EXHIBIT 99.1
Greenwich Capital Commercial Funding Corp.,
as Depositor
and
GMAC Commercial Mortgage Corporation,
as Master Servicer
and
GMAC Commercial Mortgage Corporation,
as Special Servicer
and
LaSalle Bank National Association,
as Trustee
and
ABN AMRO Bank N.V.,
as Fiscal Agent
POOLING AND SERVICING AGREEMENT
Dated as of February 10, 2005
------------------------------------------------
$3,591,930,613
Commercial Mortgage Trust 2005-GG3,
Commercial Mortgage Pass-Through Certificates,
Series 2005-GG3
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01 Defined Terms................................................
Section 1.02 General Interpretive Principles..............................
Section 1.03 Certain Adjustments to the Principal Distributions on the
Certificates................................................
Section 1.04 Certain Calculations Relating to REO Loans...................
Section 1.05 Certain Matters with respect to the 1370 Avenue of the
Americas Loan Group.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Creation of Trust; Conveyance of Mortgage Loans..............
Section 2.02 Acceptance of Trust Fund by Trustee..........................
Section 2.03 Repurchase of Mortgage Loans for Document Defects and
Breaches of Representations and Warranties..................
Section 2.04 Representations, Warranties and Covenants of the Depositor...
Section 2.05 Execution of Certificates; Issuance of Uncertificated
Lower-Tier Interests........................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01 Administration of the Loans..................................
Section 3.02 Collection of Loan Payments..................................
Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Reserve Accounts........................
Section 3.04 Pool Custodial Account, Defeasance Deposit Account,
Distribution Account, Interest Reserve Account and
Excess Liquidation Proceeds Account.........................
Section 3.04A Loan Group Custodial Account.................................
Section 3.05 Permitted Withdrawals From the Pool Custodial Account,
the Distribution Account, the Interest Reserve Account
and the Excess Liquidation Proceeds Account.................
Section 3.05A Permitted Withdrawals From the Loan Group Custodial
Account.....................................................
Section 3.05B Loss of Value Reserve Fund...................................
Section 3.06 Investment of Funds in the Servicing Accounts, the
Reserve Accounts, the Defeasance Deposit Account, the
Custodial Accounts and the REO Accounts.....................
Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage; Environmental Insurance..............
Section 3.08 Enforcement of Due-on-Sale and Due on Encumbrance
Provisions..................................................
Section 3.09 Realization Upon Defaulted Loans; Required Appraisals;
Appraisal Reduction Calculation.............................
Section 3.10 Trustee and Custodian to Cooperate; Release of Mortgage
Files.......................................................
Section 3.11 Servicing Compensation; Payment of Expenses..................
Section 3.12 Certain Matters Regarding Servicing Advances.................
Section 3.13 Property Inspections; Collection of Financial Statements;
Delivery of Certain Reports.................................
Section 3.13A Delivery of Certain Reports to the Companion Loan
Noteholders.................................................
Section 3.13B Statements to the Companion Loan Noteholders.................
Section 3.14 Annual Statement as to Compliance............................
Section 3.15 Reports by Independent Public Accountants....................
Section 3.16 Access to Certain Information................................
Section 3.17 Title to REO Property; REO Accounts..........................
Section 3.18 Management of REO Property...................................
Section 3.19 Sale of Mortgage Loans and REO Properties....................
Section 3.20 Additional Obligations of the Master Servicer;
Obligations to Notify Ground Lessors; the Special
Servicer's Right to Request the Master Servicer to Make
Servicing Advances..........................................
Section 3.21 Modifications, Waivers, Amendments and Consents;
Defeasance..................................................
Section 3.22 Transfer of Servicing Between Master Servicer and Special
Servicer; Record Keeping....................................
Section 3.23 Sub-Servicing Agreements.....................................
Section 3.24 Representations and Warranties of the Master Servicer........
Section 3.25 Representations and Warranties of the Special Servicer.......
Section 3.26 Certain Matters Regarding the Purchase of the Loan Group
Trust Mortgage Loans........................................
Section 3.27 Application of Default Charges...............................
Section 3.28 Limitations on and Authorizations of the Master Servicer
and Special Servicer with Respect to Specific Mortgage
Loans.......................................................
Section 3.29 Additional Matters with respect to Mall St. Xxxxxxxx
Mortgage Loan and North Star Mall Mortgage Loan.............
Section 3.30 Additional Matters with respect to the 1370 Avenue of the
Americas Loan Group.........................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS
Section 4.01 Distributions................................................
Section 4.02 Statements to Certificateholders; CMSA Loan Periodic
Update File.................................................
Section 4.03 P&I Advances.................................................
Xxxxxxx 0.00X X&X Advances on the Loan Group Trust Mortgage Loans..........
Section 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses....................................................
Section 4.05 Various Reinstatement Amounts................................
Section 4.06 Calculations.................................................
Section 4.07 Use of Agents................................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.............................................
Section 5.02 Registration of Transfer and Exchange of Certificates........
Section 5.03 Book-Entry Certificates......................................
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.05 Persons Deemed Owners........................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER,
THE SPECIAL SERVICER AND THE DIRECTING HOLDER
Section 6.01 Liability of Depositor, Master Servicer and Special
Servicer....................................................
Section 6.02 Continued Qualification and Compliance of Master
Servicer; Merger, Consolidation or Conversion of
Depositor, Master Servicer or Special Servicer..............
Section 6.03 Limitation on Liability of Depositor, Master Servicer and
Special Servicer............................................
Section 6.04 Resignation of Master Servicer and the Special Servicer......
Section 6.05 Rights of Depositor, Trustee and the Companion Loan
Noteholders in Respect of the Master Servicer and the
Special Servicer............................................
Section 6.06 Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee......................................
Section 6.07 Depositor, Special Servicer and Trustee to Cooperate with
Master Servicer.............................................
Section 6.08 Depositor, Master Servicer and Trustee to Cooperate with
Special Servicer............................................
Section 6.09 Termination and Designation of Special Servicer by the
Directing Holder............................................
Section 6.10 Master Servicer or Special Servicer as Owner of a
Certificate.................................................
Section 6.11 Certain Powers of the Directing Holder.......................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default............................................
Section 7.02 Trustee to Act; Appointment of Successor.....................
Section 7.03 Notification to Certificateholders...........................
Section 7.04 Waiver of Events of Default..................................
Section 7.05 Additional Remedies of Trustee Upon Event of Default.........
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee............................................
Section 8.02 Certain Matters Affecting Trustee............................
Section 8.03 Trustee and Fiscal Agent Not Liable for Validity or
Sufficiency of Certificates or Loans........................
Section 8.04 Trustee and Fiscal Agent May Own Certificates................
Section 8.05 Fees and Expenses of Trustee; Indemnification of and by
Trustee.....................................................
Section 8.06 Eligibility Requirements for Trustee.........................
Section 8.07 Resignation and Removal of Trustee...........................
Section 8.08 Successor Trustee............................................
Section 8.09 Merger or Consolidation of Trustee and Fiscal Agent..........
Section 8.10 Appointment of Co-Trustee or Separate Trustee................
Section 8.11 Appointment of Custodians....................................
Section 8.12 Appointment of Authenticating Agents.........................
Section 8.13 Appointment of Tax Administrators............................
Section 8.14 Access to Certain Information................................
Section 8.15 Reports to the Securities and Exchange Commission and
Related Reports.............................................
Section 8.16 Representations and Warranties of Trustee....................
Section 8.17 The Fiscal Agent.............................................
Section 8.18 Representations and Warranties of Fiscal Agent...............
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or Liquidation of All
Mortgage Loans..............................................
Section 9.02 Additional Termination Requirements..........................
ARTICLE X
ADDITIONAL TAX PROVISIONS
Section 10.01 REMIC Administration.........................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement; Counterparts.......................
Section 11.03 Limitation on Rights of Certificateholders and the
Companion Loan Noteholders..................................
Section 11.04 Governing Law; Consent to Jurisdiction.......................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Grant of a Security Interest.................................
Section 11.08 Xxxxxx Act...................................................
Section 11.09 Successors and Assigns; Beneficiaries........................
Section 11.10 Article and Section Headings.................................
Section 11.11 Notices to Rating Agencies...................................
Section 11.12 Global Opinions..............................................
Section 11.13 Complete Agreement...........................................
SCHEDULES AND EXHIBITS
Schedule No. Schedule Description
------------ --------------------
I Mortgage Loan Schedule
II Schedule of Exceptions to Mortgage File Delivery
III Environmentally Insured Mortgage Loans
IV Class XP Reference Rate Schedule
V Schedule of Initial Directing Holder For Each Loan Group
VI Supplemental Servicer Schedule
VII Primary Serviced Loans
VIII Class A-AB Planned Principal Balance Schedule
Exhibit No. Exhibit Description
----------- -------------------
A-1 Form of Class [A-1] [A-2] [A-3] [A-AB] [A-1-A] Certificate
A-2 Form of Class [XP] [XC] Certificate
A-3 Form of Class [A-4] [A-J] [B] [C] [D] [E] Certificate
A-4 Form of Class [F] [G] Certificate
A-5 Form of Class [H] Certificate
A-6 Form of Class [J] [K] [L] [M] [N] [O] [P] Certificate
A-7 Form of Class [R-I] [R-II] Certificate
B Form of Distribution Date Statement
C Form of Custodial Certification
D-1 Form of Master Servicer Request for Release
D-2 Form of Special Servicer Request for Release
E Form of Loan Payoff Notification Report
F-1 Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
F-2A Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2B Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2C Form of Transferee Certificate for Transfers of Interests in Rule
144A Global Certificates
F-2D Form of Transferee Certificate for Transfers of Interests in
Regulation S Global Certificates
G Form I of Transferee Certificate in Connection with ERISA
(Definitive Non-Registered Certificates)
H-1 Form of Transfer Affidavit and Agreement regarding Residual
Interest Certificates
H-2 Form of Transferor Certificate regarding Residual Interest
Certificates
I-1 Form of Notice and Acknowledgment
I-2 Form of Acknowledgment of Proposed Special Servicer
J Reserved
K Sub-Servicers in respect of which Sub-Servicing Agreements are in
effect or being negotiated as of the Closing Date
L Form of Defeasance Certification
M-1 Form of Trustee Backup Certification
M-2 Form of Master Servicer Backup Certification to be Provided to
Depositor
M-3 Form of Special Servicer Backup Certification to be Provided to
Depositor
N Form of Confidentiality Agreement
This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of February 10, 2005, among GREENWICH CAPITAL COMMERCIAL FUNDING
CORP., as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer,
GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer, LASALLE BANK NATIONAL
ASSOCIATION, as Trustee and ABN AMRO BANK N.V., as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell the Certificates, which are to be
issued hereunder in multiple Classes and which in the aggregate will evidence
the entire beneficial ownership interest in the Trust Fund.
CERTIFICATES
Original Class
Approx. Principal Balance
Initial (or Notional
Class Pass-Through Rate Amount) Original Rating
Designation (per annum) at Initial Issuance S&P/Xxxxx'x(1)
----------- ----------------- ------------------- --------------
Class A-1 3.91900% $117,510,000 AAA/Aaa
Class A-2 4.30500% $1,112,085,000 AAA/Aaa
Class A-3 4.56900% $562,418,000 AAA/Aaa
Class A-AB 4.61900% $159,047,000 AAA/Aaa
Class A-4 4.79900% $783,022,000 AAA/Aaa
Class A-1-A 4.50900% $139,462,000 AAA/Aaa
Class A-J 4.85900% $228,986,000 AAA/Aaa
Class B 4.89400% $112,247,000 AA/Aa2
Class C 4.91300% $40,410,000 AA-/Aa3
Class D 4.98600% $58,368,000 A/A2
Class E 5.08700% $35,920,000 A-/A3
Class F 5.28700% $44,899,000 BBB+/Baa1
Class G 5.43700% $35,919,000 BBB/Baa2
Class H 5.43745% $40,409,000 BBB-/Baa3
Class J 4.68500% $8,980,000 BB+/Ba1
Class K 4.68500% $13,470,000 BB/Ba2
Class L 4.68500% $17,960,000 BB-/Ba3
Class M 4.68500% $13,469,000 B+/B1
Class N 4.68500% $8,980,000 B/B2
Class O 4.68500% $13,470,000 B-/B3
Class P 4.68500% $44,899,613 NR/NR
Class XP 0.80159% $3,422,677,000(3) AAA/Aaa
Class XC 0.08180% $3,591,930,613(3) AAA/Aaa
Class R-I N/A(4) N/A(4) NR/NR
Class R-II N/A(4) N/A(4) NR/NR
------------
(1) "NR" indicates that the Class of Certificates has not been rated by the
applicable Rating Agency.
(2) The Pass-Through Rates for the Class XP and Class XC Certificates will be
a variable rate per annum as set forth herein.
(3) The Class XP and Class XC Certificates will not have a Class Principal
Balance and will not entitle their Holders to receive distributions of
principal. The Class XP and Class XC Certificates will each have a
Notional Amount as set forth herein.
(4) The Class R-I Certificates and Class R-II Certificates do not have a Class
Principal Balance or Notional Amount, do not bear interest and will not be
entitled to distributions of Net Prepayment Consideration. Any Available
Distribution Amount remaining in the Lower-Tier Distribution Account after
distributing the Lower-Tier Distribution Amount and Net Prepayment
Consideration shall be distributed to the Holders of the Class R-I
Certificates (but only to the extent of the Available Distribution Amount
for such Distribution Date, if any, remaining in the Lower-Tier
Distribution Account). Any Available Distribution Amount remaining in the
Upper-Tier Distribution Account, after all required distributions under
this Agreement have been made to each other Class of Certificates, will be
distributed to the Holders of the Class R-II Certificates.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the Mortgage Loans and certain other related
assets subject to this Agreement as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as the "Lower-Tier REMIC." The
Class R-I Certificates will represent the sole class of "residual interests" in
the Lower-Tier REMIC for purposes of the REMIC Provisions under federal income
tax law.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Uncertificated Lower-Tier Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as the "Upper-Tier REMIC." The Class R-II Certificates will evidence
the sole class of "residual interests" in the Upper-Tier REMIC for purposes of
the REMIC Provisions under federal income tax law. For federal income tax
purposes, each Class of the Regular Interest Certificates will be designated as
a separate "regular interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions under federal income tax law.
The following table sets forth the Class or Component designation,
the corresponding Uncertificated Lower-Tier Interest (the "Corresponding
Uncertificated Lower-Tier Interest"), the corresponding components of the Class
X Certificates (the "Corresponding Components"), if any, and the Original Class
Principal Balance for each Class of Principal Balance Certificates (the
"Corresponding Certificates").
Corresponding Original Corresponding
Original Class Uncertificated Lower-Tier Components of
Corresponding Principal Lower-Tier Principal Class X
Certificates Balance Interests(1) Amount Certificates(1)
------------ --------------- ------------ ---------- ---------------
Class A-1 $117,510,000.00
LA-1-1 $85,574,000 X-A-1-1
LA-1-2 $31,936,000 X-A-1-2
Class A-2 $1,112,085,000.00
LA-2-1 $45,300,000 X-A-2-1
LA-2-2 $77,715,000 X-A-2-2
LA-2-3 $74,735,000 X-A-2-3
LA-2-4 $73,874,000 X-A-2-4
LA-2-5 $251,528,000 X-A-2-5
LA-2-6 $440,290,000 X-A-2-6
LA-2-7 $148,643,000 X-A-2-7
Class A-3 $562,418,000.00
LA-3-1 $223,937,000 X-A-3-1
LA-3-2 $30,590,000 X-A-3-2
LA-3-3 $29,044,000 X-A-3-3
LA-3-4 $123,614,000 X-A-3-4
LA-3-5 $155,233,000 X-A-3-5
Class A-AB $159,047,000.00
LA-AB-1 $2,948,000 X-A-AB-1
LA-AB-2 $15,677,000 X-A-AB-2
LA-AB-3 $15,227,000 X-A-AB-3
LA-AB-4 $16,587,000 X-A-AB-4
LA-AB-5 $108,608,000 X-A-AB-5
Class A-4 $783,022,000.00
LA-4-1 $72,368,000 X-A-4-1
LA-4-2 $710,654,000 X-A-4-2
Class A-1-A $139,462,000.00
LA-1-A-1 $2,861,000 X-A-1-A-1
LA-1-A-2 $2,919,000 X-A-1-A-2
LA-1-A-3 $2,849,000 X-A-1-A-3
LA-1-A-4 $2,747,000 X-A-1-A-4
LA-1-A-5 $2,677,000 X-A-1-A-5
LA-1-A-6 $2,587,000 X-A-1-A-6
LA-1-A-7 $2,524,000 X-A-1-A-7
LA-1-A-8 $82,081,000 X-A-1-A-8
LA-1-A-9 $333,000 X-A-1-A-9
LA-1-A-10 $325,000 X-A-1-A-10
LA-1-A-11 $353,000 X-A-1-A-11
LA-1-A-12 $801,000 X-A-1-A-12
LA-1-A-13 $36,405,000 X-A-1-A-13
Class A-J $228,986,000.00
LA-J $228,986,000 X-A-J
Class B $112,247,000.00
LB $112,247,000 X-B
Class C $40,410,000.00
LC $40,410,000 X-C
Class D $58,368,000.00
LD-1 $3,951,000 X-D-1
LD-2 $18,399,000 X-D-2
LD-3 $17,718,000 X-D-3
LD-4 $15,408,000 X-D-4
LD-5 $2,892,000 X-D-5
Class E $35,920,000.00
LE-1 $20,779,000 X-E-1
LE-2 $15,141,000 X-E-2
Class F $44,899,000.00
LF-1 $7,887,000 X-F-1
LF-2 $30,614,000 X-F-2
LF-3 $6,398,000 X-F-3
Class G $35,919,000.00
LG-1 $11,409,000 X-G-1
LG-2 $24,510,000 X-G-2
Class H $40,409,000.00
LH-1 $18,258,000 X-H-1
LH-2 $22,151,000 X-H-2
Class J $8,980,000.00
LJ $8,980,000 X-J
Class K $13,470,000.00
LK-1 $5,958,000 X-K-1
LK-2 $7,512,000 X-K-2
Class L $17,960,000.00
LL $17,960,000 X-L
Class M $13,469,000.00
LM $13,469,000 X-M
Class N $8,980,000.00
LN $8,980,000 X-N
Class O $13,470,000.00
LO $13,470,000 X-O
Class P $44,899,613.00
LP $44,899,613 X-P
------------
(1) The Uncertificated Lower-Tier Interest and the Components of the Class X
Certificates that correspond to any particular Class of Principal Balance
Certificates also correspond to each other and, accordingly, constitute
the "Corresponding Uncertificated Lower-Tier Interest" and the
"Corresponding Components," respectively, with respect to each other.
The initial aggregate principal balance of the Uncertificated
Lower-Tier Interests will be $3,591,930,614.
There are seven Mortgage Loans included in the Trust Fund (as
identified in the table below) that are each part of a split loan structure, and
are each secured by the same Mortgage that also secures another mortgage loan or
loans in that split loan structure.
Each split loan structure, including all of the related notes that
are secured by the same Mortgage, is referred to herein as a "Loan Group." Each
Loan Group consists of (1) one or more "Loan Group Trust Mortgage Loans," which
is the portion of the Loan Group that is included as an asset of the Trust Fund
and (2) one or more "Companion Loans," which is the portion of the Loan Group
that is not included as an asset of the Trust Fund. Each Companion Loan may be
classified as either (1) a "Pari Passu Companion Loan," which is a Companion
Loan that is pari passu in right of payment with the related Loan Group Trust
Mortgage Loan in the same Loan Group or (2) a "Subordinate Companion Loan,"
which is a Companion Loan that is subordinate in right of payment to the related
Loan Group Trust Mortgage Loan in the same Loan Group. A Loan Group may contain
both Pari Passu Companion Loans and Subordinate Companion Loans. The term
"Mortgage Loan" as used in this Agreement will include the Loan Group Trust
Mortgage Loans.
The following table identifies the Loan Groups and their related
Loan Group Trust Mortgage Loans and Companion Loans:
Trust
Mortgage
Loan as a Aggregate
% of Initial Non-Trust Non-Trust Non-Trust
Trust Mortgage Mortgage Mortgage B Note Pari Passu
Mortgage Loan Loan Balance Pool Balance Loan Balance Balance Loan Balance
------------- ------------ ------------ ------------ ------- ------------
Grand Canal Shoppes at the Venetian.. $234,752,792(1) 6.5% $188,198,441(2) N/A $188,198,441 (3)
1440 Broadway........................ $225,000,000 6.2% $15,000,000 $15,000,000 N/A
Shops at Wailea...................... $112,000,000 3.1% $8,000,000 $8,000,000 N/A
2040 Main Street..................... $75,776,163 2.1% $11,964,657 $11,964,657 N/A
1370 Avenue of the Americas.......... $67,500,000 1.9% $82,500,000(4) N/A $82,500,000 (5)
Xxxxxxxx/Charlesbank Office
Portfolio.......................... $48,200,000 1.3% $4,500,000 $4,500,000 N/A
Toringdon II......................... $8,850,000 0.2% $550,000 $550,000 N/A
(TABLE CONTINUED)
Controlling
Pooling & Initial Initial
Servicing Master Special
Mortgage Loan Agreement(6) Servicer(7) Servicer(8)
------------- ------------ ----------- -----------
Grand Canal Shoppes at the Venetian.. 2004-GG2 Xxxxx Fargo Lennar
1440 Broadway........................ 2005-GG3 GMAC GMAC
Shops at Wailea...................... 2005-GG3 GMAC GMAC
2040 Main Street..................... 2005-GG3 GMAC GMAC
1370 Avenue of the Americas.......... (9) (9) (9)
Xxxxxxxx/Charlesbank Office
Portfolio.......................... 2005-GG3 GMAC GMAC
Toringdon II......................... 2005-GG3 GMAC GMAC
------------
(1) The Mortgage Loan that is secured by the Grand Canal Shoppes at the
Venetian Property is comprised of four separate pari passu Mortgage Notes.
The figures in this Agreement present this Mortgage Loan on an aggregate
basis unless otherwise indicated.
(2) This figure represents two pari passu Mortgage Loans in the aggregate
original principal amount of $190,000,000 that are not part of the
Mortgage Pool.
(3) Comprised of two separate pari passu Mortgage Notes.
(4) This figure represents two pari passu Mortgage Loans in the aggregate
original principal amount of $82,500,000 that are not part of the Mortgage
Pool.
(5) Comprised of two separate pari passu Mortgage Notes.
(6) 2005-GG3 refers to this Agreement. 2004-GG2 refers to the pooling and
servicing agreement entered into in connection with the GS Mortgage
Securities Corporation II, as depositor, Commercial Mortgage Pass-Through
Certificates Series 2004-GG2.
(7) Xxxxx Fargo refers to Xxxxx Fargo Bank, National Association and GMAC
refers to GMAC Commercial Mortgage Corporation.
(8) Lennar refers to Lennar Partners, Inc. and GMAC refers to GMAC Commercial
Mortgage Corporation.
(9) See Section 1.05, "Certain Matters with respect to the 1370 Avenue of the
Americas Loan Group" herein.
Grand Canal Shoppes at the Venetian. The Loan Group secured by a
Mortgage on the property known as Grand Canal Shoppes at the Venetian (the
"Grand Canal Shoppes at the Venetian Loan Group"), consists of six Loans:
(a) four Loan Group Trust Mortgage Loans in the aggregate
outstanding principal amount of $234,752,792 as of the date hereof (the
"Grand Canal Shoppes at the Venetian Trust Loan"); and
(b) two Pari Passu Companion Loans in the aggregate outstanding
principal amount of $188,198,441 as of the date hereof (the "Grand Canal
Shoppes at the Venetian Pari Passu Companion Loans").
0000 Xxxxxxxx. The Loan Group secured by a Mortgage on the property
known as 0000 Xxxxxxxx (the "1440 Broadway Loan Group"), consists of two Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding principal
amount of $225,000,000 as of the date hereof (the "1440 Broadway Trust
Loan"); and
(b) one Subordinate Companion Loan in the outstanding principal
amount of $15,000,000 as of the date hereof (the "1440 Broadway
Subordinate Companion Loan").
Shops at Wailea. The Loan Group secured by a Mortgage on the
property known as Shops at Wailea (the "Shops at Wailea Loan Group"), consists
of two Loans:
(a) one Loan Group Trust Mortgage Loan, in the outstanding principal
amount of $112,000,000 as of the date hereof (the "Shops at Wailea Trust
Loan"); and
(b) one Subordinate Companion Loan in the aggregate outstanding
principal amount of $8,000,000 as of the date hereof (the "Shops at Wailea
Subordinate Companion Loans").
0000 Xxxx Xxxxxx. The Loan Group secured by a Mortgage on the
property known as 0000 Xxxx Xxxxxx (the "2040 Main Street Loan Group"), consists
of two Loans:
(a) one Loan Group Trust Mortgage Loan in the aggregate outstanding
principal amount of $75,776,163 as of the date hereof (the "2040 Main
Street Trust Loan"); and
(b) one Subordinate Companion Loan in the outstanding principal
amount of $11,964,657 as of the date hereof (the "2040 Main Street
Subordinate Companion Loan").
