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary. Each co-transfer agent appointed under this Section 2.5 (other than the Depositary) shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement.
Additional Secured Parties The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender or L/C Issuer party hereto as long as, by accepting such benefits, such Secured Party agrees, as among Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by Agent, shall confirm such agreement in a writing in form and substance acceptable to Agent) this Article VIII, Section 9.3, Section 9.9, Section 9.10, Section 9.11, Section 9.17, Section 9.24 and Section 10.1 (and, solely with respect to L/C Issuers, Section 1.1(c)) and the decisions and actions of Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound; provided, however, that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 8.8 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of pro rata share or similar concept, (b) each of Agent, the Lenders and the L/C Issuers party hereto shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (c) except as otherwise set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.
Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.
Resignation as L/C Issuer or Swingline Lender after Assignment Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swingline Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
