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 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-1 Holder (Prior to Securitization of Note A-1): Xxxxxxx Xxxxx 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: Xxxxxxx Xxxxxxx Street LLP 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx Xxxx, Xxxxxxxx 00000-0000 Attention: Xxxxx X. Xxxxx Fax number: (000) 000-0000
(iii) General Special Servicer: Rialto Capital Advisors, LLC 000 XX 000xx Xxxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxx Facsimile number: (000) 000-0000 Email: xxxx.xxxxxx@xxxxxxxxxxxxx.xxx with copies to: Xxxx Xxxxxxxx Facsimile number: (000) 000-0000 Email: xxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx; Xxxxx Xxxx Facsimile number: (000) 000-0000 Email: xxxxx.xxxx@xxxxxxxxxxxxx.xxx; Xxxx Xxxxxx facsimile number (000) 000-0000 Email: xxxx.xxxxxx@xxxxxxxxxxxxx.xxx
(iv) 000 Xxxx Xxxxxxx Special Servicer: Trimont Real Estate Advisors, LLC One Alliance Center 0000 Xxxxxx Xxxx, Xxx. X0 Xxxxxxx, Xxxxxxx 00000 Attention: Special Servicing Email: XXXX_Xxxxxxxxx@Xxxxxxxxxx.xxx with a copy to: Xxxxxx & Bird LLP 0000 X. Xxxxxxx St., Floor 18 Dallas, Texas 75201 Attention: Xxxxxxx X. Xxxxxxx, Esq.
(v) Trustee and Certificate Administrator: Xxxxx Fargo Bank, National Association 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000-0000 Attention: Corporate Trust Services (CMBS), GS Mortgage Securities Trust 2016-GS3 Email: xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx; xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
(vii) Operating Advisor and Asset Representations Reviewer: Pentalpha Surveillance LLC 000 X. Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxx Xxxx 00000 Attention: Xxx Xxxxx, Chief Operating Officer Email: xxx.xxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx; xxxxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx with a copy to: Bass, Xxxxx & Xxxx PLC 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxx X. Xxxxxx Email: xxxxxxx@xxxxxxxxx.xxx
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.
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.”
Exchange Notes The 6.500% Notes due 2029 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.
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.
Additional Notes (a) The Issuer may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to:
(i) the Issue Date;
(ii) the amount of interest payable on the first Interest Payment Date therefor;
(iii) the issue price; and
(iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h).
(b) With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information:
(i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;
(ii) the Issue Date and the issue price of such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notes; and
(iii) whether such Additional Notes will be subject to transfer restrictions under the Securities Act (or other applicable securities laws).
Each Exchange Note Separate; Assignees of Exchange Note Each party hereto acknowledges and agrees (and each holder or pledgee of the 2020-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2020-B Exchange Note or the related 2020-B Reference Pool shall be enforceable against such 2020-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 2020-B Exchange Note or any 2020-B Lease or 2020-B Vehicle included in the 2020-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 2020-B Exchange Note transferred hereunder which is related to the 2020-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2020-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2020-B Exchange Note or the related 2020-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 2020-B Exchange Note related to the 2020-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2020-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2020-B Reference Pool or, the 2020-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.