1370 Avenue of the Americas. The Loan Group secured by a Mortgage on
the property known as 1370 Avenue of the Americas (the "1370 Avenue of the
Americas Loan Group"), consists of three Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding principal
amount of $67,500,000 as of the date hereof (the "1370 Avenue of the
Americas Trust Loan"); and
(b) two Pari Passu Companion Loans in the aggregate outstanding
principal amount of $82,500,000 as of the date hereof (the "1370 Avenue of
the Americas Pari Passu Companion Loans").
Xxxxxxxx/Charlesbank Office Portfolio. The Loan Group secured by a
Mortgage on the property known as Xxxxxxxx/Charlesbank Office Portfolio (the
"Xxxxxxxx/Charlesbank Office Portfolio Loan Group"), consists of two Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding principal
amount of $48,200,000 as of the date hereof (the "Xxxxxxxx/Charlesbank
Office Portfolio Trust Loan"); and
(b) one Subordinate Companion Loan in the outstanding principal
amount of $4,500,000 as of the date hereof (the "Xxxxxxxx/Charlesbank
Office Portfolio Subordinate Companion Loan").
Toringdon II. The Loan Group secured by a Mortgage on the property
known as Toringdon II (the "Toringdon II Loan Group"), consists of two Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding principal
amount of $8,850,000 as of the date hereof (the "Toringdon II Trust
Loan"); and
(b) one Subordinate Companion Loan in the outstanding principal
amount of $550,000 as of the date hereof (the "Toringdon II Subordinate
Companion Loan").
The relative rights of each holder of a Loan Group Trust Mortgage
Loan and the related Companion Loans are set forth in a co-lender or other
similar agreement (each a "Co-Lender Agreement") among the holders of each of
the Loans in the Loan Group. Pursuant to each Co-Lender Agreement, the Loan
Groups are to be serviced and administered in accordance with this Agreement,
other than the 1370 Avenue of the Americas Loan Group (during the 1370 Avenue of
the Americas Non-Lead Servicing Period) and the Grand Canal Shoppes at the
Venetian Loan Group (the "Non-Serviced Loan Groups"), by the Master Servicer and
the Special Servicer hereunder.
The 1370 Avenue of the Americas Loan Group will initially be
serviced under this Agreement, with Midland Loan Services, Inc. as Primary
Servicer under the Primary Servicing Agreement. From and after the commencement
of the 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of
the Americas Loan Group including the related Loan Group Trust Mortgage Loan,
will be serviced under the pooling and servicing agreement (the ("1370 Avenue of
the Americas PSA") entered into in connection with the securitization of the
1370 Avenue of the Americas Pari Passu Companion Loans.
The Grand Canal Shoppes at the Venetian Loan Group, including the
Grand Canal Shoppes at the Venetian Trust Loan, will be serviced and
administered in accordance with the pooling and servicing agreement (the
"2004-GG2 PSA") dated August 1, 2004, by and among GS Mortgage Securities
Corporation II, as depositor (the "2004-GG2 Depositor"), Xxxxx Fargo Bank,
National Association, as master servicer (the "2004-GG2 Master Servicer"),
Lennar Partners, Inc., as special servicer (the "2004-GG2 Special Servicer"),
LaSalle Bank National Association, as trustee (the "2004-GG2 Trustee") and ABN
AMRO Bank N.V., as fiscal agent (the "2004-GG2 Fiscal Agent"), pursuant to which
the GS Mortgage Securities Corporation II, Commercial Mortgage Pass Through
Certificates, Series 2004-GG2 were issued.
Capitalized terms used but not otherwise defined in this Preliminary
Statement have the respective meanings assigned thereto in Section 1.01 of this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent hereby agree, in each case, as follows:
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01 Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, unless the context otherwise requires:
"1370 Avenue of the Americas Fiscal Agent" shall mean that certain
fiscal agent, if any, under the 1370 Avenue of the Americas PSA.
"1370 Avenue of the Americas Lead Servicing Period" shall mean the
period during which the 1370 Avenue of the Americas Trust Loan is an asset of
the Trust Fund and being serviced under this Agreement.
"1370 Avenue of the Americas Loan Group" shall have the meaning
assigned thereto in the Preliminary Statement.
"1370 Avenue of the Americas Master Servicer" shall mean that
certain master servicer under the 1370 Avenue of the Americas PSA.
"1370 Avenue of the Americas Non-Lead Servicing Period" shall mean
the period commencing on the date when the servicing of the 1370 Avenue of the
Americas Loan Group is transferred to the 1370 Avenue of the Americas PSA
pursuant to Section 1.05.
"1370 Avenue of the Americas Pari Passu Companion Loans" shall have
the meaning assigned thereto in the Preliminary Statement.
"1370 Avenue of the Americas PSA" shall have the meaning assigned
thereto in the Preliminary Statement.
"1370 Avenue of the Americas Special Servicer" shall mean that
certain special servicer under the 1370 Avenue of the Americas PSA.
"1370 Avenue of the Americas Trust Loan" shall have the meaning
assigned thereto in the Preliminary Statement.
"1370 Avenue of the Americas Trustee" shall mean that certain
trustee under the 1370 Avenue of the Americas PSA.
"1440 Broadway Interest Deposit" shall mean an amount to be
deposited in the Pool Custodial Account on the Closing Date by Greenwich Capital
Financial Products, Inc. pursuant to the related Mortgage Loan Purchase
Agreement, equal to $110,850.00.
"1440 Broadway Loan Group" shall have the meaning assigned thereto
in the Preliminary Statement.
"1440 Broadway Trust Loan" shall have the meaning assigned thereto
in the Preliminary Statement.
"1440 Broadway Subordinate Companion Loan" shall have the meaning
assigned thereto in the Preliminary Statement.
"2004-GG2 Depositor" shall have the meaning assigned thereto in the
Preliminary Statement.
"2004-GG2 Fiscal Agent" shall have the meaning assigned thereto in
the Preliminary Statement.
"2004-GG2 Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.
"2004-GG2 PSA" shall have the meaning assigned thereto in the
Preliminary Statement.
"2004-GG2 Special Servicer" shall have the meaning assigned thereto
in the Preliminary Statement.
"2004-GG2 Trustee" shall have the meaning assigned thereto in the
Preliminary Statement.
"2040 Main Street Loan Group" shall have the meaning assigned
thereto in the Preliminary Statement.
"2040 Main Street Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.
"2040 Main Street Subordinate Companion Loan" shall have the meaning
assigned thereto in the Preliminary Statement.
"ABN AMRO" shall mean ABN AMRO Bank N.V. or its successor in
interest.
"Acceptable Insurance Default" shall mean, with respect to any
Serviced Loan, any default under the related Loan documents resulting from (a)
the exclusion of acts of terrorism from coverage under the related all risk
casualty insurance policy maintained on the subject Mortgaged Property and (b)
the related Mortgagor's failure to obtain insurance that specifically covers
acts of terrorism, but only if the Master Servicer (in the case of a Performing
Serviced Loan) or Special Servicer (in the case of a Specially Serviced Mortgage
Loan), as applicable, has determined, in accordance with the Servicing Standard,
that either (i) such insurance is not available at commercially reasonable rates
and the subject hazards are not commonly insured against at the time by prudent
owners of similar real properties in and around the region in which the subject
Mortgaged Property is located (but only by reference to such insurance that has
been obtained by such owners at current market rates), or (ii) such insurance is
not available at any rate. Subject to the Servicing Standard, in making any of
the determinations required in subclause (i) or (ii) of this definition, the
Master Servicer or Special Servicer, as applicable, shall be entitled to rely on
the opinion of an insurance consultant and the Master Servicer or Special
Servicer shall be entitled to rely on information provided by the Master
Servicer or Special Servicer, as applicable, and provided that the Directing
Holder must consent to such determination.
"Accrued Certificate Interest" shall mean the interest accrued from
time to time with respect to any Class of Regular Interest Certificates, the
amount of which interest shall equal: (a) in the case of any Class of Principal
Balance Certificates for any Interest Accrual Period, one-twelfth of the product
of (i) the Pass-Through Rate applicable to such Class of Certificates for such
Interest Accrual Period, multiplied by (ii) the Class Principal Balance of such
Class of Certificates outstanding immediately prior to the related Distribution
Date; and (b) in the case of each Class of the Class X Certificates for any
Interest Accrual Period, the sum of the Accrued Component Interest for all of
the Components of such Class for such Distribution Date.
"Accrued Component Interest" shall mean, with respect to each
Component of the Class XP and Class XC Certificates for any Distribution Date,
one twelfth of the product of (i) the Class XP Strip Rate or Class XC Strip Rate
applicable to such Component for such Distribution Date, and (ii) the Component
Notional Amount of such Component outstanding immediately prior to such
Distribution Date.
"Acquisition Date" shall mean, with respect to any REO Property, the
first day on which such REO Property is considered to be acquired by the Trust
Fund within the meaning of Treasury Regulations Section 1.856-6(b)(1), which
shall be the first day on which the Trust Fund is treated as the owner of such
REO Property for federal income tax purposes.
"Actual/360 Basis" shall mean the accrual of interest calculated on
the basis of the actual number of days elapsed during any interest accrual
period in a year assumed to consist of 360 days.
"Additional Information" shall have the meaning assigned thereto in
Section 4.02(a).
"Additional Principal Distribution Amount" shall mean, with respect
to any Distribution Date, the aggregate of the Recovered Amounts included in,
and added to the Principal Distribution Amount for such Distribution Date for
purposes of calculating, the Adjusted Principal Distribution Amount for such
Distribution Date, pursuant to Section 1.03(c).
"Additional Trust Fund Expense" shall mean any expense incurred with
respect to the Trust Fund (excluding any Unliquidated Advance) and not otherwise
included in the calculation of a Realized Loss that would result in the Holders
of Regular Interest Certificates receiving less than the full amount of
principal and/or Distributable Certificate Interest to which they are entitled
on any Distribution Date. Amounts paid as Additional Trust Fund Expenses shall
be paid out of funds on deposit in the Custodial Account or the Distribution
Account.
"Adjusted Principal Distribution Amount" shall mean, for any
Distribution Date, an amount equal to the Principal Distribution Amount for such
Distribution Date, plus all amounts added to such Principal Distribution Amount
pursuant to Section 1.03(c) for such Distribution Date, minus all amounts
subtracted from such Principal Distribution Amount pursuant to Section 1.03(b)
for such Distribution Date.
"Administrative Cost Rate" shall mean, with respect to each Mortgage
Loan (or any successor REO Mortgage Loan with respect thereto), the rate per
annum specified as the "Administrative Cost Rate" on the Mortgage Loan Schedule,
which, for each such other Mortgage Loan (or successor REO Mortgage Loan) is
equal to the sum of the related Master Servicing Fee Rate, the Trustee Fee Rate
and, in the case of a Non-Serviced Trust Loan, the "servicing fee rate" payable
to the applicable Lead Master Servicer under the applicable Lead PSA.
"Advance" shall mean any P&I Advance or Servicing Advance.
"Adverse Rating Event" shall mean, (i) when used with respect to any
Class of Certificates, as of any date of determination, the qualification,
downgrade or withdrawal of any rating then assigned to such Class of
Certificates by any Rating Agency and (ii) when used with respect to any
Companion Loan Securities, as of any date of determination the qualification,
downgrade or withdrawal of any rating then assigned by any Rating Agency to such
Companion Loan Securities (but only if such Companion Loan Securities were
issued in connection with the inclusion of a Serviced Pari Passu Companion Loan
into a trust as part of a securitization).
"Adverse REMIC Event" shall have the meaning assigned thereto in
Section 10.01(i).
"Affiliate" shall mean, with respect to any specified Person, any
other Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "control," when used with
respect to any specified Person, means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agreement" shall mean this Pooling and Servicing Agreement,
together with all amendments hereof and supplements hereto.
"Annual Accountants' Report" shall have the meaning assigned thereto
in Section 3.15.
"Annual Performance Certification" shall have the meaning assigned
thereto in Section 3.14.
"Appraisal" shall mean an appraisal or update thereof prepared by an
Independent Appraiser.
"Appraisal Reduction Amount" shall mean, with respect to any
Required Appraisal Loan, an amount (calculated initially as of the Determination
Date immediately following the later of the date on which the subject Mortgage
Loan or Loan Group became a Required Appraisal Loan and the date on which the
applicable Required Appraisal was obtained) equal to the excess, if any, of: (a)
the sum of, without duplication, (i) the Stated Principal Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced by or on
behalf of the Master Servicer, the Trustee or the Fiscal Agent, all unpaid
interest on such Required Appraisal Loan through the most recent Due Date prior
to the date of calculation (exclusive of any portion thereof that represents
Default Interest), (iii) all accrued and unpaid Special Servicing Fees,
Liquidation Fees and Workout Fees in respect of such Required Appraisal Loan,
(iv) all related unreimbursed Advances (which shall include, without
duplication, (1) any Advances as to which the advancing party was reimbursed
from a source other than the related Mortgagor and (2) any Unliquidated
Advances) made by or on behalf of (plus all accrued interest on such Advances
payable to) the Master Servicer, the Special Servicer, the Trustee and/or the
Fiscal Agent with respect to such Required Appraisal Loan, (v) any other unpaid
Additional Trust Fund Expenses in respect of such Required Appraisal Loan, and
(vi) all currently due and unpaid real estate taxes and assessments, insurance
premiums and, if applicable, ground rents, and any unfunded improvement or other
applicable reserves, in respect of the related Mortgaged Property or REO
Property, as the case may be (in each case, net of any amounts escrowed with the
Master Servicer or the Special Servicer for such items); over (b) the Required
Appraisal Value. Notwithstanding the foregoing, if (i) any Mortgage Loan or Loan
Group becomes a Required Appraisal Loan, (ii) either (A) no Required Appraisal
or update thereof has been obtained or conducted, as applicable, in accordance
with Section 3.09(a), with respect to the related Mortgaged Property during the
12-month period prior to the date such Mortgage Loan or Loan Group became a
Required Appraisal Loan or (B) there shall have occurred since the date of the
most recent Required Appraisal or update thereof a material change in the
circumstances surrounding the related Mortgaged Property that would, in the
Special Servicer's reasonable judgment, materially affect the value of the
related Mortgaged Property, and (iii) no new Required Appraisal is obtained or
conducted, as applicable, in accordance with Section 3.09(a), within 60 days
after such Mortgage Loan or Loan Group became a Required Appraisal Loan, then
(x) until such new Required Appraisal is obtained or conducted, as applicable,
in accordance with Section 3.09(a), the Appraisal Reduction Amount shall equal
25% of the Stated Principal Balance of such Required Appraisal Loan, and (y)
upon receipt or performance, as applicable, in accordance with Section 3.09(a),
of such Required Appraisal or update thereof by the Special Servicer, the
Appraisal Reduction Amount for such Required Appraisal Loan shall be
recalculated in accordance with the preceding sentence of this definition. For
purposes of this definition, each Required Appraisal Loan that is part of a
Cross-Collateralized Group shall be treated separately for the purposes of
calculating any Appraisal Reduction Amount.
Notwithstanding the foregoing, Appraisal Reduction Amount shall
mean, with respect to a Non-Serviced Trust Loan, the amount calculated by the
applicable Lead Special Servicer or Lead Master Servicer, as applicable, in
accordance with and pursuant to the terms of the related Lead PSA.
"Appraised Value" shall mean, with respect to each Mortgaged
Property or REO Property, the appraised value thereof based upon the most recent
appraisal or update thereof prepared by an Independent Appraiser that is
contained in the related Servicing File or, in the case of any such property
with or that had, as the case may be, an allocated loan amount of, or securing a
Loan or relating to an REO Loan, as the case may be, with a Stated Principal
Balance of, less than $2,000,000, either (a) the most recent appraisal or update
thereof that is contained in the related Servicing File or (b) the most recent
"desktop" value estimate performed by the Special Servicer that is contained in
the related Servicing File or with respect to any Non-Serviced Trust Loan, the
appraisal value as calculated pursuant to the Lead PSA.
"Assignment of Leases" shall mean, with respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar document or
instrument executed by the Mortgagor in connection with the origination of the
related Loan.
"Assumed Monthly Payment" shall mean: (a) with respect to any
Balloon Mortgage Loan (or Serviced Companion Loans) delinquent in respect of its
Balloon Payment, for each Due Date coinciding with or following its Stated
Maturity Date as of which such Mortgage Loan remains outstanding and part of the
Trust Fund, or, in the case of the Serviced Companion Loans, the related
Mortgage Loans remain part of the Trust Fund (provided that such Loan was not
paid in full, and no other Liquidation Event occurred in respect thereof, before
the end of the Collection Period in which the related Stated Maturity Date
occurs), the scheduled monthly payment of principal and/or interest deemed to be
due in respect of such Loan on such Due Date equal to the amount that would have
been due in respect thereof on such Due Date if such Loan had been required to
continue to accrue interest (other than Default Interest) in accordance with its
terms, and to pay principal in accordance with the amortization schedule (if
any) in effect immediately prior to, and without regard to the occurrence of,
the related Stated Maturity Date; (b) with respect to any REO Loan, for any Due
Date as of which the related REO Property remains part of the Trust Fund, or the
scheduled monthly payment of principal and/or interest deemed to be due in
respect thereof on such Due Date equal to the Monthly Payment (or, in the case
of a Balloon Loan described in clause (a) of this definition, the Assumed
Monthly Payment) that was due (or deemed due) in respect of the related Loan on
the last Due Date prior to its becoming an REO Loan.
"ASTM" shall mean the American Society for Testing and Materials.
"Authenticating Agent" shall mean any authenticating agent appointed
pursuant to Section 8.12 (or, in the absence of any such appointment, the
Trustee).
"Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to: (a) the sum, without duplication, of the
following amounts (i) the aggregate amount of all payments and other collections
on or with respect to the Mortgage Loans and any REO Properties (including, with
respect to the Non-Serviced Trust Loans, payment remitted by the applicable Lead
Master Servicer and, with respect to the 0000 Xxxxxxxx Trust Loan, the 0000
Xxxxxxxx Interest Deposit) that (A) were Received as of the end of the related
Collection Period (or, in the case of (x) the Non-Serviced Trust Loans other
than the 1370 Avenue of the Americas Trust Loan, as of 12:00 noon (New York City
time) on the day immediately preceding the Master Servicer Remittance Date and
(y) the 1370 Avenue of the Americas Trust Loan, as of 1:00 p.m. (New York City
time) on the Business Day following the 1370 Avenue of the Americas Trust Loan's
Due Date) and (B) are on deposit in the Distribution Account as of 12:00 noon
(New York City time) on such Distribution Date, (ii) the aggregate amount of any
P&I Advances made by the Master Servicer, the Trustee or the Fiscal Agent for
distribution on the Certificates on such Distribution Date pursuant to Section
4.03 and Section 4.03A, (iii) the aggregate amount deposited by the Master
Servicer in the Distribution Account for such Distribution Date pursuant to
Section 3.20(a) in connection with Prepayment Interest Shortfalls, (iv) to the
extent not included in clause (a)(i) of this definition, the aggregate amount
transferred from the Excess Liquidation Proceeds Account to the Distribution
Account pursuant to Section 3.05(d) in respect of such Distribution Date and (v)
to the extent not included in the amount described in clause (a)(i) of this
definition, if such Distribution Date occurs during March 2005 or any year
thereafter, the aggregate of the Interest Reserve Amounts transferred from the
Interest Reserve Account to the Distribution Account in respect of the Interest
Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans for
distribution on such Distribution Date; net of (b) the portion of the aggregate
amount described in clause (a) of this definition that represents one or more of
the following: (i) Monthly Payments that are due on a Due Date following the end
of the related Collection Period, (ii) any amounts payable or reimbursable to
any Person from the Distribution Account pursuant to clauses (ii) through (vii)
of Section 3.05(b), (iii) Prepayment Premiums and/or Yield Maintenance Charges,
(iv) if such Distribution Date occurs during January of any year that is not a
leap year or during February of any year, the Interest Reserve Amounts with
respect to the Interest Reserve Mortgage Loans and any Interest Reserve REO
Mortgage Loans to be withdrawn from the Distribution Account and deposited into
the Interest Reserve Account in respect of such Distribution Date and held for
future distribution, all pursuant to Section 3.04(c), and (v) amounts deposited
in the Distribution Account in error; provided that clauses (b)(i), (b)(iii) and
(b)(iv) of this definition shall not apply on the Final Distribution Date.
With respect to the foregoing, if at any time Loss of Value Payments
have been made to the Trust, clause (a)(i) above shall be deemed to include the
portion of such Loss of Value Payments that were deposited into the Pool
Custodial Account pursuant to Section 3.05B.
"Balloon Loan" shall mean any Loan that by its original terms or by
virtue of any modification entered into as of the Closing Date provides for an
amortization schedule extending beyond its Stated Maturity Date and as to which,
in accordance with such terms, the payment due on its Stated Maturity Date is
significantly larger than the Monthly Payment due on the Due Date preceding its
Stated Maturity Date.
"Balloon Mortgage Loan" shall mean any Mortgage Loan that is a
Balloon Loan.
"Balloon Payment" shall mean, with respect to any Balloon Loan as of
any date of determination, the payment, other than any regularly scheduled
monthly payment, due with respect to such Loan at maturity.
"Bid Allocation" shall mean, with respect to the Master Servicer or
any Sub-Servicer and the proceeds of any bid pursuant to Section 7.01(c), the
amount of such proceeds (net of any expenses incurred in connection with such
bid and the transfer of servicing), multiplied by a fraction equal to (a) the
Servicer Fee Amount for the Master Servicer or such Sub-Servicer, as the case
may be, as of such date of determination, over (b) the aggregate of the Servicer
Fee Amounts for the Master Servicer and all of the Sub-Servicers as of such date
of determination.
"Xxxxxxxx/Charlesbank Office Portfolio Loan Group" shall have the
meaning assigned thereto in the Preliminary Statement.
"Xxxxxxxx/Charlesbank Office Portfolio Trust Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"Xxxxxxxx/Charlesbank Office Portfolio Subordinate Companion Loan"
shall have the meaning assigned thereto in the Preliminary Statement.
"Book-Entry Certificate" shall mean any Certificate registered in
the name of the Depository or its nominee.
"Book-Entry Non-Registered Certificate" shall mean any
Non-Registered Certificate that constitutes a Book-Entry Certificate.
"Breach" shall have the meaning assigned thereto in Section 2.03(a).
"Business Day" shall mean any day other than a Saturday, a Sunday or
a day on which banking institutions in New York, New York, or in any of the
cities in which the Corporate Trust Office of the Trustee, the Primary Servicing
Office of the Master Servicer, any Lead Master Servicer, the Primary Servicer or
the Special Servicer are located, are authorized or obligated by law or
executive order to remain closed.
"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.
"Certificates" shall mean any of the Class A-1, Class X-0, Xxxxx
X-0, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class XP, Class XC, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class R-I or Class R-II Certificates, as
applicable.
"Certificate Factor" shall mean, with respect to any Class of
Regular Interest Certificates, as of any date of determination, a fraction,
expressed as a decimal carried to at least six places, the numerator of which is
the then current Class Principal Balance or Notional Amount, as the case may be,
of such Class of Regular Interest Certificates, and the denominator of which is
the Original Class Principal Balance or initial Notional Amount, as the case may
be, of such Class of Regular Interest Certificates.
"Certificate Owner" shall mean, with respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such Certificate as
reflected on the books of the Depository or on the books of a Depository
Participant or on the books of an indirect participating brokerage firm for
which a Depository Participant acts as agent.
"Certificate Principal Balance" shall mean, with respect to any
Principal Balance Certificate, as of any date of determination, the then
outstanding principal balance of such Certificate equal to the product of (a)
the then Certificate Factor for the Class of Principal Balance Certificates to
which such Certificate belongs, multiplied by (b) the amount specified on the
face of such Certificate as the initial Certificate Principal Balance thereof.
"Certificate Register" shall mean the register maintained pursuant
to Section 5.02.
"Certificate Registrar" shall mean the registrar appointed pursuant
to Section 5.02.
"Certificateholder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register, except that: (i) neither
a Disqualified Organization nor a Disqualified Non-United States Tax Person
shall be Holder of a Residual Interest Certificate for any purpose hereof; and
(ii) solely for the purposes of giving any consent, approval or waiver pursuant
to this Agreement that relates to the rights and/or obligations of any of the
Depositor, the Master Servicer, the Special Servicer, the Fiscal Agent or the
Trustee in its respective capacity as such, any Certificate registered in the
name of the Depositor, the Master Servicer, the Special Servicer, the Fiscal
Agent or the Trustee, as the case may be, or any Certificate registered in the
name of any of its Affiliates, shall be deemed not to be outstanding, and the
Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent, approval or waiver that relates to it has been
obtained. The Certificate Registrar shall be entitled to request and rely upon a
certificate of the Depositor, the Master Servicer or the Special Servicer in
determining whether a Certificate is registered in the name of an Affiliate of
such Person. All references herein to "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through
the Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to
recognize as a "Certificateholder" only the Person in whose name a Certificate
is registered in the Certificate Register.
"Certificateholder Reports" shall mean, collectively, the
Distribution Date Statement, the Mortgage Pool Data Update Report, the Loan
Payoff Notification Report and the CMSA Investor Reporting Package.
"Certification Parties" shall have the meaning assigned to such term
in Section 8.15(d).
"Certifying Person" shall have the meaning assigned to such term in
Section 8.15(d).
"Class" shall mean, collectively, all of the Certificates bearing
the same alphabetical and, if applicable, numerical class designation.
"Class A Certificates" shall mean the Class A-1, Class X-0, Xxxxx
X-0, Class A-AB, Class A-4, Class A-1-A and Class A-J Certificates.
"Class A-1 Certificate" shall mean any one of the Certificates with
a "Class A-1" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-1-A Certificate" shall mean any one of the Certificates
with a "Class A-1-A" designation on the face thereof, substantially in the form
of Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-2 Certificate" shall mean any one of the Certificates with
a "Class A-2" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-3 Certificate" shall mean any one of the Certificates with
a "Class A-3" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-4 Certificate" shall mean any one of the Certificates with
a "Class A-4" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-AB Certificate" shall mean any one of the Certificates with
a "Class A-AB" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-AB Planned Principal Balance": The planned principal
balance set forth on Schedule VIII hereto relating to principal payments for the
Class A-AB Certificates.
"Class A-J Certificate" shall mean any one of the Certificates with
a "Class A-J" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class B Certificate" shall mean any one of the Certificates with a
"Class B" designation on the face thereof, substantially in the form of Exhibit
A-3 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class C Certificate" shall mean any one of the Certificates with a
"Class C" designation on the face thereof, substantially in the form of Exhibit
A-3 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class D Certificate" shall mean any one of the Certificates with a
"Class D" designation on the face thereof, substantially in the form of Exhibit
A-3 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class E Certificate" shall mean any one of the Certificates with a
"Class E" designation on the face thereof, substantially in the form of Exhibit
A-3 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class F Certificate" shall mean any one of the Certificates with a
"Class F" designation on the face thereof, substantially in the form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class G Certificate" shall mean any one of the Certificates with a
"Class G" designation on the face thereof, substantially in the form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class H Certificate" shall mean any of the Certificates with a
"Class H" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class J Certificate" shall mean any one of the Certificates with a
"Class J" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class K Certificate" shall mean any of the Certificates with a
"Class K" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class L Certificate" shall mean any of the Certificates with a
"Class L" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class LA-1-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-4 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-5 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-6 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-7 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-8 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-9 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-10 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-11 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-12 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-1-A-13 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-2-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-2-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-2-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-2-4 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-2-5 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-2-6 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-2-7 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-3-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-3-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-3-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-3-4 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-3-5 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-4-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-4-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-AB-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-AB-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-AB-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-AB-4 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-AB-5 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-J Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LB Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.
"Class LC Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.
"Class LD-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LD-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LD-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LD-4 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LD-5 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LE-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LE-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LF-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LF-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LF-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LG-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LG-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LH-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LH-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LJ Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.
"Class LK-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LK-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LL Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.
"Class LM Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.
"Class LN Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.
"Class LO Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.
"Class LP Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.
"Class M Certificate" shall mean any of the Certificates with a
"Class M" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class N Certificate" shall mean any of the Certificates with a
"Class N" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class O Certificate" shall mean any of the Certificates with a
"Class O" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class P Certificate" shall mean any of the Certificates with a
"Class P" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class Principal Balance" shall mean the aggregate principal balance
of any Class of Principal Balance Certificates outstanding as of any date of
determination. As of the Closing Date, the Class Principal Balance of each Class
of Principal Balance Certificates shall equal the Original Class Principal
Balance thereof. On each Distribution Date, the Class Principal Balance of each
Class of Principal Balance Certificates shall be permanently reduced by the
amount of any distributions of principal made thereon on such Distribution Date
pursuant to Section 4.01 or 9.01, as applicable, and shall be further
permanently reduced (subject to Section 4.05) by the amount of any Realized
Losses and Additional Trust Fund Expenses deemed allocated thereto on such
Distribution Date pursuant to Section 4.04(a). On each Distribution Date, the
Class Principal Balance of each Class of Principal Balance Certificates shall be
increased by the related Class Principal Reinstatement Amount, if any, for such
Distribution Date.
"Class Principal Reinstatement Amount" shall have the meaning
assigned thereto in Section 4.05(a).
"Class R-I Certificate" shall mean any one of the Certificates with
a "Class R-I" designation on the face thereof, substantially in the form of
Exhibit A-7 attached hereto, and evidencing a portion of the sole class of
"residual interests" in the Lower-Tier REMIC for purposes of the REMIC
Provisions.
"Class R-II Certificate" shall mean any one of the Certificates with
a "Class R-II" designation on the face thereof, substantially in the form of
Exhibit A-7 attached hereto, and evidencing a portion of the sole class of
"residual interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class X Certificates" shall mean the Class XP Certificates and the
Class XC Certificates.
"Class XC Certificate" shall mean any one of the Certificates with a
"Class XC" designation on the face thereof, substantially in the form of Exhibit
A-2 attached hereto, and evidencing the Components and a portion of a class of
"regular interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class XC Notional Amount" shall mean, with respect to the Class XC
Certificates and any date of determination, the sum of the then Component
Notional Amounts of all of the Components.
"Class XC Strip Rate" shall mean, with respect to (A) any Class of
Components (other than the Class XP Components) for any Distribution Date, a
rate per annum equal to (i) the Weighted Average Net Mortgage Rate for such
Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding
Certificates and (B) the Class XP Components (i) for any Distribution Date
occurring on or before the related Class XP Component Crossover Date, (x) the
Weighted Average Net Mortgage Rate for such Distribution Date minus (y) the sum
of the Pass-Through Rate for the Corresponding Certificates for such
Distribution Date and the Class XP Strip Rate for such Component for such
Distribution Date, and (ii) for any Distribution Date occurring after the
related Class XP Component Crossover Date, a rate per annum equal to (x) the
Weighted Average Net Mortgage Rate for such Distribution Date, minus (y) the
Pass-Through Rate for the Corresponding Certificates. In no event shall any
Class XC Strip Rate be less than zero.
"Class XP Certificate" shall mean any one of the Certificates with a
"Class XP" designation on the face thereof, substantially in the form of Exhibit
A-2 attached hereto, and evidencing the Class XP Components and a portion of a
class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class XP Component Crossover Date" shall mean (i) with respect to
Component X-A-1-2, Component X-A-2-1 and Component X-A-1-A-2, the Distribution
Date occurring in August 2006, (ii) with respect to Component X-A-2-2 and
Component X-A-1-A-3, Component X-K-1 and Component X-L the Distribution Date
occurring in February 2007, (iii) with respect to Component X-A-2-3, Component
X-A-1-A-4, Component X-H-1, Component X-J and Component X-K-2, the Distribution
Date occurring in August 2007, (iv) with respect to Component X-A-2-4, Component
X-A-1-A-5, Component X-G-1, Component X-H-2, the Distribution Date occurring in
February 2008, (v) with respect to Component X-X-0-0, Xxxxxxxxx X-X-0-X-0,
Component X-F-1 and Component X-G-2, the Distribution Date occurring in August
2008, (vi) with respect to Component X-A-2-6, Component X-A-1-A-7 and Component
X-F-2, the Distribution Date occurring in February 2009, (vii) with respect to
Component X-A-2-7, Component X-A-1-A-8, Component X-A-3-1, Component X-A-AB-1,
Component X-E-1 and Component X-F-3, the Distribution Date occurring in August
2009, (viii) with respect to Component X-A-3-2, Component X-A-AB-2, Component
X-X-0-X-0, Xxxxxxxxx X-X-0 and Component X-E-2, the Distribution Date occurring
in February 2010, (ix) with respect to Component X-A-3-3, Component X-A-AB-3,
Component X-A-1-A-10, Component X-D-2, the Distribution Date occurring in August
2010, (x) with respect to Component X-A-3-4, Component X-A-AB-4, Component
X-A-1-A-11 and Component X-D-3, the Distribution Date occurring in February
2011, (xi) with respect to Component X-A-3-5, Component X-A-AB-5, Component
X-A-4-1, Component X-A-1-A-12 and Component X-D-4, the Distribution Date
occurring in August 2011, and (xii) with respect to Component X-A-4-2, Component
X-A-1-A-13, Component X-A-J, Component X-B, Component X-C and Component X-D-5,
the Distribution Date in February 2012.
"Class XP Components" shall mean each of Component X-A-1-2,
Component X-A-2-1, Component X-A-2-2, Component X-A-2-3, Component X-A-2-4,
Component X-A-2-5, Component X-A-2-6, Component X-A-2-7, Component X-A-3-1,
Component X-A-3-2, Component X-A-3-3, Component X-A-3-4, Component X-A-3-5,
Component X-A-4-1, Component X-A-4-2, Component X-A-AB-1, Component X-A-AB-2,
Component X-A-AB-3, Component X-A-AB-4, Component X-A-AB-5, Component X-X-0-X-0,
Xxxxxxxxx X-X-0-X-0, Xxxxxxxxx X-X-0-X-0, Component X-A-1-A-5, Component
X-A-1-A-6, Component X-X-0-X-0, Xxxxxxxxx X-X-0-X-0, Xxxxxxxxx X-X-0-X-0,
Component X-A-1-A-10, Component X-A-1-A-11, Component X-A-1-A-12, Component
X-A-1-A-13, Component X-A-J, Component X-B, Component X-C, Component X-D-1,
Component X-D-2, Component X-D-3, Component X-D-4, Component X-D-5, Component
X-E-1, Component X-E-2, Component X-F-1, Component X-F-2, Component X-F-3,
Component X-G-1, Component X-G-2, Component X-H-1, Component X-H-2, Component
X-J, Component X-K-1, Component X-K-2 and Component X-L.
"Class XP Notional Amount" shall mean, as of any date of
determination, the sum of the then Component Notional Amounts of the Class XP
Components for which the Class XP Component Crossover Date has not passed.
"Class XP Reference Rate" shall mean, for any Distribution Date, the
rate per annum corresponding to such Distribution Date on Schedule IV.
"Class XP Strip Rate" shall mean, with respect to each of the Class
XP Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related Class XP Component
Crossover Date, (x) the lesser of (I) the Weighted Average Net Mortgage Rate for
such Distribution Date and (II) the Class XP Reference Rate for such
Distribution Date minus (y) the Pass-Through Rate for the Corresponding
Certificates (provided that in no event shall any Class XP Strip Rate be less
than zero) and (ii) for any Distribution Date occurring after the related Class
XP Component Crossover Date, 0% per annum.
"Clearstream" shall mean Clearstream Banking, Societe Anonyme or any
successor.
"Closing Date" shall mean February 10, 2005.
"CMSA" shall mean the Commercial Mortgage Securities Association, or
any association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, issuers, placement agents and
underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the
commercial mortgage loan securitization industry and one of whose principal
purposes is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, "CMSA" shall be
deemed to refer to such other association or organization as shall be selected
by the Master Servicer and reasonably acceptable to the Trustee, the Special
Servicer and the Directing Holder.
"CMSA Advance Recovery Report" shall mean a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Advance Recoverability Report" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Bond Level File" shall mean the monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Bond Level File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Collateral Summary File" shall mean the report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Collateral Summary File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Comparative Financial Status Report" available as
of the Closing Date on the CMSA Website, or such other form for the presentation
of such information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "CMSA Comparative Financial Status Report" available as of the
Closing Date on the CMSA Website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable.
"CMSA Delinquent Loan Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Delinquent Loan Status Report" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Financial File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally. The initial data for this
report shall be provided by each Mortgage Loan Seller; provided that the
delivery of such initial data by either Commerzbank or GSMC shall satisfy the
delivery requirements for both Commerzbank and GSMC.
"CMSA Historical Liquidation Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Historical Liquidation Report" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report" shall mean a report substantially in the form of, and containing the
information called for in, the downloadable form of the "Historical Loan
Modification and Corrected Mortgage Loan Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be approved by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Investor Reporting Package" shall mean, collectively:
(a) the following seven electronic files: (i) CMSA Loan Setup File,
(ii) CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
Bond Level File, (v) CMSA Financial File, (vi) CMSA Collateral Summary
File and (vii) CMSA Special Servicer Loan File; and
(b) the following twelve supplemental reports: (i) CMSA Delinquent
Loan Status Report, (ii) CMSA Historical Loan Modification and Corrected
Mortgage Loan Report, (iii) CMSA Historical Liquidation Report, (iv) CMSA
REO Status Report, (v) CMSA Operating Statement Analysis Report, (vi) CMSA
Comparative Financial Status Report, (vii) CMSA Servicer Watch List,
(viii) CMSA Loan Level Reserve/LOC Report, (ix) CMSA NOI Adjustment
Worksheet, (x) CMSA Advance Recovery Report, (xi) CMSA Total Loan Report
and (xii) CMSA Reconciliation of Funds Report.
"CMSA Loan Level Reserve/LOC Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Loan Level Reserve/LOC Report" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Loan Periodic Update File" shall mean the monthly report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Loan Periodic Update File" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be approved by the CMSA for commercial mortgage securities transactions
generally. The initial data for this report shall be provided by each Mortgage
Loan Seller; provided that the delivery of such initial data by either
Commerzbank or GSMC shall satisfy the delivery requirements for both Commerzbank
and GSMC. Each CMSA Loan Periodic Update File prepared by the Master Servicer
shall, if applicable, be accompanied by a Monthly Additional Report on
Recoveries and Reimbursements and all references herein to "CMSA Loan Periodic
Update File" shall be construed accordingly.
"CMSA Loan Setup File" shall mean the report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Loan Setup File" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.
"CMSA Reconciliation of Funds Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Reconciliation of Funds Report" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Total Loan Report" shall mean a report substantially in the
form of, and containing the information called for in, the downloadable form of
the "CMSA Total Loan Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA NOI Adjustment Worksheet" shall mean a report prepared by the
Master Servicer with respect to all the Performing Serviced Loans, and by the
Special Servicer with respect to Specially Serviced Loans and REO Loans, which
report shall be substantially in the form of, and contain the information called
for in, the downloadable form of the "NOI Adjustment Worksheet" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Operating Statement Analysis Report" available as
of the Closing Date on the CMSA Website or in such other form for the
presentation of such information and containing such additional information as
may from time to time be approved by the CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA Property File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Property File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.
"CMSA REO Status Report" shall mean a report substantially in the
form of, and containing the information called for in, the downloadable form of
the "REO Status Report" available as of the Closing Date on the CMSA Website, or
in such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.
"CMSA Servicer Watch List" shall mean a report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Servicer Watch List" available as of the Closing Date on the CMSA Website,
or in such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.
"CMSA Special Servicer Loan File" shall mean a report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Special Servicer Loan File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Website" shall mean the CMSA's Website located at
"xxx.xxxx.xxx" or such other primary website as the CMSA may establish for
dissemination of its report forms.
"Co-Lender Agreement" shall have the meaning assigned thereto in the
Preliminary Statement.
"Code" shall mean the Internal Revenue Code of 1986 and regulations
promulgated thereunder, including temporary regulations and proposed regulations
to the extent that, by reason of their proposed effective date, could, as of the
date of any determination or opinion as to the tax consequences of any action or
proposed action or transaction, be applied to the Certificates.
"Collection Period" shall mean, with respect to any Distribution
Date or Master Servicer Remittance Date, the period commencing on the day
immediately following (x) with respect to the Mortgage Loans other than the 1370
Avenue of the Americas Trust Loan, the Determination Date in the calendar month
preceding the month in which such Distribution Date or Master Servicer
Remittance Date, as the case may be, occurs (or, in the case of each of the
initial Distribution Date and the initial Master Servicer Remittance Date,
commencing immediately following the Cut-off Date) and ending on and including
the Determination Date in the calendar month in which such Distribution Date or
Master Servicer Remittance Date, as the case may be, occurs and (y) with respect
to the 1370 Avenue of the Americas Trust Loan, the Due Date in the calendar
month preceding the month in which such Distribution Date or Master Servicer
Remittance Date, as the case may be, occurs (or, in the case of each of the
initial Distribution Date and the initial Master Servicer Remittance Date,
commencing immediately following the Cut-off Date) and ending on and including
the Due Date in the calendar month in which such Distribution Date or Master
Servicer Remittance Date, as the case may be, occurs.
"Commerzbank" shall mean Commerzbank AG, New York Branch, a company
formed under the laws of the Federal Republic of Germany and licensed to engage
in the banking business under Article V of the Banking Law of the State of New
York, and its successors in interest.
"Commission" shall mean the Securities and Exchange Commission or
any successor agency.
"Companion Loan" shall have the meaning assigned thereto in the
Preliminary Statement.
"Companion Loan Noteholder" shall mean, with respect to any Loan
Group, the Holder of the Mortgage Note for the related Companion Loan.
"Companion Loan Securities" means the securities issued in
connection with the inclusion of a Pari Passu Companion Loan into a trust as
part of a securitization of one or more mortgage loans.
"Components" shall mean each of Component X-A-1-1, Component
X-A-1-2, Component X-X-0-X-0, Xxxxxxxxx X-X-0-X-0, Xxxxxxxxx X-X-0-X-0,
Component X-A-1-A-4, Component X-A-1-A-5, Component X-A-1-A-6, Component
X-X-0-X-0, Xxxxxxxxx X-X-0-X-0, Xxxxxxxxx X-X-0-X-0, Component X-A-1-A-10,
Component X-A-1-A-11, Component X-A-1-A-12, Component X-A-1-A-13, Component
X-A-2-1, Component X-A-2-2, Component X-A-2-3, Component X-A-2-4, Component
X-A-2-5, Component X-A-2-6, Component X-A-2-7, Component X-A-3-1, Component
X-A-3-2, Component X-A-3-3, Component X-A-3-4, Component X-A-3-5, Component
X-A-4-1, Component X-A-4-2, Component X-A-AB-1, Component X-A-AB-2, Component
X-A-AB-3, Component X-A-AB-4, Component X-A-AB-5, Component X-A-J, Component
X-B, Component X-C, Component X-D-1, Component X-D-2, Component X-D-3, Component
X-D-4, Component X-D-5, Component X-E-1, Component X-E-2, Component X-F-1,
Component X-F-2, Component X-F-3, Component X-G-1, Component X-G-2, Component
X-H-1, Component X-H-2, Component X-J, Component X-K-1, Component X-K-2,
Component X-L, Component X-M, Component X-N, Component X-O and Component X-P.
"Component X-A-1-1" shall mean one of 59 components of the Class XC
Certificates having a Component Notional Amount which, as of any date of
determination, is equal to the then current Uncertificated Principal Balance of
the Class LA-1-1 Interest.
"Component X-A-1-2" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-2 Interest.
"Component X-A-1-A-1" shall mean one of 59 components of the Class
XC Certificates having a Component Notional Amount which, as of any date of
determination, is equal to the then current Uncertificated Principal Balance of
the Class LA-1-A-1 Interest.
"Component X-A-1-A-2" shall mean one of 59 components of the Class
XC Certificates and one of the 53 components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-A-2
Interest.
"Component X-A-1-A-3" shall mean one of 59 components of the Class
XC Certificates and one of the 53 components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-A-3
Interest.
"Component X-A-1-A-4" shall mean one of 59 components of the Class
XC Certificates and one of the 53 components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-A-4
Interest.
"Component X-A-1-A-5" shall mean one of 59 components of the Class
XC Certificates and one of the 53 components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-A-5
Interest.
"Component X-A-1-A-6" shall mean one of 59 components of the Class
XC Certificates and one of the 53 components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-A-6
Interest.
"Component X-A-1-A-7" shall mean one of 59 components of the Class
XC Certificates and one of the 53 components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-A-7
Interest.
"Component X-A-1-A-8" shall mean one of 59 components of the Class
XC Certificates and one of the 53 components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-A-8
Interest.
"Component X-A-1-A-9" shall mean one of 59 components of the Class
XC Certificates and one of the 53 components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-A-9
Interest.
"Component X-A-1-A-10" shall mean one of 59 components of the Class
XC Certificates and one of the 53 components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-A-10
Interest.
"Component X-A-1-A-11" shall mean one of 59 components of the Class
XC Certificates and one of the 53 components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-A-11
Interest.
"Component X-A-1-A-12" shall mean one of 59 components of the Class
XC Certificates and one of the 53 components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-A-12
Interest.
"Component X-A-1-A-13" shall mean one of 59 components of the Class
XC Certificates and one of the 53 components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-A-13
Interest.
"Component X-A-2-1" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-1 Interest.
"Component X-A-2-2" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-2 Interest.
"Component X-A-2-3" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-3 Interest.
"Component X-A-2-4" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-4 Interest.
"Component X-A-2-5" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-5 Interest.
"Component X-A-2-6" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-6 Interest.
"Component X-A-2-7" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-7 Interest.
"Component X-A-3-1" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-3-1 Interest.
"Component X-A-3-2" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-3-2 Interest.
"Component X-A-3-3" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-3-3 Interest.
"Component X-A-3-4" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-3-4 Interest.
"Component X-A-3-5" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-3-5 Interest.
"Component X-A-4-1" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-4-1 Interest.
"Component X-A-4-2" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-4-2 Interest.
"Component X-A-AB-1" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-AB-1 Interest.
"Component X-A-AB-2" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-AB-2 Interest.
"Component X-A-AB-3" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-AB-3 Interest.
"Component X-A-AB-4" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-AB-4 Interest.
"Component X-A-AB-5" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-AB-5 Interest.
"Component X-A-J" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-J Interest.
"Component X-B" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LB Interest.
"Component X-C" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LC Interest.
"Component X-D-1" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LD-1 Interest.
"Component X-D-2" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LD-2 Interest.
"Component X-D-3" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LD-3 Interest.
"Component X-D-4" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LD-4 Interest.
"Component X-D-5" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LD-5 Interest.
"Component X-E-1" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LE-1 Interest.
"Component X-E-2" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LE-2 Interest.
"Component X-F-1" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LF-1 Interest.
"Component X-F-2" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LF-2 Interest.
"Component X-F-3" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LF-3 Interest.
"Component X-G-1" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LG-1 Interest.
"Component X-G-2" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LG-2 Interest.
"Component X-H-1" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LH-1 Interest.
"Component X-H-2" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LH-2 Interest.
"Component X-J" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LJ Interest.
"Component X-K-1" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LK-1 Interest.
"Component X-K-2" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LK-2 Interest.
"Component X-L" shall mean one of 59 components of the Class XC
Certificates and one of the 53 components of the Class XP Certificates having a
Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LL Interest.
"Component X-M" shall mean one of 59 components of the Class XC
Certificates having a Component Notional Amount which, as of any date of
determination, is equal to the then current Uncertificated Principal Balance of
the Class LM Interest.
"Component X-N" shall mean one of 59 components of the Class XC
Certificates having a Component Notional Amount which, as of any date of
determination, is equal to the then current Uncertificated Principal Balance of
the Class LN Interest.
"Component X-O" shall mean one of 59 components of the Class XC
Certificates having a Component Notional Amount which, as of any date of
determination, is equal to the then current Uncertificated Principal Balance of
the Class LO Interest.
"Component X-P" shall mean one of 59 components of the Class XC
Certificates having a Component Notional Amount which, as of any date of
determination, is equal to the then current Uncertificated Principal Balance of
the Class LP Interest.
"Component Notional Amount" shall mean with respect to each
Component and any date of determination, an amount equal to the then current
Uncertificated Principal Balance of its Corresponding Uncertificated Lower-Tier
Interest.
"Condemnation Proceeds" shall mean all cash amounts Received in
connection with the taking of all or a part of a Mortgaged Property or REO
Property by exercise of the power of eminent domain or condemnation, subject,
however, to the rights of any tenants and ground lessors, as the case may be,
and the terms of the related Mortgage.
"Control Appraisal Event" shall exist with respect to any Tier 1
Loan Group, if and for so long as:
(a) (1) the initial balance of the related Companion Loan minus (2)
the sum of (x) any principal payments, allocated to, and received on, the
related Subordinate Companion Loan, (y) any Appraisal Reduction Amounts
allocated to such Companion Loan and (without duplication) (z) Realized Losses
allocated to such Companion Loan
is less than
(b) 25% of the initial balance of such Companion Loan.
"Controlling Class" shall mean the Class of Certificates (other than
the Residual Interest Certificates) with the latest alphabetical Class
designation that has a then-aggregate Class Principal Balance that is not less
than 25% of the Original Class Principal Balance of such Class; provided that if
no Class of Principal Balance Certificates has, as of such date of
determination, a Class Principal Balance that meets the requirements above, then
the Controlling Class shall be the then outstanding Class of Principal Balance
Certificates bearing the latest alphabetic Class designation that has a Class
Principal Balance greater than zero; and provided, further, that, for purposes
of determining the Controlling Class, the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1-A and Class A-J Certificates shall be deemed a single
Class of Certificates. As of the Closing Date, the Controlling Class will be the
Class P Certificates. If the Controlling Class consists of Book-Entry
Certificates, then the rights of the Holders of the Controlling Class set forth
in this Agreement may be exercised directly by the relevant Certificate Owners,
provided that the identity of such Certificate Owners has been confirmed to the
Trustee to its reasonable satisfaction.
"Controlling Class Certificateholder" shall mean any Holder of a
Certificate of the Controlling Class.
"Controlling Class Directing Holder" shall mean the Holder or
Holders of greater than 50% of the Voting Rights assigned to the Controlling
Class; provided that no Holder of Voting Rights allocated to the Controlling
Class may exercise any rights of such Class with respect to any Loan as to which
such Holder is a Mortgagor Affiliate Holder.
"Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its asset-backed
securities trust business with respect to this Agreement shall be administered,
which office at the date of the execution of this Agreement is located at 000
Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global
Securitization Trust Services Group - Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Trust Series 2005-GG3.
"Corrected Loan" shall mean any Mortgage Loan that had been a
Specially Serviced Loan but has ceased to be such in accordance with the
definition of "Specially Serviced Loan" (other than by reason of a Liquidation
Event occurring in respect of such Loan or the related Mortgaged Property's
becoming an REO Property).
"Corresponding Certificate" shall have the meaning assigned thereto
in the Preliminary Statement with respect to any Corresponding Component or any
Corresponding Uncertificated Lower-Tier Interest.
"Corresponding Component" shall have the meaning assigned thereto in
the Preliminary Statement with respect to any Corresponding Certificate or any
Corresponding Uncertificated Lower-Tier Interest.
"Corresponding Uncertificated Lower-Tier Interest" shall have the
meaning assigned thereto in the Preliminary Statement with respect to any
Corresponding Certificate or any Corresponding Component.
"Cross-Collateralized Group" shall mean any group of
Cross-Collateralized Mortgaged Loans. For purposes of this Agreement, there are
no Cross-Collateralized Mortgage Loans included in the Mortgage Pool.
"Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan
that is cross-defaulted and cross-collateralized with any other Mortgage Loan.
For purposes of this Agreement, there are no Cross-Collateralized Mortgage Loans
included in the Mortgage Pool.
"Cross-Over Date" shall mean the Distribution Date on which (i) the
Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4 and Class A-1-A
Certificates, or any two or more of such Classes, remain outstanding and (ii)
the aggregate of the Class Principal Balances of the Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O and Class P Certificates are reduced to zero as a result of
the allocation of Realized Losses and Additional Trust Fund Expenses pursuant to
Section 4.04(a).
"Custodial Account" shall mean either of the Pool Custodial Account
or any Loan Group Custodial Account.
"Custodian" shall mean a Person who is at any time appointed by the
Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the Depositor, the Mortgage Loan Sellers or an
Affiliate of the Depositor or the Mortgage Loan Sellers. If no such custodian
has been appointed, or if such custodian has been so appointed but the Trustee
shall have terminated such appointment, then the Trustee shall be the Custodian.
"Cut-off Date" shall mean (i) with respect to each Mortgage Loan
originated before February 1, 2005 and with a Due Date on the first day of each
month, February 1, 2005, (ii) with respect to each Mortgage Loan originated
before February 1, 2005 and with a Due Date on the sixth day of each month,
February 6, 2005, (iii) with respect to the 1370 Avenue of the Americas Trust
Loan, February 8, 2005 and (iv) with respect to any Loan originated in February
2005, the date of its origination.
"Cut-off Date Balance" shall mean, with respect to any Loan, the
outstanding principal balance of such Loan as of the Cut-off Date, net of all
unpaid payments of principal due in respect thereof on or before such date.
"Default Charges" shall mean Default Interest and/or late payment
charges that are paid or payable, as the context may require, to the Trust in
respect of any Loan or any successor REO Loan with respect thereto.
"Default Interest" shall mean, with respect to any Serviced Loan or
any successor REO Loan with respect thereto, any amounts Received thereon (other
than late payment charges, Prepayment Premiums or Yield Maintenance Charges)
that represent penalty interest (arising out of a default) in excess of interest
accrued on the principal balance of such Loan (or successor REO Loan), at the
related Mortgage Rate.
"Defaulting Party" shall have the meaning assigned thereto in
Section 7.01(b).
"Defeasance Certificate" shall have the meaning assigned thereto in
Section 3.21(k).
"Defeasance Collateral" shall mean, with respect to any Defeasance
Loan, the Government Securities required or permitted to be pledged in lieu of
prepayment pursuant to the terms thereof in order to obtain a release of the
related Mortgaged Property.
"Defeasance Deposit Account" shall have the meaning assigned thereto
in Section 3.04(a).
"Defeasance Loan" shall mean any Loan that permits the related
Mortgagor to pledge Defeasance Collateral to the holder of such loan in lieu of
prepayment.
"Definitive Certificate" shall have the meaning assigned thereto in
Section 5.03(a).
"Definitive Non-Registered Certificate" shall mean any
Non-Registered Certificate that has been issued as a Definitive Certificate.
"Depositor" shall mean Greenwich Capital Commercial Funding Corp,
and any successor in interest.
"Depository" shall mean The Depository Trust Company or any
successor Depository hereafter named as contemplated by Section 5.03(c). The
nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at
all times be a "clearing corporation" as defined in Section 8-102(3) of the
Uniform Commercial Code of the State of New York and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act.
"Depository Participant" shall mean a broker, dealer, bank or other
financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.
"Determination Date" shall mean the sixth calendar day of each month
(or, if such sixth day is not a Business Day, the Business Day immediately
following such sixth day), commencing in March 2005.
"Directing Holder" shall mean with respect to any Serviced Loan
Group, the person or persons selected by the related Loan Group Directing
Holder, and with respect to any other Mortgage Loan, the person selected by the
Controlling Class Directing Holder; provided, however, that (i) absent such
selection, or (ii) until a Directing Holder is so selected or (iii) upon receipt
of a notice from the Controlling Class Directing Holder or Loan Group Directing
Holder, as applicable, that a Directing Holder is no longer designated, the
Directing Holder will be the Loan Group Directing Holder or the Controlling
Class Directing Holder, as applicable; provided, further, that, in the case of a
Directing Holder selected by the Controlling Class Directing Holder, in order
for the Trustee to certify the status of such Directing Holder, the Directing
Holder must provide notice and certification to the Trustee as to its status as
Directing Holder (including the address and telecopy number of such Directing
Holder), and the Trustee shall provide written notice to the Controlling Class
Certificateholders, the Special Servicer and the Master Servicer as to the
designation of such Directing Holder (including the address and telecopy number
of such Directing Holder). No Mortgagor Affiliate Holder may be a Directing
Holder. The Trustee acknowledges and agrees that with respect to each Loan Group
the Person set forth on Schedule V shall be designated as the initial Directing
Holder with respect to the related Loan Group, and that no further notice of
such selection is required. In the event that a Controlling Class Directing
Holder or Loan Group Directing Holder appoints a third party (including any
affiliate) to act as Directing Holder, none of the parties to this Agreement
shall be obligated to recognize such appointment unless such Controlling Class
Directing Holder or Loan Group Directing Holder shall have delivered to each
party to this Agreement a certification regarding such appointment. Any Loan
Group Directing Holder that is a Directing Holder may, in its capacity as
Directing Holder, only control, direct, prohibit or be consulted with respect to
the enforcement of the related Mortgage or the servicing and administration of
the related Loan Group to the extent set forth in this Agreement. The Directing
Holder shall be required to keep all non-public information received by it in
such capacity pursuant to this Agreement confidential and, upon its designation
as such, shall deliver to the Trustee a confirmation to such effect. The initial
Directing Holder shall be Cadim Tach Inc.
"Directly Operate" shall mean, with respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale or lease, the performance of any construction work thereon or any use of
such REO Property in a trade or business conducted by the Lower-Tier REMIC,
other than through an Independent Contractor; provided, however, that the
Trustee (or the Special Servicer or any Sub-Servicer on behalf of the Trustee)
shall not be considered to Directly Operate an REO Property solely because the
Trustee (or the Special Servicer or any Sub-Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance, or makes decisions as to repairs or capital
expenditures with respect to such REO Property.
"Discount Rate" shall mean, with respect to any prepaid Mortgage
Loan or REO Mortgage Loan, for purposes of allocating any Prepayment Premium or
Yield Maintenance Charge Received with respect thereto among the Class A-1,
Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G and Class H Certificates, a rate
equal to the yield (when compounded monthly) on the U.S. Treasury issue (primary
issue) with a maturity date closest to the maturity date, as published in
Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve
Board; provided that if there are two such U.S. Treasury issues (a) with the
same coupon, the issue with the lower yield shall apply, and (b) with maturity
dates equally close to the maturity date for such prepaid Mortgage Loan or REO
Mortgage Loan, the issue with the earliest maturity date shall apply.
"Disqualified Non-United States Tax Person" shall mean, with respect
to any Residual Interest Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Interest Certificate and, for purposes of Treasury Regulations Section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury Regulations Section
1.860E-1(c)(4)(ii), as a Holder of such Residual Interest Certificate for United
States federal income tax purposes, it may incur tax liabilities in excess of
any cash flows generated by such Residual Interest Certificate and intends to
pay taxes associated with holding such Residual Interest Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as required under the
applicable Treasury regulations; or (2) a Non-United States Tax Person that has
delivered to the Transferor, the Trustee and the Certificate Registrar an
opinion of nationally recognized tax counsel to the effect that (x) the Transfer
of such Residual Interest Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and (y) such
Transfer of such Residual Interest Certificate will not be disregarded for
United States federal income tax purposes.
"Disqualified Organization" shall mean any of the following: (i) the
United States, any State or any political subdivision thereof, any foreign
government, international organization, or any agency or instrumentality of any
of the foregoing; (ii) any organization (except certain farmers' cooperatives
described in Section 521 of the Code) that is exempt from the tax imposed by
Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business income); (iii) rural electric and
telephone cooperatives described in Section 1381 of the Code; or (iv) any other
Person so designated by the Trustee or the Tax Administrator based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Interest Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates, other than such
Person, to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Residual Interest Certificate to such Person. The terms "United States,"
"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
"Disqualified Partnership" shall mean any domestic entity classified
as a partnership under the Code if any of its beneficial owners are Disqualified
Non-United States Tax Persons.
"Distributable Certificate Interest" shall mean, with respect to any
Class of Regular Interest Certificates for any Distribution Date, subject to
Section 4.05(b), an amount of interest equal to the amount of Accrued
Certificate Interest in respect of such Class of Certificates for the related
Interest Accrual Period, reduced (to not less than zero) by that portion, if
any, of the Net Aggregate Prepayment Interest Shortfall for such Distribution
Date allocated to such Class of Certificates as provided below. The Net
Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date
shall be allocated among the respective Classes of Regular Interest Certificates
on a pro rata basis in accordance with, the respective amounts of Accrued
Certificate Interest for each such Class of Certificates for the related
Interest Accrual Period.
"Distribution Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b), which shall
be entitled "LaSalle Bank National Association, as Trustee, in trust for the
registered holders of Greenwich Capital Commercial Funding Corp., Commercial
Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series
2005-GG3" which account shall be deemed to consist of, collectively, the
Lower-Tier Distribution Account, the Upper-Tier Distribution Account and the
Interest Reserve Account.
"Distribution Date" shall mean the date each month, commencing in
March 2005, on which, among other things, the Trustee is to make distributions
on the Certificates, which date shall be the tenth day of the month, or if such
tenth day is not a Business Day, then the Business Day immediately following
such tenth day, provided that the Distribution Date will be at least four
Business Days following the related Determination Date.
"Distribution Date Statement" shall have the meaning assigned
thereto in Section 4.02(a).
"Document Defect" shall have the meaning assigned thereto in Section
2.03(a).
"Due Date" shall mean: (i) with respect to any Loan on or prior to
its Stated Maturity Date, the day of the month set forth in the related Mortgage
Note on which each Monthly Payment on such Loan is scheduled to be first due;
(ii) with respect to any Loan after its Stated Maturity Date, the day of the
month set forth in the related Mortgage Note on which each Monthly Payment on
such Loan had been scheduled to be first due; and (iii) with respect to any REO
Loan, the day of the month set forth in the related Mortgage Note on which each
Monthly Payment on the related Loan had been scheduled to be first due.
"XXXXX" shall mean the Commission's Electronic Data Gathering,
Analysis and Retrieval system.
"Eligible Account" shall mean any of: (i) an account maintained with
a federal or state chartered depository institution or trust company, the
long-term deposit or unsecured debt obligations of which are rated at least
"Aa3" by Moody's and at least "AA-" (or, if such depository institution or trust
company has short-term unsecured debt obligations rated at least "A-1" by S&P,
at least "A+") by S&P (or, in the case of any Rating Agency, such lower rating
as will not result in an Adverse Rating Event with respect to any Class of
Certificates or Companion Loan Securities, as evidenced in writing by such
Rating Agency) at any time such funds are on deposit therein (if such funds are
to be held for more than 30 days), or the short-term deposits of which are rated
at least "P-1" by Moody's and at least "A-1" by S&P (or, in the case of any
Rating Agency, such lower rating as will not result in an Adverse Rating Event
with respect to any Class of Certificates or Companion Loan Securities, as
evidenced in writing by such Rating Agency) at any time such funds are on
deposit therein (if such funds are to be held for 30 days or less); or (ii) a
segregated trust account maintained with the trust department of a federal or
state chartered depository institution or trust company acting in its fiduciary
capacity (which may be the Trustee), is subject to supervision or examination by
federal or state authority and, in the case of a state chartered depository
institution or trust company, is subject to regulations regarding fiduciary
funds on deposit therein substantially similar to 12 CFR ss. 9.10(b); or (iii)
any other account, the use of which would not, in and of itself, cause an
Adverse Rating Event with respect to any Class of Certificates or Companion Loan
Securities, as evidenced in writing by each Rating Agency; or (iv) PNC Bank,
National Association so long as its short term unsecured debt is rated at least
"P-1" by Moody's, "A-1" by S&P and "F-1" by Fitch Ratings and its long term
unsecured debt is rated at least "A-" by S&P.
"Environmental Assessment" shall mean a "Phase I assessment" as
described in and meeting the criteria of Chapter 5 of the Xxxxxx Xxx Multifamily
Guide and the ASTM Standard for Environmental Site Assessments, each as amended
from time to time.
"Environmental Insurance Policy" shall mean, with respect to any
Mortgaged Property or REO Property, any insurance policy covering pollution
conditions and/or other environmental conditions that is maintained from time to
time in respect of such Mortgaged Property or REO Property, as the case may be,
for the benefit of, among others, the Trustee on behalf of the
Certificateholders.
"Environmentally Insured Mortgage Loans" shall mean the Mortgage
Loans identified on Schedule III hereto.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"Escrow Payment" shall mean any payment received by the Master
Servicer or the Special Servicer for the account of any Mortgagor for
application toward the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and other items for which an escrow has
been created in respect of the related Mortgaged Property.
"Euroclear" shall mean Euroclear Bank as operator of the Euroclear
System or any successor.
"Event of Default" shall have the meaning assigned thereto in
Section 7.01(a).
"Excess Liquidation Proceeds" shall mean the excess, if any, of (a)
the Net Liquidation Proceeds from the sale or liquidation of a Specially
Serviced Loan or REO Property, net of (i) interest on any related Advances, (ii)
any related Servicing Advances and (iii) any Liquidation Fee payable from such
Net Liquidation Proceeds, over (b) the amount needed to pay off the Mortgage
Loan or related REO Loan in full and reimburse the Trust for any prior
Additional Trust Fund Expenses related to such Loan.
"Excess Liquidation Proceeds Account" shall mean the segregated
account created and maintained by the Trustee pursuant to Section 3.04(d) in
trust for the Certificateholders, which shall be entitled "LaSalle Bank National
Association, as Trustee, in trust for the registered Holders of Greenwich
Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial
Mortgage Pass-Through Certificates, Series 2005-GG3."
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Exchange Act Reports" shall have the meaning assigned thereto in
Section 8.15(a).
"Exemption-Favored Party" shall mean any of (i) Greenwich Capital
Markets, (ii) any Person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with
Greenwich Capital Markets and (iii) any member of any underwriting syndicate or
selling group of which any Person described in clauses (i), (ii) or (iii) is a
manager or co-manager with respect to a Class of Investment Grade Certificates.
"Xxxxxx Mae" shall mean the Federal National Mortgage Association or
any successor.
"FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.
"FHLMC" shall mean the Federal Home Loan Mortgage Corporation or any
successor.
"Final Distribution Date" shall mean the Distribution Date on which
the final distribution is to be made with respect to the Certificates in
connection with a termination of the Trust Fund pursuant to Article IX.
"Final Recovery Determination" shall mean a determination by the
Special Servicer with respect to any Specially Serviced Loan or REO Property
that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and other payments or recoveries that the Special Servicer
has determined, in accordance with the Servicing Standard, will be ultimately
recoverable (or in the case of the Non-Serviced Loan Groups, a "Final Recovery
Determination" as defined in the applicable Lead PSA with respect to such loan);
provided that the term Final Recovery Determination shall not apply to: (i) a
Loan that was paid in full; or (ii) a Loan or REO Property, as the case may be,
that was purchased by (A) the applicable Mortgage Loan Seller pursuant to
Section 2.03(a) and the applicable Mortgage Loan Purchase Agreement, (B) a
Purchase Option Holder or its assignee pursuant to Section 3.19, (C) the
Depositor, the Mortgage Loan Sellers, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01, (D) the
holder of a related mezzanine loan in connection with a Loan default, as set
forth in the related intercreditor agreement or (E) in the case of the Loan
Group Trust Mortgage Loans, the related Companion Loan Noteholder or their
designees pursuant to the related Co-Lender Agreement.
"Fiscal Agent" shall mean ABN AMRO, in its capacity as fiscal agent
hereunder, or any successor fiscal agent appointed as herein provided.
"FV Price" shall have the meaning assigned thereto in Section
3.19(c).
"GAAP" shall mean generally accepted accounting principles in the
United States of America.
"Global Certificate" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates, either the related Rule 144A Global
Certificate or the Regulation S Global Certificate.
"Global Opinion" shall have the meaning assigned thereto in Section
11.12.
"Government Securities" shall mean "Government Securities" as
defined in Section 2(a)(16) of the Investment Company Act of 1940, excluding any
such securities that are not acceptable to any Rating Agency as Defeasance
Collateral.
"Grand Canal Shoppes at the Venetian Loan Group" shall have the
meaning assigned thereto in the Preliminary Statement.
"Grand Canal Shoppes at the Venetian Pari Passu Companion Loans"
shall have the meaning assigned thereto in the Preliminary Statement.
"Grand Canal Shoppes at the Venetian Trust Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"Greenwich Capital Markets" shall mean Greenwich Capital Markets,
Inc. or its successor in interest.
"Ground Lease" shall mean, with respect to any Mortgage Loan for
which the related Mortgagor has a leasehold interest in the related Mortgaged
Property, the lease agreement(s) (including any lease agreement with respect to
a master space lease) creating such leasehold interest.
"GSMC" shall mean Xxxxxxx Xxxxx Mortgage Company, a New York limited
partnership, and its successors in interest.
"Hazardous Materials" shall mean any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to CERCLA or any other federal, state or local
environmental related laws and regulations now existing or hereafter enacted,
and specifically including asbestos and asbestos-containing materials,
polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea
formaldehyde and any substance classified as being "in inventory," "usable work
in process" or similar classification which would, if classified as unusable, be
included in the foregoing definition.
"Holder" shall mean, with respect to a Certificate, a
Certificateholder and, with respect to any Uncertificated Lower-Tier Interest,
the Trust.
"HUD-Approved Servicer" shall mean a servicer that is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant to Sections
203 and 211 of the National Housing Act.
"Independent" shall mean, when used with respect to any specified
Person, any such Person who (i) is in fact independent of the Depositor, the
Mortgage Loan Sellers, the Master Servicer, the Special Servicer, any
Controlling Class Certificateholder, and with respect to matters relating to a
particular Loan Group any Companion Loan Noteholder, and any and all Affiliates
thereof, (ii) does not have any direct financial interest in or any material
indirect financial interest in any of the Depositor, the Mortgage Loan Sellers,
the Master Servicer, the Special Servicer, any Controlling Class
Certificateholder, and with respect to matters relating to a particular Loan
Group any Companion Loan Noteholder, or any Affiliate thereof, and (iii) is not
connected with the Depositor, the Mortgage Loan Sellers, the Master Servicer,
the Special Servicer, any Controlling Class Certificateholder, and with respect
to matters relating to a particular Loan Group any Companion Loan Noteholder, or
any Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided, however,
that a Person shall not fail to be Independent of the Depositor, the Mortgage
Loan Sellers, the Master Servicer, the Special Servicer, any Controlling Class
Certificateholder, any Companion Loan Noteholder, or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer, such Controlling Class Certificateholder, such
Companion Loan Noteholder or any Affiliate thereof, as the case may be, provided
that such ownership constitutes less than 1% of the total assets owned by such
Person.
"Independent Appraiser" shall mean an Independent professional real
estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the subject Mortgaged Property is located
certifies or licenses appraisers, is certified or licensed in such state, and
(iii) has a minimum of five years experience in the subject property type and
market.
"Independent Contractor" shall mean: (a) any Person that would be an
"independent contractor" with respect to the Lower-Tier REMIC within the meaning
of Section 856(d)(3) of the Code if the Lower-Tier REMIC was a real estate
investment trust (except that the ownership test set forth in that Section shall
be considered to be met by any Person that owns, directly or indirectly, 35
percent or more of any Class of Certificates, or such other interest in any
Class of Certificates as is set forth in an Opinion of Counsel, which shall be
at no expense to the Master Servicer, the Special Servicer, the Trustee or the
Trust Fund, delivered to the Trustee (and, if any of the Loan Groups are
affected, to the Companion Loan Noteholder), provided that (i) such REMIC Pool
does not receive or derive any income from such Person and (ii) the relationship
between such Person and such REMIC Pool is at arm's length, all within the
meaning of Treasury Regulations Section 1.856-4(b)(5); or (b) any other Person
upon receipt by the Trustee (and, if any of the Loan Groups are affected, by the
related Companion Loan Noteholder) of an Opinion of Counsel, which shall be at
no expense to the Master Servicer, the Special Servicer, the Trustee or the
Trust Fund, to the effect that the taking of any action in respect of any REO
Property by such Person, subject to any conditions therein specified, that is
otherwise herein contemplated to be taken by an Independent Contractor, will not
cause such REO Property to cease to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the
Code, or cause any income realized in respect of such REO Property to fail to
qualify as Rents from Real Property, due to such Person's failure to be treated
as an Independent Contractor.
"Initial Interest Reserve Account Deposit" shall mean an amount to
be deposited in the Interest Reserve Account on the Closing Date by each
Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement,
equal to the Interest Reserve Amounts to be distributed on the first
Distribution Date for the Interest Reserve Mortgage Loans.
"Initial Trust Balance" shall be as set forth in the Preliminary
Statement hereto and shall equal the aggregate Cut-off Date Balances of the
Mortgage Loans.
"Institutional Accredited Investor" or "IAI" shall mean an
"accredited investor" as defined in any of paragraphs (1), (2), (3) and (7) of
Rule 501(a) under the Securities Act or any entity in which all of the equity
owners come within such paragraphs.
"Insurance Policy" shall mean, with respect to any Loan, any hazard
insurance policy, flood insurance policy, title policy, Environmental Insurance
Policy or other insurance policy that is maintained from time to time in respect
of such Loan or the related Mortgaged Property.
"Insurance Proceeds" shall mean the proceeds paid under any
Insurance Policy, to the extent such proceeds are not applied to the restoration
of the related Mortgaged Property, released to the Mortgagor, or any tenants or
ground lessors, as the case may be, pursuant to the terms of the related
Mortgage or lease, in accordance with the Servicing Standard; provided, that
with respect to the 1370 Avenue of the Americas Trust Loan during a 1370 Avenue
of the Americas Non-Lead Servicing Period, "Insurance Proceeds" shall be limited
to only such proceeds of the type described in this definition that are remitted
to the Master Servicer on behalf of the Trust under the 1370 Avenue of the
Americas PSA and the related Co-Lender Agreement.
"Insured Environmental Event" shall have the meaning assigned
thereto in Section 3.07(d).
"Interest Accrual Basis" shall mean the basis on which interest
accrues in respect of any Loan, any Uncertificated Lower-Tier Interests or any
Class of Regular Interest Certificates, in each case consisting of one of the
following: (i) a 360-day year consisting of twelve 30-day months; (ii) actual
number of days elapsed in a 360-day year; (iii) actual number of days elapsed in
a 365-day year; or (iv) actual number of days elapsed in an actual calendar year
(taking account of leap year).
"Interest Accrual Period" shall mean with respect to any Class of
Regular Interest Certificates or Uncertificated Lower-Tier Interests and any
Distribution Date, the period beginning on the first day of the calendar month
preceding the calendar month in which the related Distribution Date occurs and
ending on the last day of the calendar month preceding the calendar month in
which such Distribution Date occurs, calculated assuming that each month has 30
days and each year has 360 days.
"Interested Person" shall mean the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, any Certificateholder, or
any Affiliate of any such Person.
"Interest Reserve Account" shall mean the sub-account of the
Distribution Account, which is created and maintained by the Trustee pursuant to
Section 3.04(c) in trust for Certificateholders, which shall be entitled
"LaSalle Bank National Association, as Trustee, in trust for the registered
holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust
2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3."
"Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for any
Distribution Date that occurs in February of any year and for any Distribution
Date that occurs in January of any year that is not a leap year, an amount equal
to one day's interest accrued at the related Mortgage Rate on the related Stated
Principal Balance as of the Due Date in the month in which such Distribution
Date occurs (but prior to the application of any amounts due on such Due Date),
to the extent that a Monthly Payment is Received in respect thereof for such Due
Date as of the related Determination Date or a P&I Advance is made under this
Agreement in respect thereof for such Due Date by such Distribution Date. The
Initial Interest Reserve Account Deposit shall be treated as an Interest Reserve
Amount.
"Interest Reserve Mortgage Loan" shall mean any Mortgage Loan that
accrues interest on an Actual/360 Basis.
"Interest Reserve REO Mortgage Loan" shall mean any REO Mortgage
Loan that relates to a predecessor Interest Reserve Mortgage Loan.
"Investment Account" shall have the meaning assigned thereto in
Section 3.06(a).
"Investment Grade Certificate" shall mean, as of any date of
determination, a Certificate, other than a Residual Interest Certificate, that
is rated in one of the four highest generic rating categories by at least one
Rating Agency.
"IRS" shall mean the Internal Revenue Service or any successor
agency.
"Late Collections" shall mean: (a) with respect to any Loan, all
amounts Received in connection therewith during any Collection Period, whether
as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise, which represent late collections of the principal and/or interest
portions of a Monthly Payment (other than a Balloon Payment) or an Assumed
Monthly Payment in respect of such Loan due or deemed due on a Due Date in a
previous Collection Period, or on a Due Date coinciding with or preceding the
Cut-off Date, and not previously recovered; and (b) with respect to any REO
Loan, all amounts Received in connection with the related REO Property during
any Collection Period, whether as Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late
collections of the principal and/or interest portions of a Monthly Payment
(other than a Balloon Payment) or an Assumed Monthly Payment in respect of the
predecessor Loan, or the principal and/or interest portions of an Assumed
Monthly Payment in respect of such REO Loan, due or deemed due on a Due Date in
a previous Collection Period and not previously recovered.
"Lead Fiscal Agent" shall mean each of the 2004-GG2 Fiscal Agent
and, during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370
Avenue of the Americas Fiscal Agent, if any.
"Lead Master Servicer" shall mean each of the 2004-GG2 Master
Servicer and, during a 1370 Avenue of the Americas Non-Lead Servicing Period,
the 1370 Avenue of the Americas Master Servicer.
"Lead PSA" shall mean each of the 2004-GG2 PSA and, during a 1370
Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the
Americas PSA.
"Lead Special Servicer" shall mean each of the 2004-GG2 Special
Servicer and, during a 1370 Avenue of the Americas Non-Lead Servicing Period,
the 1370 Avenue of the Americas Special Servicer.
"Lead Trustee" shall mean each of the 2004-GG2 Trustee and, during a
1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the
Americas Trustee.
"Liquidation Event" shall mean: (a) with respect to any Loan, any of
the following events--(i) such Loan is paid in full, (ii) a Final Recovery
Determination is made with respect to such Loan, (iii) such Loan or related Loan
Group Trust Mortgage Loan (or portion thereof with respect to the Grand Canal
Shoppes at the Venetian Trust Loan, Mall St. Xxxxxxxx Mortgage Loan or North
Star Mall Mortgage Loan is repurchased by the applicable Mortgage Loan Seller
pursuant to Section 2.03(a) and the applicable Mortgage Loan Purchase Agreement,
(iv) such Loan is purchased by a Purchase Option Holder or its assignee pursuant
to Section 3.19, (v) such Loan is purchased by the Depositor, the Special
Servicer, a Mortgage Loan Seller, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, (vi) such Loan is purchased by the
holder of a related mezzanine loan on behalf of the related Mortgagor in
connection with a Loan default, as set forth in the related intercreditor
agreement, or (vii) in the case of any of the Loan Group Trust Mortgage Loans,
such Loan Group Trust Mortgage Loan is purchased by any related Companion Loan
Noteholder or its designee pursuant to the related Co-Lender Agreement or the
related Lead PSA; and (b) with respect to any REO Property (and the related REO
Loan), any of the following events--(i) a Final Recovery Determination is made
with respect to such REO Property, or (ii) such REO Property is purchased by the
Depositor, the Special Servicer, a Mortgage Loan Seller, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01.
"Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not otherwise
covered by Servicing Advances) in connection with the liquidation of any
Specially Serviced Loan or REO Property pursuant to Sections 3.09 or 3.19
(including legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).
"Liquidation Fee" shall mean the fee designated as such in, and
payable to the Special Servicer in connection with certain specified events
pursuant to Section 3.11(b).
"Liquidation Fee Rate" shall mean, with respect to each Specially
Serviced Loan or REO Property as to which a Liquidation Fee is payable, 1.0%.
"Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds and REO Revenues) Received in connection with: (i) the full
or partial liquidation of a Mortgaged Property or other collateral constituting
security for a defaulted Loan, through trustee's sale, foreclosure sale, REO
Disposition or otherwise, exclusive of any portion thereof required to be
released to the related Mortgagor in accordance with applicable law and the
terms and conditions of the related Mortgage Note and Mortgage; (ii) the
realization upon any deficiency judgment obtained against a Mortgagor; (iii) the
purchase of a Specially Serviced Loan by a Purchase Option Holder or its
assignee pursuant to Section 3.19; (iv) the repurchase of a Mortgage Loan by the
applicable Mortgage Loan Seller(s) pursuant to Section 2.03(a) and the
applicable Mortgage Loan Purchase Agreement(s); (v) the purchase of a Mortgage
Loan or REO Property by the Depositor, a Mortgage Loan Seller, the Special
Servicer, a Controlling Class Certificateholder or the Master Servicer pursuant
to Section 9.01; (vi) the purchase of a Loan by the holder of a related
mezzanine loan on behalf of the related Mortgagor in connection with a Loan
default, as set forth in the related intercreditor agreement; (vii) in the case
of any of the Loan Group Trust Mortgage Loans, the purchase of such Mortgage
Loan by any related Companion Loan Noteholder or its designee pursuant to the
Co-Lender Agreement or the related Lead PSA; or (viii) except for purposes of
Sections 3.11(b) and (c), the transfer of any Loss of Value Payments from the
Loss of Value Reserve Fund to the Pool Custodial Account.
"Loan" shall mean any Mortgage Loan or Companion Loan.
"Loan Group" shall have the meaning assigned thereto in the
Preliminary Statement (and shall include any successor REO Loans).
"Loan Group Custodial Account" shall mean, with respect to any
Serviced Loan Group, the segregated account or sub-accounts created and
maintained by the Master Servicer pursuant to Section 3.04A on behalf of the
Holders of such Loan Group.
"Loan Group Directing Holder" with respect to any Serviced Loan
Group, will be as follows:
(a) with respect to the Tier 1 Loan Groups, for so long as (i) a
Control Appraisal Event does not exist and the holder of more than 50% of
the principal balance of the related Subordinate Companion Loan is not a
Mortgagor Affiliate Holder, the holder of such Subordinate Companion Loan,
or (ii) while a Control Appraisal Event does exist or if the holder of
more than 50% of the principal balance of the related Subordinate
Companion Loan is a Mortgagor Affiliate Holder, the Controlling Class
Directing Holder;
(b) with respect to the Tier 2 Loan Group, the Loan Group Directing
Holder shall be the Controlling Class Directing Holder; and
(c) with respect to the 1370 Avenue of the Americas Loan Group, for
so long as a 1370 Avenue of the Americas Lead Servicing Period exists, the
holder of the 1370 Avenue of the Americas Pari Passu Companion Loan
evidenced by that certain Amended and Restated Promissory Note A1, dated
as of November 9, 2004.
For purposes of this definition, in calculating the holders of more
than 50% of a Subordinate Companion Loan, the unpaid principal amount of such
Subordinate Companion Loan held by a Mortgagor Affiliate Holder shall be deemed
to be zero, except with respect to determining whether holders of more 50% of
such Subordinate Companion Loan are not Mortgagor Affiliate Holders.
"Loan Group Mortgaged Property" shall mean any of the properties
securing a Loan Group.
"Loan Group Noteholders" shall mean, with respect to each Loan
Group, the Trustee, as holder of the Mortgage Note or Mortgage Notes for the
related Loan Group Trust Mortgage Loan and the related Companion Loan
Noteholder.
"Loan Group Remittance Amount" shall mean, with respect to any
Master Servicer Remittance Date and each Serviced Loan Group, an amount equal
to: (a) the aggregate amount of (i) all payments and other collections on or
with respect to the applicable Loan Group and the related Mortgaged Property (if
it becomes an REO Property) that (A) were received as of the close of business
on the immediately preceding Determination Date (or in the case of the 1370
Avenue of the Americas Loan Group, by the close of business on the Due Date for
the 1370 Avenue of the Americas Loan Group) and (B) are on deposit or are
required to be on deposit in the related Loan Group Custodial Account as of
12:00 noon (New York City time) on such Master Servicer Remittance Date (or in
the case of the 1370 Avenue of the Americas Loan Group, as of 1:00 p.m. (New
York City time) on the Business Day following the Due Date for the 1370 Avenue
of the Americas Loan Group, including any such payments and other collections
transferred to the related Loan Group Custodial Account from the related Loan
Group REO Account (if established), and (ii) any and all P&I Advances made with
respect to the Loan Group Trust Mortgage Loan(s); net of (b) the portion of the
aggregate amount described in clause (a) of this definition that represents one
or more of the following--(i) Monthly Payments that are due on a Due Date
following the end of the related Collection Period, (ii) any amount payable or
reimbursable to any Person from the related Loan Group Custodial Account
pursuant to clauses (ii) through (xv) of Section 3.05A, and (iii) any amounts
deposited in the related Loan Group Custodial Account in error.
"Loan Group Remittance Date" shall mean, (i) with respect to each
Serviced Companion Loan that is not an asset of a securitization, the Master
Servicer Remittance Date and (ii) in the case of each other Serviced Companion
Loan that is an asset of a securitization, the earlier of (A) the Master
Servicer Remittance Date and (B) the Business Day prior to the date that is the
equivalent to the "Master Servicer Remittance Date" in such securitization but
in no event earlier than the first Business Day following the Determination
Date.
"Loan Group REO Account" shall mean, with respect to each Serviced
Loan Group the segregated account or accounts created and maintained by the
Special Servicer pursuant to Section 3.17 on behalf of the Certificateholders
and the related Companion Noteholders, which shall be entitled "GMAC Commercial
Mortgage Corporation, as Special Servicer, in trust for LaSalle Bank National
Association, as Trustee, for the registered holders of Greenwich Capital
Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial
Mortgage Pass-Through Certificates, Series 2005-GG3, and for [NAMES OF COMPANION
LOAN NOTEHOLDERS], as their interests may appear."
"Loan Group REO Property" shall mean the Loan Group Mortgaged
Property, if such Mortgaged Property becomes an REO Property hereunder.
"Loan Group Servicing Reports" shall mean, with respect to any
Serviced Loan Group, each of the CMSA Delinquent Loan Status Report, CMSA
Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical
Liquidation Report, CMSA REO Status Report, Loan Payoff Notification Report,
CMSA Loan Periodic Update File, CMSA Property File, CMSA Loan Level Reserve/LOC
Report, CMSA Financial File, CMSA Loan Setup File, CMSA Servicer Watch List,
CMSA Operating Statement Analysis Report, CMSA NOI Adjustment Worksheet and CMSA
Comparative Financial Status Report.
"Loan Group Trust Mortgage Loan" shall mean, with respect to any
Loan Group, the portion of such Loan Group that is a Mortgage Loan in the Trust.
"Loan Payoff Notification Report" shall mean a report containing
substantially the information described in Exhibit E attached hereto, and
setting forth for each Serviced Loan as to which written notice of anticipated
payoff has been received by the Master Servicer as of the Determination Date
preceding the delivery of such report, among other things, the mortgage loan
number, the property name, the ending scheduled loan balance for the Collection
Period ending on such Determination Date, the expected date of payment, the
expected related Distribution Date and the estimated amount of the Yield
Maintenance Charge or Prepayment Premium due (if any).
"Lockout Period" shall mean, with respect to any Loan that prohibits
the Mortgagor from prepaying such loan until a date specified in the related
Mortgage Note or other Loan document, the period from the Closing Date until
such specified date.
"Loss of Value Payment" shall have the meaning assigned thereto in
Section 2.03(a).
"Loss of Value Reserve Fund" shall mean the "outside reserve fund"
(within the meaning of Treasury Regulations Section 1.860G-2(h)) designated as
such pursuant to Section 3.04(f) of this Agreement. The Loss of Value Reserve
Fund will be part of the Trust Fund but not part of either REMIC.
"Loss Reimbursement Amount" shall mean:
(a) with respect to any Class of Principal Balance Certificates, for
any Distribution Date, the total amount of all Unfunded Principal Balance
Reductions, if any, incurred by (but not reimbursed to) the Holders of
such Class of Certificates on all prior Distribution Dates, if any; and
(b) with respect to any Lower-Tier Regular Interest, for any
Distribution Date, the total amount of all Unfunded Principal Balance
Reductions, if any, incurred by (but not reimbursed to) the Lower-Tier
REMIC with respect to such Lower-Tier Regular Interest on all prior
Distribution Dates, if any.
For purposes of this definition: (x) any increase in the Class
Principal Balance of any Class of Principal Balance Certificates pursuant to
Section 4.05(a) shall constitute a reimbursement to the Holders of such Class of
Principal Balance Certificates of any related Unfunded Principal Balance
Reductions; and (y) any increase in the Lower-Tier Interest Principal Balance of
any Lower-Tier Regular Interest pursuant to Section 4.05(c) shall constitute a
reimbursement to the Lower-Tier REMIC with respect to any related Unfunded
Principal Balance Reductions relating to such Lower-Tier Regular Interest.
"Lower-Tier Distribution Account" shall mean the sub-account deemed
to be a part of the Distribution Account and maintained by the Trustee pursuant
to Section 3.04(b).
"Lower-Tier Distribution Amount" shall mean the aggregate of amounts
distributable to the Uncertificated Lower-Tier Interests pursuant to Section
4.01(i).
"Lower-Tier Interest Principal Reinstatement Amount" shall have the
meaning assigned thereto pursuant to Section 4.05(c).
"Lower-Tier REMIC" shall mean the segregated pool of assets
constituting the primary trust created hereby and to be administered hereunder
with respect to which a separate REMIC election is to be made, and consisting
of: (i) the Mortgage Loans as from time to time are subject to this Agreement
and all payments under and proceeds of such Mortgage Loans received by the Trust
after the Closing Date, together with all documents included in the related
Mortgage Files; (ii) any REO Properties as from time to time are subject to this
Agreement and all income and proceeds therefrom (to the extent not allocable to
a Companion Loan) and a beneficial interest in the applicable portion of the
"REO Property" under the Lead PSA for the Non-Serviced Trust Loans; and (iii)
such funds or assets as from time to time are deposited in the Pool Custodial
Account, each Loan Group Custodial Account (to the extent not related to the
Companion Loans), the Lower-Tier Distribution Account and, if established, the
Pool REO Account and each Loan Group REO Account (to the extent not related to
the Companion Loans).
"Mall St. Xxxxxxxx Mortgage Loan" shall mean that certain Mortgage
Loan (evidenced by two Mortgage Notes, which are assets of the Trust Fund)
secured by the Mortgaged Property identified on the Mortgage Loan Schedule as
Mall St. Xxxxxxxx.
"Master Servicer" shall mean GMAC Commercial Mortgage Corporation,
in its capacity as master servicer hereunder, or any successor master servicer
appointed as herein provided.
"Master Servicer Remittance Amount" shall mean, with respect to any
Master Servicer Remittance Date, an amount equal to: (a) the aggregate amount of
all payments and other collections on or with respect to the Serviced Loans and
the Non-Serviced Trust Loans and any related REO Properties (including with
respect to the Non-Serviced Trust Loans, all payments remitted by the applicable
Lead Master Servicer) that (A) were Received as of the close of business on the
immediately preceding Determination Date (or in the case of the Non-Serviced
Trust Loans, as of 12:00 noon (New York City time) on the Master Servicer
Remittance Date or in the case of the 1370 Avenue of the Americas Trust Loan, as
of 1:00 p.m. (New York City time) on the Business Day following the Due Date of
the 1370 Avenue of the Americas Loan Group) and (B) are on deposit or are
required to be on deposit in the Pool Custodial Account as of 12:00 noon (New
York City time) on such Master Servicer Remittance Date, including any such
payments and other collections transferred to the Pool Custodial Account from
the Pool REO Account (if established); net of (b) the portion of the aggregate
amount described in clause (a) of this definition that represents one or more of
the following--(i) Monthly Payments that are due on a Due Date following the end
of the related Collection Period, (ii) any amount payable or reimbursable to any
Person from the Pool Custodial Account pursuant to clauses (ii) through (xviii)
of Section 3.05(a), (iii) any Excess Liquidation Proceeds and (iv) any amounts
deposited in the Pool Custodial Account in error.
"Master Servicer Remittance Date" shall mean the date each month,
commencing in March 2005, on which, among other things, the Master Servicer is
required to (i) make P&I Advances and (ii) transfer the Master Servicer
Remittance Amount and any Excess Liquidation Proceeds to the Trustee, which date
shall be the Business Day immediately preceding each Distribution Date.
"Master Servicing Fee" shall mean, with respect to each Serviced
Loan and the Non-Serviced Trust Loans (and, in each case, any successor REO Loan
with respect thereto), the fee designated as such and payable to the Master
Servicer pursuant to Section 3.11(a). The Master Servicing Fee includes any
servicing fee rate payable to any third-party servicers that sub-service or
primary service the loans on behalf of the Master Servicer, but does not include
any primary servicing fee payable with respect to a Non-Serviced Trust Loan to
the applicable Lead Master Servicer under the applicable Lead PSA.
"Master Servicing Fee Rate" shall mean, with respect to each
Serviced Loan and the Non-Serviced Trust Loans and any successor REO Loan, the
rate per annum specified as such on the Mortgage Loan Schedule. With respect to
each Loan Group, the Master Servicing Fee Rate for the related Mortgage Loan may
be different than the Master Servicing Fee Rate for the related Companion Loan,
as more particularly set forth on the Mortgage Loan Schedule.
"Material Breach" shall have the meaning assigned thereto in Section
2.03(a).
"Material Document Defect" shall have the meaning assigned thereto
in Section 2.03(a).
"Modified Loan" shall mean any Serviced Loan as to which any
Servicing Transfer Event has occurred and which has been modified by the Special
Servicer pursuant to Section 3.21 in a manner that:
(a) affects the amount or timing of any payment of principal or
interest due thereon (other than, or in addition to, bringing Monthly
Payments current with respect to such Loan);
(b) except as expressly contemplated by the related Loan documents,
results in a release of the lien of the related Mortgage on any material
portion of the related Mortgaged Property without a corresponding
Principal Prepayment in an amount, or the delivery of substitute real
property collateral with a fair market value (as is), that is not less
than the fair market value (as is) of the property to be released, as
determined by an appraisal delivered to the Special Servicer (at the
expense of the related Mortgagor and upon which the Special Servicer may
conclusively rely); or
(c) in the reasonable, good faith judgment of the Special Servicer,
otherwise materially impairs the security for such Loan or materially
reduces the likelihood of timely payment of amounts due thereon.
"Monthly Payment" shall mean, with respect to any Loan, as of any
Due Date, the scheduled monthly debt service payment on such Loan that is
actually payable by the related Mortgagor from time to time under the terms of
the related Mortgage Note (as such terms may be changed or modified in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or by reason of a modification, extension, waiver or amendment granted
or agreed to by the Special Servicer pursuant to Section 3.21), including any
Balloon Payment payable in respect of such Loan on such Due Date; provided that
the Monthly Payment due in respect of any Loan shall not include Default
Interest.
"Moody's" shall mean Xxxxx'x Investors Service, Inc. or its
successor in interest. If neither such rating agency nor any successor remains
in existence, "Moody's" shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person designated by
the Depositor, notice of which designation shall be given to the Trustee, the
Fiscal Agent, the Master Servicer and the Special Servicer, and specific ratings
of Xxxxx'x Investors Service, Inc. herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.
"Mortgage" shall mean, with respect to any Loan, the mortgage, deed
of trust, deed to secure debt or similar instrument that secures the related
Mortgage Note and creates a lien on the related Mortgaged Property.
"Mortgage File" shall mean:
(a) with respect to any Mortgage Loan and, in the case of any Loan
Group, any Companion Loan, the following documents collectively (which, in
the case of a Loan Group, except for the Mortgage Note referred to in
clause (i) and clause (vi) of this definition, relates to an entire Loan
Group):
(i) (A) the original executed Mortgage Note for such Mortgage
Loan, endorsed (without recourse, representation or warranty,
express or implied) to the order of "LaSalle Bank National
Association, as trustee for the registered holders of Greenwich
Capital Commercial Funding Corp., Commercial Mortgage Trust
2005-GG3, Commercial Mortgage Pass-Through Certificates, Series
2005-GG3" or in blank, and further showing a complete, unbroken
chain of endorsement from the originator or, in the case of the Mall
St. Xxxxxxxx Mortgage Loan and the North Star Mall Mortgage Loan,
the originators (if such originator is not the Mortgage Loan Seller)
(or, alternatively, if the original executed Mortgage Note has been
lost, a lost note affidavit and indemnity with a copy of such
Mortgage Note), and (B) in the case of a Loan Group, a copy of the
executed Mortgage Note for the related Companion Loan;
(ii) an original or copy of the Mortgage, together with
originals or copies of any and all intervening assignments thereof,
in each case (unless the particular item has not been returned from
the applicable recording office) with evidence of recording
indicated thereon;
(iii) an original or copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage), together
with originals or copies of any and all intervening assignments
thereof, in each case (unless the particular item has not been
returned from the applicable recording office) with evidence of
recording indicated thereon;
(iv) an original executed assignment, in recordable form
(except for recording information not yet available if the
instrument being assigned has not been returned from the applicable
recording office), of (A) the Mortgage and (B) any related
Assignment of Leases (if such item is a document separate from the
Mortgage), in favor of "LaSalle Bank National Association, in its
capacity as trustee for the registered holders of Greenwich Capital
Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3,
Commercial Mortgage Pass-Through Certificates, Series 2005-GG3" (or,
in each case, a copy thereof, certified to be the copy of such
assignment submitted for recording);
(v) an original or copy of the assignment of all unrecorded
documents relating to the Mortgage Loan, in favor of "LaSalle Bank
National Association, as trustee for the registered holders of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates,
Series 2005-GG3";
(vi) originals or copies of final written modification
agreements in those instances where the terms or provisions of the
Mortgage Note for such Mortgage Loan (or, if applicable, either
Mortgage Note of a Loan Group) or the related Mortgage have been
modified as to a monetary term or other material term thereof, in
each case (unless the particular item has not been returned from the
applicable recording office) with evidence of recording indicated
thereon if the instrument being modified is a recordable document;
(vii) the original or a copy of the policy or certificate of
lender's title insurance issued in connection with such Mortgage
Loan (or, if such policy has not been issued, a "marked-up" pro
forma title policy marked as binding and countersigned by the title
insurer or its authorized agent, or an irrevocable, binding
commitment to issue such title insurance policy);
(viii) filed copies (with evidence of filing) of any prior
effective UCC Financing Statements in favor of the originator of
such Mortgage Loan or in favor of any assignee prior to the Trustee
(but only to the extent the applicable Mortgage Loan Seller had
possession of such UCC Financing Statements prior to the Closing
Date) and an original UCC-2 or UCC-3 assignment thereof, as
appropriate, in form suitable for filing, in favor of "LaSalle Bank
National Association, in its capacity as trustee for the registered
holders of Greenwich Capital Commercial Funding Corp., Commercial
Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through
Certificates, Series 2005-GG3";
(ix) an original or copy of the related Ground Lease relating
to such Mortgage Loan, if any;
(x) an original or copy of the related loan agreement, if any;
(xi) an original of the related guaranty of payment under, or
an original of the letter of credit (which original shall be
delivered by the Trustee to the Master Servicer with a copy
retained) in connection with, such Mortgage Loan, if any;
(xii) an original or copy of the lock-box agreement or cash
management agreement relating to such Mortgage Loan, if any;
(xiii) an original or copy of the environmental indemnity from
the related Mortgagor, if any;
(xiv) an original or copy of the related security agreement
(if such item is a document separate from the Mortgage) and, if
applicable, the originals or copies of any intervening assignments
thereof;
(xv) an original assignment of the related security agreement
(if such item is a document separate from the Mortgage and if such
item is not included in the assignment described in clause (v)), in
favor of "LaSalle Bank National Association, in its capacity as
trustee for the registered holders of Greenwich Capital Commercial
Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial
Mortgage Pass-Through Certificates, Series 2005-GG3";
(xvi) in the case of a Loan Group, a copy of the related
Co-Lender Agreement;
(xvii) in the case of any Loan as to which there exists a
related mezzanine loan, the original or a copy of the related
intercreditor agreement;
(xviii) an original or copy of any related Environmental
Insurance Policy; and
(xix) with respect to hospitality properties, a signed copy of
the franchise agreement (if any), franchisor comfort letter (if any)
and transfer documents for such comfort letter;
provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf, such term
shall not be deemed to include such documents required to be included therein
unless they are actually so received, and with respect to any receipt or
certification by the Trustee or a Custodian on its behalf for documents
described in clauses (a)(vi) and (a)(ix) through (a)(xviii) of this definition,
shall be deemed to include such documents only to the extent the Trustee or a
Custodian on its behalf has actual knowledge of their existence; provided,
further, with respect to the Non-Serviced Trust Loans, the preceding delivery
requirements with respect to clause (a)(i) of this definition will be satisfied
by delivery of the original Mortgage Note (and all intervening endorsements) and
with respect to clauses (a)(ii) through (a)(xix) of this definition by delivery
by the applicable Mortgage Loan Seller of copies of the "mortgage file"
delivered under the applicable Lead PSA.
With respect to the Grand Canal Shoppes at the Venetian Trust Loan,
the Mall St. Xxxxxxxx Mortgage Loan and the North Star Mall Mortgage Loan, the
delivery of the Mortgage File by either Commerzbank or GSMC shall satisfy the
delivery requirements for both Commerzbank and GSMC.
"Mortgage Loan" shall mean each of the mortgage loans listed on the
Mortgage Loan Schedule and from time to time held in the Trust Fund. As used
herein, the term "Mortgage Loan" includes the related Mortgage Note(s), Mortgage
and other security documents contained in the related Mortgage File or otherwise
held on behalf of the Trust. The term "Mortgage Loan" includes the "Loan Group
Trust Mortgage Loan" portion of each Loan Group, but does not include any
Companion Loans.
"Mortgage Loan Purchase Agreement" shall mean the Mortgage Loan
Purchase Agreement dated as of February 10, 2005 and entered into by and between
the Depositor and the applicable Mortgage Loan Seller.
"Mortgage Loan Schedule" shall mean the list of Mortgage Loans
transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Schedule I (and also delivered to the Trustee and the Master
Servicer in a computer readable format). Such list shall set forth the following
information with respect to each Mortgage Loan:
(i) the Mortgage Loan number;
(ii) the street address (including city, state and zip code)
and name of the related Mortgaged Property;
(iii) the Cut-off Date Balance;
(iv) the amount of the Monthly Payment due on the first Due
Date following the Closing Date;
(v) the original Mortgage Rate;
(vi) the (A) remaining term to stated maturity and (B) Stated
Maturity Date;
(vii) in the case of a Balloon Mortgage Loan, the remaining
amortization term;
(viii) the Interest Accrual Basis;
(ix) the (A) Administrative Cost Rate, and (B) Master
Servicing Fee Rate (separately identifying any primary servicing fee
rate or subservicing fee rate included in the Master Servicing Fee
Rate, and in the case of each Loan Group, separately identifying the
Master Servicing Fee Rate applicable to each Loan in such Loan
Group);
(x) whether the Mortgage Loan is secured by a Ground Lease;
(xi) the Mortgage Loan Seller(s);
(xii) the originator (or in the case of the Mall St. Xxxxxxxx
Mortgage Loan and the North Star Mall Mortgage Loan, the
originators);
(xiii) whether the related Mortgage Loan is a Defeasance Loan;
(xiv) whether the Mortgage Loan is a Cross-Collateralized
Mortgage Loan and the Cross-Collateralized Group to which it
belongs;
(xv) whether there is a letter of credit in place for the
related Mortgage Loan; and
(xvi) whether such Mortgage Loan is part of a Serviced Loan
Group, in which case the information required by clauses (iii),
(iv), (v), (vi), (vii), (viii) and (ix)(B) shall also be set forth
for the Companion Loan in such Loan Group.
"Mortgage Loan Sellers" shall mean each of Greenwich Capital
Financial Products, Inc., GSMC and Commerzbank.
"Mortgage Note" shall mean the original executed note or notes
evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with
any rider, addendum or amendment thereto, or any renewal, substitution or
replacement of such note or notes.
"Mortgage Pool" shall mean all of the Mortgage Loans and any
successor REO Mortgage Loan. The Mortgage Pool does not include any Companion
Loan or any related REO Loan.
"Mortgage Pool Data Update Report" shall mean, with respect to any
Distribution Date, a report (which may be included as part of the Distribution
Date Statement), prepared by the Trustee, containing information regarding the
Loans as of the end of the related Collection Period, which report shall contain
substantially the categories of information regarding the Loans set forth on
Annex A to the Prospectus Supplement (calculated, where applicable, on the basis
of the most recent relevant information provided by the Mortgagors to the Master
Servicer or the Special Servicer, as the case may be, and by the Master Servicer
or the Special Servicer, as the case may be, to the Trustee), and which
information shall be presented in tabular format substantially similar to the
format utilized on such annex and shall also include a loan-by-loan listing (in
descending balance order) showing loan number, property type, location, unpaid
principal balance, Mortgage Rate, paid-through date, maturity date, gross
interest portion of the Monthly Payment, principal portion of the Monthly
Payment, and any Prepayment Premium or Yield Maintenance Charge received.
"Mortgage Rate" shall mean, with respect to each Loan (and any
successor REO Loan with respect thereto), the related annualized rate at which
interest is scheduled (in the absence of a default) to accrue on such Loan from
time to time in accordance with the related Mortgage Note and applicable law, as
such rate may be modified in accordance with Section 3.21 or in connection with
a bankruptcy, insolvency or similar proceeding involving the related Mortgagor.
Notwithstanding the foregoing, if any Mortgage Loan does not accrue interest on
the basis of a 360-day year consisting of twelve 30-day months, then, solely for
purposes of calculating Pass-Through Rates, the Mortgage Rate of such Mortgage
Loan for any one-month period preceding a related Due Date shall be the
annualized rate at which interest would have to accrue in respect of such
Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months
in order to produce the aggregate amount of interest actually accrued (exclusive
of Default Interest) in respect of such Mortgage Loan during such one-month
period at the related Mortgage Rate; provided, however, that with respect to any
Interest Reserve Mortgage Loan, the Mortgage Rate for (A) the one month period
preceding the Due Dates that occur in January and February in any year that is
not a leap year or the one month period preceding the Due Date that occurs in
February in any year that is a leap year will be determined exclusive of the
Interest Reserve Amount withheld from that month, and (B) the one month period
preceding the Due Date in March will be determined inclusive of the amounts
withheld from the immediately preceding February and, if applicable, January
(including the Initial Interest Reserve Account Deposit).
"Mortgaged Property" shall mean the real property (together with all
improvements and fixtures thereon) subject to the lien of a Mortgage.
"Mortgagor" shall mean, individually and collectively, as the
context may require, the obligor or obligors under a Loan, including any Person
that has not signed the related Mortgage Note but owns an interest in the
related Mortgaged Property, which interest has been encumbered to secure such
Loan.
"Mortgagor Affiliate Holder" shall mean any Companion Loan
Noteholder or Certificateholder that is a Mortgagor or an Affiliate of the
Mortgagor (including any Companion Loan Noteholder, its Affiliate, a
Certificateholder or its Affiliate, in each case, that was a lender of the
Mortgagor and has foreclosed on the equity interests in the Mortgagor or any
Companion Loan Noteholder or Certificateholder that acquires, directly or
through an Affiliate, a direct equity interest in the Mortgaged Property).
"Net Aggregate Prepayment Interest Shortfall" shall mean, with
respect to any Distribution Date and any Serviced Loan, the amount, if any, by
which (a) the aggregate of all Prepayment Interest Shortfalls incurred in
connection with the receipt of Principal Prepayments and/or, insofar as they
result from the application of Insurance Proceeds and/or Condemnation Proceeds,
other early recoveries of principal Received on such Mortgage Loans (including
Specially Serviced Loans) during the related Collection Period, exceeds (b) the
aggregate amount deposited by the Master Servicer in the Distribution Account
for such Distribution Date pursuant to Section 3.20(a) in connection with such
Prepayment Interest Shortfalls.
"Net Default Charges" shall have the meaning assigned thereto in
Section 3.27(a).
"Net Investment Earnings" shall mean, with respect to any Investment
Account for any Collection Period, the amount, if any, by which the aggregate of
all interest and other income realized during such Collection Period on funds
held in such Investment Account (exclusive, in the case of a Servicing Account,
a Reserve Account or the Defeasance Deposit Account, of any portion of such
interest or other income payable to a Mortgagor in accordance with the related
Loan documents and applicable law), exceeds the aggregate of all losses, if any,
incurred during such Collection Period in connection with the investment of such
funds in accordance with Section 3.06 (exclusive, in the case of a Servicing
Account, a Reserve Account or the Defeasance Deposit Account, of any portion of
such losses that were incurred in connection with investments made for the
benefit of a Mortgagor).
"Net Investment Loss" shall mean, with respect to any Investment
Account for any Collection Period, the amount by which the aggregate of all
losses, if any, incurred during such Collection Period in connection with the
investment of funds held in such Investment Account in accordance with Section
3.06 (exclusive, in the case of a Servicing Account, a Reserve Account or the
Defeasance Deposit Account, of any portion of such losses that were incurred in
connection with investments made for the benefit of a Mortgagor), exceeds the
aggregate of all interest and other income realized during such Collection
Period on such funds (exclusive, in the case of a Servicing Account, a Reserve
Account or the Defeasance Deposit Account, of any portion of such interest or
other income payable to a Mortgagor in accordance with the related Loan
documents and applicable law).
"Net Liquidation Proceeds" shall mean the excess, if any, of all
Liquidation Proceeds received with respect to any Specially Serviced Loan or REO
Property, over the amount of all Liquidation Expenses incurred with respect
thereto.
"Net Mortgage Rate" shall mean with respect to any Mortgage Loan or
REO Loan, as of any date of determination, a rate per annum equal to the related
Mortgage Rate then in effect, minus the Administrative Cost Rate; provided,
however, that for purposes of calculating Pass-Through Rates, the Net Mortgage
Rate for any Mortgage Loan will be determined without regard to any
modification, waiver or amendment of the terms of such Mortgage Loan, whether
agreed to by the Master Servicer or Special Servicer or resulting from a
bankruptcy, insolvency or similar proceeding involving the Mortgagor.
"Net Prepayment Consideration" shall mean the Prepayment
Consideration Received with respect to any Mortgage Loan or REO Mortgage Loan,
net of any Workout Fee or Liquidation Fee payable therefrom.
"New Lease" shall mean any lease of REO Property entered into at the
direction of the Special Servicer, including any lease renewed, modified or
extended on behalf of the Trustee and, in the case of any Serviced Loan Group,
the related Companion Loan Noteholder, if the Trust has the right to renegotiate
the terms of such lease.
"Nonrecoverable Advance" shall mean any Nonrecoverable P&I Advance
or Nonrecoverable Servicing Advance. Workout-Delayed Reimbursement Amounts shall
constitute a Nonrecoverable Advance only when the Person making such
determination in accordance with the procedures specified in the definition of
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, as applicable,
and taking into account factors such as all other outstanding Advances, has
determined that such Workout-Delayed Reimbursement Amount constitutes either a
Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance. Any
determination as to whether an Advance is or, if made, would be a Nonrecoverable
Advance, if made by the Master Servicer or the Special Servicer shall be made in
accordance with the Servicing Standard and if made by the Trustee or the Fiscal
Agent shall be made in such party's reasonable, good faith judgment.
"Nonrecoverable P&I Advance" shall mean with respect to any Mortgage
Loan, any P&I Advance previously made or proposed to be made in respect of such
Loan or a related REO Loan by the Master Servicer, the Trustee or the Fiscal
Agent, which P&I Advance such party or the Special Servicer has determined will
not be ultimately recoverable from late payments, Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds, or any other recovery on or in
respect of such Mortgage Loan, Loan Group or REO Loan, as the case may be. Any
determination as to whether a P&I Advance is or, if made, would be a
Nonrecoverable P&I Advance, if made by the Master Servicer or the Special
Servicer shall be made in accordance with the Servicing Standard and if made by
the Trustee or the Fiscal Agent shall be made in such party's reasonable, good
faith judgment.
"Nonrecoverable Servicing Advance" shall mean any Servicing Advance
previously made or proposed to be made in respect of a Loan or REO Property by
the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, or
in the case of the Grand Canal Shoppes at the Venetian Trust Loan, made by the
2004-GG2 Master Servicer, the 2004-GG2 Special Servicer, the 2004-GG2 Trustee or
the 2004-GG2 Fiscal Agent, or in the case of the 1370 Avenue of the Americas
Trust Loan during a 1370 Avenue of the Americas Non-Lead Servicing Period, made
by the 1370 Avenue of the Americas Master Servicer, the 1370 Avenue of the
Americas Special Servicer, the 1370 Avenue of the Americas Trustee or the 1370
Avenue of the Americas Fiscal Agent, which Servicing Advance such party or the
Special Servicer has determined will not be ultimately recoverable from late
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or
any other recovery on or in respect of such Loan or REO Property, as the case
may be. Any Servicing Advance that is not (i) required to be repaid by the
related Mortgagor under the terms of the related Mortgage Loan documents or (ii)
cannot be collected from the Mortgagor under applicable law shall be deemed to
be a Nonrecoverable Advance for purposes of the Master Servicer's, the Special
Servicer's, the Trustee's or the Fiscal Agent's entitlement to reimbursement for
such Advance. Any determination as to whether a Servicing Advance is or, if
made, would be a Nonrecoverable Servicing Advance, if made by the Master
Servicer or the Special Servicer shall be made in accordance with the Servicing
Standard and if made by the Trustee or the Fiscal Agent shall be made in such
party's reasonable, good faith judgment.
"Non-Registered Certificate" shall mean any Certificate that has not
been the subject of registration under the Securities Act. As of the Closing
Date, the Class XP, Class XC, Class F, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O, Class P, Class R-I and Class R-II Certificates are
Non-Registered Certificates.
"Non-Serviced Companion Loan" shall mean each of (i) the Grand Canal
Shoppes at the Venetian Pari Passu Companion Loans and, (ii) during a 1370
Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the
Americas Pari Passu Companion Loans.
"Non-Serviced Loan Group" shall mean, individually or collectively,
as applicable, (i) the Grand Canal Shoppes at the Venetian Loan Group and, (ii)
during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue
of the Americas Loan Group.
"Non-Serviced Trust Loan" shall mean each of (i) the Grand Canal
Shoppes at the Venetian Trust Loan and, (ii) during a 1370 Avenue of the
Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Trust Loan.
"Non-United States Tax Person" shall mean any Person other than a
United States Tax Person.
"North Star Mall Mortgage Loan" shall mean that certain Mortgage
Loan (evidenced by two Mortgage Notes, which are assets of the Trust Fund)
secured by the Mortgaged Property identified on the Mortgage Loan Schedule as
North Star Mall.
"Notional Amount" means, as of any date of determination: (i) with
respect to all of the Class XP or Class XC Certificates as a Class, Class XP
Notional Amount or Class XC Notional Amount, as applicable, as of such date of
determination; and (ii) with respect to any Class XP or Class XC Certificate,
the product of the Percentage Interest evidenced by such Certificate and the
Class XP Notional Amount or Class XC Notional Amount, as applicable, as of such
date of determination.
"Officer's Certificate" shall mean a certificate signed by a
Servicing Officer of the Master Servicer or the Special Servicer, as the case
may be or by a Responsible Officer of the Trustee or the Fiscal Agent, as the
case may be, and shall mean with respect to any other Person, a certificate
signed by any of the Chairman of the Board, the Vice Chairman of the Board, the
President, any Vice President or Managing Director, an Assistant Vice President
or any other authorized officer (however denominated) or another officer
customarily performing functions similar to those performed by any of the above
designated officers or, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.
"Opinion of Counsel" shall mean a written opinion of counsel, who
may, without limitation, be salaried counsel for the Depositor, the Master
Servicer or the Special Servicer, acceptable in form and delivered to the
Trustee or any other specified Person, as the case may be, except that any
opinion of counsel relating to (a) the qualification of the Lower-Tier REMIC or
the Upper-Tier REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c)
whether any act or event would cause an Adverse REMIC Event, or (e) the
resignation of the Master Servicer or the Special Servicer pursuant to this
Agreement, must be a written opinion of Independent counsel acceptable to and
delivered to the Trustee or any other specified Person, as the case may be.
"Original Lower-Tier Principal Amount" shall mean the amount set
forth under the column bearing such title in the table in the Preliminary
Statement hereto.
"Original Class Principal Balance" shall mean, with respect to any
Class of Principal Balance Certificates, the initial Class Principal Balance
thereof as of the Closing Date, in each case as specified in the Preliminary
Statement.
"OTS" shall mean the Office of Thrift Supervision or any successor
thereto.
"Ownership Interest" shall mean, as to any Certificate, any
ownership or security interest in such Certificate as the Holder thereof and any
other interest therein, whether direct or indirect, legal or beneficial, as
owner or as pledgee.
"P&I Advance" shall mean, as to any Mortgage Loan or a related REO
Loan, any advance made by the Master Servicer, the Trustee or the Fiscal Agent
pursuant to Section 4.03 or Section 4.03A, as applicable.
"Pari Passu Companion Loan" shall have the meaning assigned thereto
in the Preliminary Statement.
"Pass-Through Rate" shall mean:
(a) with respect to the Class A-1 Certificates for any Interest
Accrual Period, 3.91900% per annum;
(b) with respect to the Class A-2 Certificates for any Interest
Accrual Period, 4.30500% per annum;
(c) with respect to the Class A-3 Certificates for any Interest
Accrual Period, 4.56900% per annum;
(d) with respect to the Class A-AB Certificates for any Interest
Accrual Period, 4.61900%, per annum;
(e) with respect to the Class A-4 Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i) 4.79900% per
annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual Period;
(f) with respect to the Class A-1-A Certificates for any Interest
Accrual Period, 4.50900% per annum;
(g) with respect to the Class A-J Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i) 4.85900% per
annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual Period;
(h) with respect to the Class B Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i) 4.89400% per
annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual Period;
(i) with respect to the Class C Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i) 4.91300% per
annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual Period;
(j) with respect to the Class D Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i) 4.98600% per
annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual Period;
(k) with respect to the Class E Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i) and 5.08700% per
annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual Period;
(l) with respect to the Class F Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i) 5.28700% per
annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual Period;
(m) with respect to the Class G Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i) 5.43700% per
annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual Period;
(n) with respect to the Class H Certificates for any Interest
Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
Rate for such Interest Accrual Period;
(o) with respect to each of the Class J, Class K, Class L, Class M,
Class N, Class O and Class P Certificates for any Interest Accrual Period,
an annual rate equal to the lesser of (i) 4.68500% per annum and (ii) the
Weighted Average Net Mortgage Rate for such Interest Accrual Period;
(p) with respect to the Class XC Certificates for any Interest
Accrual Period, an annual rate equal to the weighted average of the Class
XC Strip Rates for the Components for such Distribution Date (weighted on
the basis of the respective Component Notional Amounts of such Components
outstanding immediately prior to such Distribution Date); and
(q) with respect to the Class XP Certificates for any Interest
Accrual Period, an annual rate equal to the weighted average of the Class
XP Strip Rates for the respective Class XP Components for such
Distribution Date (weighted on the basis of the respective Component
Notional Amounts of such Components outstanding immediately prior to such
Distribution Date).
"Percentage Interest" shall mean: (a) with respect to any Regular
Interest Certificate, the portion of the relevant Class evidenced by such
Certificate, expressed as a percentage, the numerator of which is the
Certificate Principal Balance or Notional Amount, as the case may be, of such
Certificate as of the Closing Date, as specified on the face thereof, and the
denominator of which is the Original Class Principal Balance or initial Notional
Amount, as the case may be, of the relevant Class; and (b) with respect to
Residual Interest Certificate, the percentage interest in distributions to be
made with respect to the relevant Class, as stated on the face of such
Certificate.
"Performance Certification" shall have the meaning assigned to such
term in Section 8.15(d).
"Performing Party" shall have the meaning assigned to such term in
Section 8.15(d).
"Performing Serviced Loan" shall mean any Serviced Loan as to which
a Servicing Transfer Event has never occurred and any Corrected Loan.
"Permitted Encumbrances" shall have the meaning assigned thereto in
Section 2.04(b)(viii).
"Permitted Investments" shall mean any one or more of the following
obligations or securities (including obligations or securities of the Trustee if
otherwise qualifying hereunder):
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States or
any agency or instrumentality thereof (having original maturities of
not more than 365 days), provided that such obligations are backed
by the full faith and credit of the United States. Such obligations
must be limited to those instruments that have a predetermined fixed
dollar amount of principal due at maturity that cannot vary or
change. Interest may either be fixed or variable. If such interest
is variable, interest must be tied to a single interest rate index
plus a single fixed spread (if any), and move proportionately with
that index;
(ii) repurchase obligations with respect to any security
described in clause (i) of this definition (having original
maturities of not more than 365 days), provided that the short-term
deposit or debt obligations of the party agreeing to repurchase such
obligations are rated in the highest rating category of each of S&P
and Xxxxx'x (or, in the case of any Rating Agency, such lower rating
as will not result in an Adverse Rating Event with respect to any
Class of Certificates or Companion Loan Securities, as evidenced in
writing by such Rating Agency). In addition, any such item by its
terms must have a predetermined fixed dollar amount of principal due
at maturity that cannot vary or change. Interest may either be fixed
or variable. If such interest is variable, interest must be tied to
a single interest rate index plus a single fixed spread (if any),
and move proportionately with that index;
(iii) certificates of deposit, time deposits, demand deposits
and bankers' acceptances of any bank or trust company organized
under the laws of the United States or any state thereof (having
original maturities of not more than 365 days), the short term
obligations of which are rated in the highest rating category of
each of S&P and Xxxxx'x (or, in the case of any Rating Agency, such
lower rating as will not result in an Adverse Rating Event with
respect to any Class of Certificates or Companion Loan Securities,
as evidenced in writing by such Rating Agency). In addition, any
such item by its terms must have a predetermined fixed dollar amount
of principal due at maturity that cannot vary or change. Interest
may either be fixed or variable. If such interest is variable,
interest must be tied to a single interest rate index plus a single
fixed spread (if any), and move proportionately with that index;
(iv) commercial paper (having original maturities of not more
than 90 days) of any corporation incorporated under the laws of the
United States or any state thereof (or if not so incorporated, the
commercial paper is United States Dollar denominated and amounts
payable thereunder are not subject to any withholding imposed by any
non-United States jurisdiction) which is rated in the highest rating
category of each of S&P and Xxxxx'x (or, in the case of any Rating
Agency, such lower rating as will not result in an Adverse Rating
Event with respect to any Class of Certificates or Companion Loan
Securities, as evidenced in writing by such Rating Agency). In
addition, such commercial paper by its terms must have a
predetermined fixed dollar amount of principal due at maturity that
cannot vary or change. Interest may either be fixed or variable. If
such interest is variable, interest must be tied to a single
interest rate index plus a single fixed spread (if any), and move
proportionately with that index;
(v) units of money market funds rated in the highest
applicable rating category of each of S&P and Xxxxx'x (or, in the
case of any Rating Agency, such lower rating as will not result in
an Adverse Rating Event with respect to any Class of Certificates or
Companion Loan Securities, as evidenced in writing by such Rating
Agency) and which seeks to maintain a constant net asset value; and
(vi) any other obligation or security that (A) is acceptable
to each Rating Agency, evidence of which acceptability shall be
provided in writing by each Rating Agency to the Master Servicer,
the Special Servicer and the Trustee, and (B) constitutes a "cash
flow investment" (within the meaning of the REMIC Provisions), as
evidenced by an Opinion of Counsel obtained at the expense of the
Person that wishes to include such obligation or security as a
Permitted Investment;
provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations; (2) no investment described hereunder may be purchased
at a price greater than par if such investment may be prepaid or called at a
price less than its purchase price prior to stated maturity; and (3) no
investment described hereunder may have a "r" highlighter or other comparable
qualifier attached to its rating.
"Permitted Transferee" shall mean any Transferee of a Residual
Interest Certificate other than (a) a Disqualified Organization, (b) any Person
as to whom, as determined by the Trustee (based upon an Opinion of Counsel,
obtained at the request of the Trustee at the expense of such Person or the
Person seeking to Transfer a Residual Interest Certificate, supporting such
determination), the Transfer of a Residual Interest Certificate may cause either
REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is
outstanding, (c) a Disqualified Non-United States Tax Person, (d) a Disqualified
Partnership, or (e) a United States Tax Person with respect to whom interest is
attributable to a foreign permanent establishment or fixed base (within the
meaning of any applicable income tax treaty between the United States and any
foreign jurisdiction) of such Person or any other United States Tax Person.
"Person" shall mean any individual, corporation, partnership, joint
venture, association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Plan" shall have the meaning assigned thereto in Section 5.02(c).
"Plurality Residual Interest Certificateholder" shall mean, as to
any taxable year of each REMIC Pool, the Holder of Certificates entitled to the
largest percentage of the Voting Rights allocated to the related Class of
Residual Interest Certificates.
"Pool Custodial Account" shall mean the segregated account or
accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee in trust for the Certificateholders, which
shall be entitled "GMAC Commercial Mortgage Corporation, as Master Servicer, on
behalf of LaSalle Bank National Association, as Trustee, in trust for the
registered holders of Greenwich Capital Commercial Funding Corp., Commercial
Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series
2005-GG3."
"Pool REO Account" shall mean the segregated account or accounts
created and maintained by the Special Servicer pursuant to Section 3.17 on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "GMAC Commercial Mortgage Corporation, as Special Servicer, on behalf
of LaSalle Bank National Association, as Trustee, in trust for the registered
holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust
2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3."
"Prepayment Assumption" shall mean, for purposes of determining the
accrual of original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes, the assumption that no Mortgage
Loan is prepaid prior to stated maturity.
"Prepayment Consideration" shall mean any Prepayment Premium or
Yield Maintenance Charge.
"Prepayment Consideration Entitlement" shall mean, with respect to
(i) any Distribution Date on which any Net Prepayment Consideration Received on
any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is
distributable and (ii) each of the Class A-1, Class X-0, Xxxxx X-0, Class A-AB,
Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G and Class H Certificates entitled to distributions of principal on such
Distribution Date, an amount equal to the product of (a) such Net Prepayment
Consideration, multiplied by (b) a fraction (not greater than 1.0 or less than
0.0), the numerator of which is equal to the excess, if any, of the Pass-Through
Rate for such Class of Principal Balance Certificates over the relevant Discount
Rate, and the denominator of which is equal to the excess, if any, of the
Mortgage Rate for such Mortgage Loan (or REO Mortgage Loan) over the relevant
Discount Rate, and further multiplied by (c) a fraction, the numerator of which
is equal to the amount of principal from the Sub-Pool of which the Mortgage Loan
is a part to be distributed on such Class of Principal Balance Certificates on
such Distribution Date pursuant to Section 4.01(a) or 9.01, as applicable, and
the denominator of which is equal to the portion of the Principal Distribution
Amount attributable to the Sub-Pool for which the Mortgage Loan is a part for
such Distribution Date.
"Prepayment Interest Excess" shall mean with respect to any Serviced
Loan and the Non-Serviced Trust Loans that were subject to a Principal
Prepayment in full or in part made (or, if resulting from the application of
Insurance Proceeds or Condemnation Proceeds, any other early recovery of
principal received) after its Due Date in any Collection Period, any payment of
interest (net of related Master Servicing Fees) actually collected from the
related Mortgagor or otherwise and intended to cover interest accrued on such
Principal Prepayment during the period from and after such Due Date (exclusive,
however, of any related Prepayment Premium or Yield Maintenance Charge that may
have been collected).
"Prepayment Interest Shortfall" shall mean with respect to any
Serviced Loan and the Non-Serviced Trust Loans that were subject to a Principal
Prepayment in full or in part made (or, if resulting from the application of
Insurance Proceeds or Condemnation Proceeds, any other early recovery of
principal received) prior to its Due Date in any Collection Period, the amount
of interest, to the extent not collected from the related Mortgagor or otherwise
(without regard to any Prepayment Premium or Yield Maintenance Charge that may
have been collected), that would have accrued at a rate per annum equal to the
related Mortgage Rate (net of the rate at which the related Master Servicing
Fees that are payable on such Loan accrue) on the amount of such Principal
Prepayment during the period from the date to which interest was paid by the
related Mortgagor to, but not including, such Due Date.
"Prepayment Premium" shall mean any premium, penalty or fee (other
than a Yield Maintenance Charge) paid or payable, as the context requires, as a
result of a Principal Prepayment on, or other early collection of principal of,
a Loan.
"Primary Servicer" shall mean Midland Loan Services, Inc., in its
capacity as primary servicer with respect to those Mortgage Loans set forth on
Schedule VII herein.
"Primary Servicing Agreement" shall mean the written contract
between the Master Servicer and the Primary Servicer relating to the 1370 Avenue
of the Americas Loan Group and the Mortgage Loans set forth on Schedule VII
herein.
"Primary Servicing Office" shall mean the offices of the Master
Servicer or the Special Servicer, as the context may require, that are primarily
responsible for such party's servicing obligations hereunder. As of the Closing
Date, the Primary Servicing Office of the Master Servicer is located at 000
Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx 00000, and the Primary Servicing Office of
the Special Servicer is located at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx.
"Prime Rate" shall mean the "prime rate" published in the "Money
Rates" section of The Wall Street Journal, as such "prime rate" may change from
time to time. If The Wall Street Journal ceases to publish the "prime rate,"
then the Trustee shall select an equivalent publication that publishes such
"prime rate"; and if such "prime rate" is no longer generally published or is
limited, regulated or administered by a governmental or quasi-governmental body,
then the Trustee shall select a comparable interest rate index. In either case,
such selection shall be made by the Trustee in its sole discretion and the
Trustee shall notify the Fiscal Agent, the Master Servicer, the Special Servicer
and the Companion Loan Noteholders in writing of its selection.
"Principal Balance Certificate" shall mean any Regular Interest
Certificate (other than the Class X Certificates).
"Principal Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to the aggregate (without duplication) of the
following:
(a) the aggregate of all payments of principal (other than Principal
Prepayments) Received with respect to the Serviced Loans during the
related Collection Period, in each case exclusive of any portion of the
particular payment that represents a Late Collection of principal for
which a P&I Advance was previously made under this Agreement for a prior
Distribution Date or that represents the principal portion of a Monthly
Payment due on or before the Cut-off Date or on a Due Date subsequent to
the related Collection Period;
(b) the aggregate of the principal portions of all Monthly Payments
due in respect of the Serviced Loans for their respective Due Dates
occurring during the related Collection Period, that were Received prior
to the related Collection Period;
(c) the aggregate of all Principal Prepayments Received on the
Serviced Loans during the related Collection Period;
(d) the aggregate of all Liquidation Proceeds, Condemnation Proceeds
and Insurance Proceeds Received with respect to any Serviced Loans during
the related Collection Period (including any amount related to the Loss of
Value Payments to the extent that such amount was transferred into the
Pool Custodial Account pursuant to Section 3.05B during the related
Collection Period) that were identified and applied by the Master Servicer
as recoveries of principal of such Mortgage Loans, in each case exclusive
of any portion of such proceeds that represents a Late Collection of
principal due on or before the Cut-off Date or for which a P&I Advance was
previously made under this Agreement for a prior Distribution Date;
(e) the aggregate of all Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds and REO Revenues Received with respect to any
REO Properties during the related Collection Period (including any amount
related to the Loss of Value Payments to the extent that such amount was
transferred into the Pool Custodial Account pursuant to Section 3.05B
during the related Collection Period) that were identified and applied by
the Master Servicer as recoveries of principal of the related REO Mortgage
Loans, in each case exclusive of any portion of such proceeds and/or
revenues that represents a Late Collection of principal due on or before
the Cut-off Date or for which a P&I Advance was previously made under this
Agreement for a prior Distribution Date;
(f) the aggregate of the principal portions of all P&I Advances made
under this Agreement with respect to the Mortgage Loans and any REO
Mortgage Loans for such Distribution Date; and
(g) all amounts received by the Master Servicer on or prior to 12:00
noon (New York City time) on the Master Servicer Remittance Date from the
applicable Lead Master Servicer in respect of principal for the
Non-Serviced Trust Loans (which shall include the principal portion of any
P&I Advance made by the applicable Lead Master Servicer);
provided that none of the amounts set forth in clauses (a) to (g) above shall
represent amounts received, due or advanced on or in respect of any Companion
Loan or any successor REO Loan thereto; provided, further, that the Principal
Distribution Amount for any Sub-Pool and Distribution Date shall be reduced by
the amount of any reimbursements of (i) Nonrecoverable Advances plus interest on
such Nonrecoverable Advances that are deemed paid or reimbursed from principal
collections on the Mortgage Loans in a period during which such principal
collections would have otherwise been included in the Principal Distribution
Amount for such Sub-Pool for such Distribution Date and (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on
the Mortgage Loans in a period during which such principal collections would
have otherwise been included in the Principal Distribution Amount for such
Sub-Pool for such Distribution Date (provided, that, in the case of clause (i)
and (ii) above, if any of the amounts that were deemed reimbursed or actually
reimbursed from principal collections on the Mortgage Loans of a certain
Sub-Pool are subsequently recovered on the related Mortgage Loan, such recovery
will increase the Principal Distribution Amount for such Sub-Pool for the
Distribution Date related to the period in which such recovery occurs).
"Principal Prepayment" shall mean any voluntary payment of principal
made by the Mortgagor on a Loan that is Received in advance of its scheduled Due
Date and that is not accompanied by an amount of interest (without regard to any
Prepayment Premium or Yield Maintenance Charge that may have been collected)
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
"Prohibited Transaction Exemption" shall mean Prohibited Transaction
Exemption 90-59 granted to Greenwich Capital Markets by the United States
Department of Labor, as such Prohibited Transaction Exemption may be amended
from time to time.
"Proposed Plan" shall have the meaning assigned thereto in Section
3.18(a)(iii).
"Prospectus" shall mean the prospectus dated January 12, 2005, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.
"Prospectus Supplement" shall mean the prospectus supplement dated
January 26, 2005, relating to the Registered Certificates.
"Purchase Option Holders" shall have the meaning assigned thereto in
Section 3.19(b).
"Purchase Price" shall mean, with respect to any Mortgage Loan (or
REO Property), a cash price equal to the aggregate of: (a) the outstanding
principal balance of such Mortgage Loan (or the successor REO Loan) as of the
date of purchase, (b) all accrued and unpaid interest on such Mortgage Loan (or
the successor REO Loan) to, but not including, the Due Date in the Collection
Period of purchase (exclusive, however, of any portion of such accrued but
unpaid interest that represents Default Interest), (c) all related unreimbursed
Servicing Advances (including Advances that were reimbursed out of general
collections of the Mortgage Pool and not reimbursed by, or on behalf of, the
related Mortgagor), if any (including any Servicing Advances that were
reimbursed out of general collections of the Mortgage Pool and not reimbursed
by, or on behalf of the related Mortgagor), (d) all accrued and unpaid interest,
if any, in respect of related Advances in accordance with, as applicable,
Section 3.12(b), Section 4.03(d) and/or Section 4.03A(d), and (e) in the case of
a repurchase by the applicable Mortgage Loan Seller pursuant to Section 2.03(a)
and the applicable Mortgage Loan Purchase Agreement, (i) to the extent not
otherwise included in the amount described in clause (d) of this definition, any
unpaid Special Servicing Fees, Workout Fees and other Additional Trust Fund
Expenses with respect to such Mortgage Loan (or REO Property), including any
Liquidation Fee payable because the subject repurchase occurred outside the
applicable cure period set forth in Section 2.03 with respect to the Material
Document Defect or Material Breach that gave rise to the repurchase, and (ii) to
the extent not otherwise included in the amount described in clause (c) of this
definition, any costs and expenses incurred by the Master Servicer, the Special
Servicer or the Trustee (on behalf of the Trust) in enforcing the obligation of
such Person to purchase such Mortgage Loan. With respect to the North Star Mall
Mortgage Loan, the Mall St. Xxxxxxxx Mortgage Loan and the Grand Canal Shoppes
at the Venetian Trust Loan, the Purchase Price for each of Commerzbank and GSMC
will be its respective percentage interest as of the Closing Date of the total
Purchase Price for such Mortgage Loan. The percentage interests with respect to
each of the North Star Mall Mortgage Loan and the Mall St. Xxxxxxxx Mortgage
Loan for each of Commerzbank and GSMC shall be 50%, and with respect to the
Grand Canal Shoppes at the Venetian Trust Loan, for each of Commerzbank and GSMC
shall be 23.42% and 76.58%, respectively.
"Qualified Bidder" shall have the meaning assigned thereto in
Section 7.01(c).
"Qualified Institutional Buyer" or "QIB" shall mean a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act.
"Qualified Insurer" shall mean an insurance company or security or
bonding company qualified to write the related Insurance Policy in the relevant
jurisdiction.
"Rated Final Distribution Date" shall mean, for the purposes of this
Agreement, the Distribution Date in August 2042.
"Rating Agency" shall mean each of S&P and Xxxxx'x. Notwithstanding
the foregoing, when used with respect to any Companion Loan Securities Rating
Agency means any of the foregoing rating agencies that rated such Companion Loan
Securities.
"Realized Loss" shall mean: (1) with respect to each Loan as to
which a Final Recovery Determination has been made, or with respect to any
successor REO Loan as to which a Final Recovery Determination has been made as
to the related REO Property, an amount (not less than zero) equal to the excess,
if any, of (a) the sum of (i) the unpaid principal balance of such Loan or REO
Loan, as the case may be, as of the commencement of the Collection Period in
which the Final Recovery Determination was made, plus (ii) without taking into
account the amount described in subclause (1)(b) of this definition, all accrued
but unpaid interest on such Loan or such REO Loan, as the case may be, to but
not including the Due Date in the Collection Period in which the Final Recovery
Determination was made (exclusive, however, of any portion of such accrued but
unpaid interest that represents Default Interest), over (b) all payments and
proceeds, if any, Received in respect of such Loan or, to the extent allocable
to such REO Loan, the related REO Property, as the case may be, during the
Collection Period in which such Final Recovery Determination was made, insofar
as such payments and proceeds are allocable to interest (other than Default
Interest) on or principal of such Loan or REO Loan; (2) with respect to each
Loan as to which any portion of the principal or previously accrued interest
payable thereunder was canceled in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, extension, waiver
or amendment of such Loan granted or agreed to by the Special Servicer pursuant
to Section 3.21, the amount of such principal and/or interest (other than
Default Interest) so canceled; and (3) with respect to each Loan as to which the
Mortgage Rate thereon has been permanently reduced and not recaptured for any
period in connection with a bankruptcy or similar proceeding involving the
related Mortgagor or a modification, extension, waiver or amendment of such Loan
granted or agreed to by the Special Servicer pursuant to Section 3.21, the
amount of the consequent reduction in the interest portion of each successive
Monthly Payment due thereon (each such Realized Loss shall be deemed to have
been incurred on the Due Date for each affected Monthly Payment); provided,
however, that any Loan Group shall be deemed to be a single Loan for purposes of
this definition.
"Received" shall mean in the case of any Loan or REO Property,
received by the Master Servicer or any of its Sub-Servicers, the Special
Servicer or any of its Sub-Servicers or the Trustee, as the case may be, in any
event on behalf of the Trust.
"Record Date" shall mean: with respect to the initial Distribution
Date, the Closing Date; and, with respect to any other Distribution Date, the
last Business Day of the month immediately preceding the month in which such
Distribution Date occurs.
"Recording/Filing Agent" shall have the meaning assigned thereto in
Section 2.01(c).
"Recovered Amount" shall have the meaning assigned thereto in
Section 1.03(c).
"Reference Rate" shall mean, with respect to any Interest Accrual
Period, the rate per annum set forth on the Reference Rate Schedule.
"Registered Certificate" shall mean any Certificate that has been
the subject of registration under the Securities Act. As of the Closing Date,
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class
A-J, Class B, Class C, Class D and Class E Certificates are Registered
Certificates.
"Regular Interest Certificate" shall mean any Certificate other than
a Class R-I Certificate or Class R-II Certificate.
"Regulation S" shall mean Regulation S under the Securities Act.
"Regulation S Global Certificates" shall mean, with respect to any
Class of Book-Entry Non-Registered Certificates offered and sold outside of the
United States in reliance on Regulation S, one or more global Certificates,
collectively, in definitive, fully registered form without interest coupons,
each of which Certificates bears a Regulation S Legend.
"Regulation S Legend" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside the United
States in reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the date that is
40 days after the later of (a) the commencement of the offering to Persons other
than distributors in reliance on Regulation S, and (b) the date of closing of
the offering, except pursuant to an exemption from the registration requirements
of the Securities Act.
"Regulation S Restricted Certificate": Any Certificate that is not
rated in one of the four highest generic ratings categories by a Rating Agency.
"Reimbursement Rate" shall mean the rate per annum applicable to the
accrual of interest, compounded annually, on Servicing Advances in accordance
with Section 3.12(b) and on P&I Advances in accordance with, as applicable,
Section 4.03(d) or Section 4.03A(d), which rate per annum is equal to the Prime
Rate.
"Release Date" shall have the meaning assigned thereto in Section
5.02(b).
"REMIC" shall mean a "real estate mortgage investment conduit" as
defined in Section 860D of the Code.
"REMIC Pool" shall mean either of the Lower-Tier REMIC and/or the
Upper-Tier REMIC, as applicable.
"REMIC Provisions" shall mean the provisions of the federal income
tax law relating to REMICs, which appear at Sections 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and proposed,
temporary and final Treasury regulations and any published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time.
"Rents from Real Property" shall mean, with respect to any REO
Property, gross income of the character described in Section 856(d) of the Code.
"REO Account" shall mean either of the Pool REO Account or the
applicable Loan Group REO Account.
"REO Acquisition" shall mean the acquisition of any REO Property
pursuant to Section 3.09.
"REO Disposition" shall mean the sale or other disposition of any
REO Property pursuant to Section 3.19.
"REO Extension" shall have the meaning assigned thereto in Section
3.17(a).
"REO Loan" shall mean the mortgage loan (or, if any Loan Group is
involved, any of the mortgage loans comprising such Loan Group) deemed for
purposes hereof to be outstanding with respect to each REO Property or, with
respect to a Non-Serviced Trust Loan, the Loan deemed outstanding when the
related Mortgaged Property is acquired on behalf of the holders under the Lead
PSA. Each REO Loan shall be deemed to provide for monthly payments of principal
and/or interest equal to its Assumed Monthly Payment and otherwise to have the
same terms and conditions as its predecessor Loan (such terms and conditions to
be applied without regard to the default on such predecessor Loan and the
acquisition of the related REO Property as part of the Trust Fund).
"REO Mortgage Loan" shall mean any REO Loan that relates to a
predecessor Mortgage Loan.
"REO Property" shall mean a Mortgaged Property acquired on behalf
and in the name of the Trustee for the benefit of the Certificateholders (or, in
the case of the Loan Group Mortgaged Properties (other than the Non-Serviced
Loan Groups, which are being serviced under the applicable Lead PSA), for the
benefit of the Certificateholders and the Companion Loan Noteholders, as their
interests may appear), through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Loan.
"REO Revenues" shall mean all income, rents, profits and proceeds
derived from the ownership, operation or leasing of any REO Property.
"REO Tax" shall have the meaning assigned thereto in Section
3.18(a).
"Repurchased Note" shall have the meaning assigned thereto in
Section 3.29.
"Repurchased Percentage Interest" shall have the meaning assigned
thereto in Section 3.29.
"Repurchasing Seller" shall have the meaning assigned thereto in
Section 3.29.
"Request for Release" shall mean a request signed by a Servicing
Officer of, as applicable, the Master Servicer in the form of Exhibit D-1
attached hereto or the Special Servicer in the form of Exhibit D-2 attached
hereto.
"Required Appraisal" shall mean, with respect to each Required
Appraisal Loan, an appraisal of the related Mortgaged Property from an
Independent Appraiser selected by the party required or authorized to obtain
such appraisal hereunder, which appraisal shall be prepared in accordance with
12 CFR ss. 225.62 and conducted in accordance with the standards of the
Appraisal Institute or, in the case of a Required Appraisal Loan having a Stated
Principal Balance of, or in the case of a Mortgaged Property that has an
allocated loan amount of, less than $2,000,000, if no satisfactory (as
determined by the Special Servicer pursuant to Section 3.09(a)) appraisal
meeting the foregoing criteria was obtained or conducted within the prior 12
months, a "desktop" value estimate performed by the Special Servicer.
"Required Appraisal Loan" shall mean any Serviced Loan or Serviced
Loan Group:
(i) that becomes a Modified Loan,
(ii) that is 60 days or more delinquent in respect of any
Monthly Payment, except for a Balloon Payment,
(iii) solely in the case of a delinquent Balloon Payment, a
Serviced Loan shall be considered to be a Required Appraisal Loan if
the related Mortgagor has failed to make when due any Balloon
Payment; provided, however, if (x) the related Mortgagor is actively
seeking a refinancing commitment, (y) the related Mortgagor
continues to make payments in the amount of its Assumed Monthly
Payment and (z) the Directing Holder consents, the Loan will not be
considered a Required Appraisal Loan until 60 days beyond the
related maturity date; and provided, further, if the related
Mortgagor has delivered to the Master Servicer, on or before the
60th day after the related maturity date, a refinancing commitment
reasonably acceptable to the Master Servicer, and the Mortgagor
continues to make its payments in the amount of its Assumed Monthly
Payments, the Loan will not be considered a Required Appraisal Loan
until the earlier of (1) 120 days beyond the related maturity date
and (2) the termination of the refinancing commitment;
(iv) with respect to which the related Mortgaged Property has
become an REO Property,
(v) with respect to which a receiver or similar official is
appointed and continues for 60 days in such capacity in respect of
the related Mortgaged Property,
(vi) with respect to which the related Mortgagor is subject to
a bankruptcy, insolvency or similar proceedings, which, in the case
of an involuntary bankruptcy, insolvency or similar proceeding, has
not been dismissed within 60 days of the commencement thereof, or
(vii) that remains outstanding five (5) years following any
extension of its maturity date pursuant to Section 3.21.
Any Required Appraisal Loan (other than a Mortgage Loan that became a Required
Appraisal Loan pursuant to clause (vii) above) shall cease to be such at such
time as it has become a Corrected Loan (except if such Required Appraisal Loan
had not become a Specially Serviced Loan at the time the applicable event(s)
described in any of clauses (i) through (vii) above ceased to exist), it has
remained current for at least three (3) consecutive Monthly Payments, and no
other event described in clauses (i) through (vii) above has occurred with
respect thereto during the preceding three-month period; provided that the term
"Required Appraisal Loan" shall include any successor REO Loan(s); and provided,
further, that any Serviced Loan Group shall, upon the occurrence of any of the
events described in clauses (i) through (vii) of this definition in respect of
any Loan in such Serviced Loan Group, be deemed to be a single "Required
Appraisal Loan."
"Required Appraisal Value" shall mean, with respect to any Mortgaged
Property securing (or REO Property relating to) a Required Appraisal Loan, an
amount equal to the sum of: (a) the excess, if any, of (i) 90% of the Appraised
Value of such Mortgaged Property (or REO Property) as determined by the most
recent Required Appraisal or any letter update of such Required Appraisal (as it
may be adjusted downward by the Special Servicer in accordance with the
Servicing Standard (without implying any duty to do so) based upon its review of
the Appraisal or estimate and such other information as it may deem
appropriate), over (ii) the amount of any obligations secured by liens on such
Mortgaged Property (or REO Property) that are prior to the lien of the related
Required Appraisal Loan; plus (b) the amount of Escrow Payments and Reserve
Funds held by the Master Servicer in respect of such Required Appraisal Loan
that (i) are not being held in respect of any real estate taxes and assessments,
insurance premiums or, if applicable, ground rents, (ii) are not otherwise
scheduled to be applied or utilized (except to pay debt service on such Required
Appraisal Loan) within the twelve-month period following the date of
determination and (iii) may be applied towards the reduction of the principal
balance of such Required Appraisal Loan; plus (c) the amount of any letter of
credit constituting additional security for such Required Appraisal Loan and
that may be applied towards the reduction of the principal balance of such
Required Appraisal Loan.
"Reserve Account" shall mean any account established by the Master
Servicer, pursuant to Section 3.03(d), as to which Reserve Funds shall be
deposited.
"Reserve Funds" shall mean, with respect to any Serviced Loan, any
amounts delivered by the related Mortgagor to be held by or on behalf of the
mortgagee representing reserves for repairs, capital improvements and/or
environmental remediation in respect of the related Mortgaged Property or debt
service on such Loan.
"Residual Interest Certificate" shall mean a Class R-I or Class R-II
Certificate.
"Responsible Officer" shall mean: (a) when used with respect to the
Trustee, any Vice President, any Assistant Vice President, any Trust Officer,
any Assistant Secretary or any other officer of the Trustee's Asset-Backed
Services Trust Group customarily performing functions similar to those performed
by any of the above designated officers and having direct responsibility for the
administration of this Agreement; and (b) when used with respect to the Fiscal
Agent, any officer thereof.
"Review Package" shall mean a package of documents consisting of a
memorandum outlining the analysis and recommendation (in accordance with the
Servicing Standard) of the Master Servicer or the Special Servicer, as the case
may be, with respect to the matters that are the subject thereof, and copies of
all relevant documentation.
"Rule 144A Global Certificate" shall mean, with respect to any Class
of Book-Entry Non-Registered Certificates, one or collectively more global
certificates representing such Class registered in the name of the Depository or
its nominee, in definitive, fully registered form without interest coupons, none
of which certificates bears a Regulation S Legend, and each of which
certificates has a Rule 144A CUSIP number.
"S&P" shall mean Standard & Poor's Ratings Services, a division of
The XxXxxx-Xxxx Companies, Inc. or its successor in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the Trustee, the Fiscal Agent, the Master Servicer and the Special
Servicer, and specific ratings of Standard & Poor's Ratings Services, a division
of The XxXxxx-Xxxx Companies, Inc. herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.
"Xxxxxxxx-Xxxxx Certification" shall have the meaning assigned to
such term in Section 8.15(d).
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Serviced Companion Loan" shall mean the (i) each of the 0000
Xxxxxxxx Subordinate Companion Loan, the 0000 Xxxx Xxxxxx Subordinate Companion
Loan, the Xxxxxxxx/Charlesbank Office Portfolio Subordinate Companion Loan, the
Shops at Wailea Subordinate Companion Loan and the Toringdon II Subordinate
Companion Loan (ii) during a 1370 Avenue of the Americas Lead Servicing Period,
the 1370 Avenue of the Americas Pari Passu Companion Loans.
"Serviced Loan" shall mean any Loan (including a Specially Serviced
Loan, but excluding an REO Loan) that is, as contemplated by Section 3.01, to be
serviced and administered by the Master Servicer and/or the Special Servicer
hereunder, which includes the Mortgage Loans (other than the Non-Serviced Trust
Loans) and the Companion Loans (other than the Non-Serviced Companion Loans).
"Serviced Loan Group" shall mean (i) each of the Tier 1 Loan Groups
and Tier 2 Loan Groups and (ii) during a 1370 Avenue of the Americas Lead
Servicing Period, the 1370 Avenue of the Americas Loan Group.
"Serviced Loan Group Trust Mortgage Loan" shall mean (i) each of the
0000 Xxxxxxxx Trust Loan, the 0000 Xxxx Xxxxxx Trust Loan, the
Xxxxxxxx/Charlesbank Office Portfolio Trust Loan, the Shops at Wailea Trust Loan
and the Toringdon II Trust Loan and (ii) during a 1370 Avenue of the Americas
Lead Servicing Period, the 1370 Avenue of the Americas Trust Loan.
"Serviced Pari Passu Companion Loans" shall mean during a 1370
Avenue of the Americas Lead Servicing Period, the 1370 Avenue of the Americas
Pari Passu Companion Loans.
"Servicer Fee Amount" shall mean: (a) with respect to each
Sub-Servicer, as of any date of determination, the aggregate of the products
obtained by multiplying, for each Serviced Loan primary serviced by such
Sub-Servicer, (i) the principal balance of such Loan as of the end of the
immediately preceding Collection Period and (ii) the sub-servicing fee rate
specified in the related Sub-Servicing Agreement for such Loan; and (b) with
respect to the Master Servicer, as of any date of determination, the aggregate
of the products obtained by multiplying, for each Serviced Loan and the
Non-Serviced Trust Loans, (i) the principal balance of such Loan or the
Non-Serviced Trust Loans, as applicable, as of the end of the immediately
preceding Collection Period and (ii) the excess, if any, of the Master Servicing
Fee Rate for such Loan or the Non-Serviced Trust Loans, as applicable, over the
sub-servicing fee rate (if any) applicable to such Loan, as specified in any
Sub-Servicing Agreement related to such Loan.
"Servicer Reports" shall mean each of the files and reports
comprising the CMSA Investor Reporting Package (excluding the CMSA Bond Level
File, the CMSA Collateral Summary File and CMSA Reconciliation of Funds).
"Servicing Account" shall have the meaning assigned thereto in
Section 3.03(a).
"Servicing Advances" shall mean all customary, reasonable and
necessary "out of pocket" costs and expenses (including attorneys' fees and fees
and expenses of real estate brokers) incurred by the Master Servicer, the
Special Servicer, the Fiscal Agent or the Trustee in connection with the
servicing and administration of a Serviced Loan, if a default is imminent
thereunder or a default, delinquency or other unanticipated event has occurred
with respect thereto, or in connection with the administration of any REO
Property, including, but not limited to, the cost of (a) compliance with the
obligations of the Master Servicer, the Special Servicer, the Fiscal Agent or
the Trustee, if any, set forth in Section 3.03(c), (b) the preservation,
insurance, restoration, protection and management of a Mortgaged Property,
including the cost of any "forced placed" insurance policy purchased by the
Master Servicer to the extent such cost is allocable to a particular Mortgaged
Property that the Master Servicer or the Special Servicer is required to cause
to be insured pursuant to Section 3.07(a), (c) obtaining any Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures, (e)
any Required Appraisal or any other appraisal or update thereof expressly
permitted or required to be obtained hereunder, (f) the operation, management,
maintenance and liquidation of any REO Property, (g) obtaining any related
ratings confirmation and (h) the Master Servicer, Special Servicer or Trustee
fulfilling its obligations under Section 2.03; provided that, notwithstanding
anything to the contrary, "Servicing Advances" shall not include allocable
overhead of the Master Servicer, the Special Servicer or the Trustee, such as
costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses,
or costs and expenses incurred by any such party in connection with its purchase
of any Loan or REO Property pursuant to any provision of this Agreement, or the
applicable Co-Lender Agreement.
"Servicing Fees" shall mean with respect to each Serviced Loan and
the Non-Serviced Trust Loans (and any successor REO Loan with respect thereto),
the Master Servicing Fee and the Special Servicing Fee.
"Servicing File" shall mean, (i) with respect to each Serviced Loan,
collectively, any and all documents (other than documents required to be part of
the related Mortgage File) in the possession of the Master Servicer or the
Special Servicer and relating to the servicing of any Serviced Loan, including
any original letter of credit (together with any transfer or assignment
documents related thereto), any franchise agreement and any franchise comfort
letter (together with any transfer or assignment documents relating thereto),
appraisals, surveys, engineering reports, environmental reports, opinion letters
of counsel to a related Mortgagor, escrow agreements, property management
agreements and franchise agreements and (ii) with respect to each Non-Serviced
Trust Loan, a copy of the related Mortgage Note (and all intervening
endorsements), the applicable Lead PSA, the applicable Co-Lender Agreement and
appraisal shall be sufficient for the applicable Servicing File.
"Servicing Officer" shall mean any officer or employee of the Master
Servicer or the Special Servicer involved in, or responsible for, the
administration and servicing of the Serviced Loans, whose name and specimen
signature appear on a list of servicing officers furnished by such party to the
Trustee and the Depositor on the Closing Date, as such list may be amended from
time to time.
"Servicing-Released Bid" shall have the meaning assigned thereto in
Section 7.01(c).
"Servicing-Retained Bid" shall have the meaning assigned thereto in
Section 7.01(c).
"Servicing Standard" shall mean:
(1) for so long as either the Master Servicer or Special Servicer,
as applicable, is GMAC Commercial Mortgage Corporation, to service and
administer the Serviced Loans and any REO Properties that such party is
obligated to service and administer, on behalf of the Trust and in the best
interests of and for the benefit of the Certificateholders (and with respect to
a Serviced Loan Group, in the best interest of and for the benefit of the
Certificateholders and the related Companion Loan Noteholder as a collective
whole), as determined by the Master Servicer or Special Servicer, as applicable,
in its good faith and reasonable judgment, in accordance with applicable law,
the terms of this Agreement and the terms of the Mortgage Loans, and to the
extent consistent with the foregoing, as follows: (i) the same care, skill and
diligence as is normal and usual in its general mortgage servicing and REO
property management activities on behalf of third parties or on behalf of
itself, whichever is higher, with respect to comparable mortgage loans and REO
properties; (ii) with a view to the timely collection of all scheduled payments
of principal and interest under the Serviced Loans or, if a Serviced Loan comes
into and continues in default and if, in the good faith and reasonable judgment
of the Master Servicer or Special Servicer, as applicable, no satisfactory
arrangements can be made for the collection of the delinquent payments, the
maximization of the recovery on such Serviced Loan to the Certificateholders (as
a collective whole) (or, if a Loan Group is involved, with a view to the
maximization of recovery on such Loan Group to the Certificateholders and the
related Companion Loan Noteholders (as a collective whole)), on a present value
basis; and (iii) without regard to (A) any other relationship that the Master
Servicer or Special Servicer, as applicable, or any Affiliate thereof may have
with the related Mortgagor; (B) the ownership of any Certificate or any related
mezzanine loan or Companion Loan by the Master Servicer or Special Servicer, as
applicable, or any Affiliate thereof; (C) the Master Servicer's obligation to
make Advances or the Special Servicer's obligation to direct the Master Servicer
to make Advances, and (D) the right of the Master Servicer or Special Servicer,
as applicable, or any Affiliate thereof to receive reimbursement of costs, or
the sufficiency of any compensation payable to it, under this Agreement or with
respect to any particular transaction; and
(2) with respect to the Master Servicer or the Special Servicer that
is not GMAC Commercial Mortgage Corporation, to service and administer the
Serviced Loans and any REO Properties that such party is obligated to service
and administer pursuant to this Agreement: (i) in accordance with the higher of
the following standards of care: (A) the same manner in which, and with the same
care, skill, prudence and diligence with which, the Master Servicer or the
Special Servicer, as the case may be, services and administers comparable
mortgage loans with similar borrowers and comparable REO properties for other
third-party portfolios (giving due consideration to the customary and usual
standards of practice of prudent institutional commercial mortgage lenders
servicing their own mortgage loans and REO properties), and (B) the same manner
in which, and with the same care, skill, prudence and diligence with which, the
Master Servicer or the Special Servicer, as the case may be, services and
administers comparable mortgage loans owned by the Master Servicer or the
Special Servicer, as the case may be, in either case exercising reasonable
business judgment and acting in accordance with applicable law, the terms of
this Agreement and the terms of the respective Serviced Loans; (ii) with a view
to: the timely recovery of all payments of principal and interest, including
Balloon Payments, under the Serviced Loans or, in the case of any such Serviced
Loan that is (1) a Specially Serviced Loan or (2) a Serviced Loan as to which
the related Mortgaged Property has become an REO Property, the maximization of
recovery on the Mortgage Loan to the Certificateholders (as a collective whole)
(or, if any Loan Group is involved, with a view to the maximization of recovery
on such Loan Group to the Certificateholders and the related Companion Loan
Noteholders (as a collective whole) (it being understood that the interest of
any Subordinate Companion Loan is a subordinate interest, subject to the terms
and conditions of the related Co-Lender Agreement) of principal and interest,
including Balloon Payments, on a present value basis (the relevant discounting
of anticipated collections that will be distributable to the Certificateholders
(or, in the case of any Loan Group, to the Certificateholders and the related
Companion Noteholders) to be performed at the related Mortgage Rate (or, in the
case of any Loan Group, at the weighted average of the Mortgage Rates for such
Loan Group); and (iii) without regard to (A) any relationship, including as
lender on any other debt, that the Master Servicer or the Special Servicer, as
the case may be, or any Affiliate thereof, may have with any of the related
Mortgagors, or any Affiliate thereof, or any other party to this Agreement; (B)
the ownership of any Certificate (or any Companion Loan or any certificate
backed by a Companion Loan or any Mezzanine Loan) by the Master Servicer or the
Special Servicer, as the case may be, or any Affiliate thereof; (C) the
obligation of the Master Servicer or the Special Servicer, as the case may be,
to make Advances; (D) the right of the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate of either of them, to receive compensation
or reimbursement of costs hereunder generally or with respect to any particular
transaction; and (E) the ownership, servicing or management for others of any
other mortgage loan or real property not subject to this Agreement by the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof.
"Servicing Transfer Event" shall mean, with respect to any Serviced
Loan, the occurrence of any of the events described in clauses (a) through (h)
of the definition of "Specially Serviced Loan," except in the case of a Loan
Group, if the related Subordinate Companion Loan Noteholder is exercising its
cure rights under the related Co-Lender Agreement.
"Shops at Wailea Loan Group" shall have the meaning assigned thereto
in the Preliminary Statement.
"Shops at Wailea Subordinate Companion Loan" shall have the meaning
assigned thereto in the Preliminary Statement.
"Shops at Wailea Trust Loan" shall have the meaning assigned thereto
in the Preliminary Statement.
"Similar Law" shall have the meaning assigned thereto in Section
5.02(c).
"Single Certificate" shall mean, for purposes of Section 4.02, a
hypothetical Regular Interest Certificate evidencing an initial $1,000
denomination.
"Single Purpose Entity" shall mean an entity, other than an
individual, whose organizational documents and/or the related Loan documents
provide substantially to the effect that: (i) it was formed or organized solely
for the purpose of either owning and operating the Mortgaged Property or
Properties securing one or more Loans, or owning and pledging Defeasance
Collateral in connection with the defeasance of a Defeasance Loan, as the case
may be, (ii) it may not engage in any business unrelated to such Mortgaged
Property or Properties or such Defeasance Collateral, as the case may be, (iii)
it will not have any assets other than those related to its interest in and
operation of such Mortgaged Property or such Defeasance Collateral, as the case
may be, (iv) it may not incur indebtedness other than incidental to its
ownership and operation of the applicable Mortgaged Property or Properties or
Defeasance Collateral, as the case may be, (v) it will maintain its own books
and records and accounts separate and apart from any other Person, (vi) it will
hold itself out as a legal entity, separate and apart from any other Person, and
(vii) in the case of such an entity whose sole purpose is owning or operating a
Mortgaged Property, it will have an independent director or, if such entity is a
partnership or a limited liability company, at least one general partner or
limited liability company member thereof, as applicable, which shall itself be a
"single purpose entity" (having as its sole asset its interest in the Single
Purpose Entity) with an independent director.
"Special Servicer" shall mean GMAC Commercial Mortgage Corporation,
in its capacity as special servicer hereunder, or any successor special servicer
appointed as herein provided.
"Special Servicing Fee" shall mean, with respect to each Specially
Serviced Loan and each REO Loan, (excluding any Non-Serviced Trust Loan that has
become an REO Loan) the fee designated as such in, and payable to the Special
Servicer pursuant to, Section 3.11(b).
"Special Servicing Fee Rate" shall mean, with respect to each
Specially Serviced Loan and each REO Loan (excluding an REO Loan that
corresponds to a Non-Serviced Trust Loan), 0.25% per annum.
"Specially Serviced Loan" shall mean any Serviced Loan as to which
any of the following events has occurred:
(a) the related Mortgagor has failed to make when due any Monthly
Payment (including a Balloon Payment), which failure continues, or the
Master Servicer determines, in its reasonable, good faith judgment, will
continue, unremedied (without regard to any grace period)--
(i) except in the case of a Balloon Loan delinquent in respect
of its Balloon Payment, for 60 days beyond the date on which the
subject payment was due, or
(ii) solely in the case of a delinquent Balloon Payment, a
Serviced Loan shall be considered to be a Specially Serviced Loan if
the related Mortgagor has failed to make when due any Balloon
Payment; provided, however, if (x) the related Mortgagor is actively
seeking a refinancing commitment, (y) the related Mortgagor
continues to make payments in the amount of its Assumed Monthly
Payment and (z) the Directing Holder consents, the Loan will not be
considered a Specially Serviced Loan until 60 days beyond the
related maturity date; and provided, further, if the related
Mortgagor has delivered to the Master Servicer, on or before the
60th day after the related maturity date, a refinancing commitment
reasonably acceptable to the Master Servicer, and the Mortgagor
continues to make its payments in the amount of its Assumed Monthly
Payments, the Loan will not be considered a Specially Serviced Loan
until the earlier of (1) 120 days beyond the related maturity date
and (2) the termination of the refinancing commitment;
(b) the Master Servicer or Special Servicer (in the case of the
Special Servicer, with the consent of the applicable Directing Holder,
subject to Section 6.11) shall have determined, in accordance with the
Servicing Standard, based on communications with the related Mortgagor,
that a default in the making of a Monthly Payment on such Serviced Loan,
including a Balloon Payment, is likely to occur and is likely to remain
unremedied (without regard to any grace period) for at least the
applicable period contemplated by clause (a) of this definition; or
(c) there shall have occurred a default (other than as described in
clause (a) above) that (i) in the judgment of the Master Servicer or the
Special Servicer (in the case of the Special Servicer, with the consent of
the applicable Directing Holder, subject to Section 6.11) materially
impairs the value of the related Mortgaged Property as security for such
Serviced Loan or otherwise materially adversely affects the interests of
Certificateholders (or, in the case of any Companion Loan, the related
Companion Loan Noteholders), and (ii) continues unremedied for the
applicable grace period under the terms of such Serviced Loan (or, if no
grace period is specified and the default is capable of being cured, for
30 days); provided that any default that results in acceleration of the
related Mortgage Loan without the application of any grace period under
the related Mortgage Loan documents shall be deemed not to have a grace
period; and provided, further, that any determination that a Servicing
Transfer Event has occurred under this clause (c) with respect to any
Mortgage Loan solely by reason of the failure of the related Mortgagor to
maintain or cause to be maintained insurance coverage against damages or
losses arising from acts of terrorism may only be made by the Master
Servicer, subject to Section 6.11, and the second paragraph of Section
3.07(a); or
(d) the Master Servicer or the Special Servicer (in the case of the
Special Servicer, with the consent of the applicable Directing Holder,
subject to Section 6.11) has determined that (i) a default (other than as
described in clause (b) of this definition) under the Loan is imminent,
(ii) such default will materially impair the value of the related
Mortgaged Property as security for such Serviced Loan or otherwise
materially adversely affects the interests of Certificateholders (or, in
the case of any Companion Loan, the related Companion Loan Noteholders),
and (iii) the default will continue unremedied for the applicable grace
period under the terms of such Serviced Loan (or, if no grace period is
specified and the default is capable of being cured, for 30 days);
provided that any default that results in acceleration of the related
Mortgage Loan without the application of any grace period under the
related Mortgage Loan documents shall be deemed not to have a grace
period; and provided, further, that any determination that a Servicing
Transfer Event has occurred under this clause (d) with respect to any
Mortgage Loan solely by reason of the failure of the related Mortgagor to
maintain or cause to be maintained insurance coverage against damages or
losses arising from acts of terrorism will be subject to Section 6.11, and
the second paragraph of Section 3.07(a); or
(e) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law
or the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the related Mortgagor and such decree or
order shall have remained in force and not dismissed for a period of 60
days; or
(f) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or
relating to such Mortgagor or of or relating to all or substantially all
of its property; or
(g) the related Mortgagor shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(h) the Master Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect to the
related Mortgaged Property;
provided, however, that a Serviced Loan will cease to be a Specially Serviced
Loan, when a Liquidation Event has occurred with respect to such Serviced Loan,
when the related Mortgaged Property has become an REO Property or, so long as at
such time no circumstance identified in clauses (a) through (h) above exists
that would cause the Serviced Loan to continue to be characterized as a
Specially Serviced Loan, when:
(w) with respect to the circumstances described in clause (a) of
this definition, the related Mortgagor has made three consecutive full and
timely Monthly Payments under the terms of such Serviced Loan (as such terms may
be changed or modified in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or by reason of a modification, extension,
waiver or amendment granted or agreed to by the Master Servicer or the Special
Servicer pursuant to Section 3.21);
(x) with respect to the circumstances described in clauses (b), (d),
(e), (f) and (g) of this definition, such circumstances cease to exist in the
good faith, reasonable judgment of the Special Servicer, but, with respect to
any bankruptcy or insolvency proceedings described in clauses (e), (f) and (g),
no later than the entry of an order or decree dismissing such proceeding;
(y) with respect to the circumstances described in clause (c) of
this definition, such default is cured as determined by the Special Servicer in
its reasonable, good faith judgment; and
(z) with respect to the circumstances described in clause (h) of
this definition, such proceedings are terminated.
The Special Servicer may conclusively rely on the Master Servicer's
determination and the Master Servicer may conclusively rely on the Special
Servicer's determination as to whether a Servicing Transfer Event has occurred
giving rise to a Serviced Loan's becoming a Specially Serviced Loan. If any
Serviced Loan that is part of any Loan Group becomes a Specially Serviced Loan,
then each other Serviced Loan in the Loan Group shall also become a Specially
Serviced Loan.
"Startup Day" shall mean, with respect to each REMIC Pool, the day
designated as such in Section 10.01(c).
"Stated Maturity Date" shall mean, with respect to any Loan, the Due
Date specified in the related Mortgage Note (as in effect on the Closing Date)
on which the last payment of principal is due and payable under the terms of
such Mortgage Note (as in effect on the Closing Date), without regard to any
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, extension,
waiver or amendment of such Loan granted or agreed to by the Special Servicer
pursuant to Section 3.21.
"Stated Principal Balance" shall mean: (a) with respect to any
Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), the
Cut off Date Balance of such Mortgage Loan, as permanently reduced on each
Distribution Date (to not less than zero) by (i) any principal payments (whether
received or advanced) or other collections in respect of such Mortgage Loan that
were identified and applied as a recovery of principal for such Mortgage Loan
(or any such successor REO Mortgage Loan with respect thereto) during the
related Collection Period, (ii) the principal portion of any Realized Loss
incurred in respect of such Mortgage Loan (or, if such Mortgage Loan is part of
a Loan Group, any Realized Loss incurred in respect of such Loan Group and
allocated to such Mortgage Loan) (or any such successor REO Mortgage Loan with
respect thereto) during the related Collection Period; and (b) with respect to
any Serviced Companion Loan (and any successor REO Loan with respect thereto),
the Cut off Date Balance of such Loan, as permanently reduced on each Loan Group
Remittance Date (to not less than zero) by (i) any principal payments (whether
received or advanced) or other collections in respect of such Loan that were
identified and applied as a recovery of principal for such Loan (or any such
successor REO Loan with respect thereto) during the related Collection Period,
and (ii) the principal portion of any Realized Loss incurred in respect of the
related Loan Group and allocated to such Loan (or any such successor REO Loan
with respect thereto) during the related Collection Period.
Other than for purposes of determining the Weighted Average Net
Mortgage Rate, the Stated Principal Balance of the Mortgage Pool will not be
reduced by the amount of any principal collections from the Mortgage Pool that
were used to reimburse a Workout-Delayed Reimbursement Amount pursuant to
Section 3.05(a)(vii), unless the corresponding Advance was determined to be a
Nonrecoverable Advance.
Notwithstanding the foregoing, if a Liquidation Event or Final
Recovery Determination occurs in respect of any Loan or REO Property, then the
"Stated Principal Balance" of such Loan or of the related REO Loan, as the case
may be, shall be zero commencing as of the Distribution Date in the Collection
Period next following the Collection Period in which such Liquidation Event
occurred.
"Sub-Pool" shall mean either of Sub-Pool 1 or Sub-Pool 2.
"Sub-Pool 1" shall mean collectively, all of the Mortgage Loans that
are identified on the Mortgage Loan Schedule as belonging to Sub-Pool 1 and any
successor REO Loans with respect thereto.
"Sub-Pool 1 Available Distribution Amount" shall mean with respect
to any Distribution Date, that portion, if any, of the Available Distribution
Amount attributable to collections Received on the Mortgage Loans in Sub-Pool 1.
"Sub-Pool 1 Principal Distribution Amount" shall mean with respect
to any Distribution Date, that portion, if any, of the Adjusted Principal
Distribution Amount attributable to collections Received on the Mortgage Loans
in Sub-Pool 1.
"Sub-Pool 2" shall mean collectively, all of the Mortgage Loans that
are identified on the Mortgage Loan Schedule as belonging to Sub-Pool 2 and any
successor REO Loans with respect thereto.
"Sub-Pool 2 Available Distribution Amount" shall mean with respect
to any Distribution Date, that portion, if any, of the Available Distribution
Amount attributable to collections Received on the Mortgage Loans in Sub-Pool 2.
"Sub-Pool 2 Principal Distribution Amount" shall mean with respect
to any Distribution Date, that portion, if any, of the Adjusted Principal
Distribution Amount attributable to collections Received on the Mortgage Loans
in Sub-Pool 2.
"Sub-Servicer" shall mean any Person with which the Master Servicer
or the Special Servicer has entered into a Sub-Servicing Agreement.
"Sub-Servicing Agreement" shall mean the written contract between
the Master Servicer or the Special Servicer, on the one hand, and the Primary
Servicer or any Sub-Servicer, on the other hand, relating to servicing and
administration of Serviced Loans as provided in Section 3.23.
"Subordinate Companion Loan" shall have the meaning assigned thereto
in the Preliminary Statement.
"Subordinate Companion Loan Noteholder" shall mean, with respect to
any Loan Group with a Subordinate Companion Loan, the Holder of the Mortgage
Note for such Subordinate Companion Loan.
"Subsequent Exchange Act Reports" shall have the meaning assigned
thereto in Section 8.15(a).
"Subsequent Fiscal Agent" shall mean the fiscal agent under any
Subsequent PSA.
"Subsequent Master Servicer" shall mean the master servicer under
any Subsequent PSA.
"Subsequent PSA" shall mean any "pooling and servicing agreement"
entered into in connection with a securitization of any Pari Passu Companion
Loan where the servicing of such Companion Loan is performed under this
Agreement or a Lead PSA.
"Subsequent Trustee" shall mean the trustee under any Subsequent
PSA.
"Successful Bidder" shall have the meaning assigned thereto in
Section 7.01(c).
"Supplemental Servicer Schedule": With respect to the Loans to be
serviced by the Master Servicer, a list attached hereto as Schedule VI, which
list sets forth the following information with respect to each Loan:
(i) the Mortgagor's name;
(ii) property type;
(iii) the original balance;
(iv) the original and remaining amortization term;
(v) whether such Mortgage Loan has a guarantor;
(vi) whether such Mortgage Loan is secured by a letter of
credit;
(vii) the current balance and monthly amount of any reserve or
escrowed funds;
(viii) the grace period with respect to both default interest
and late payment charges;
(ix) whether such Mortgage Loan is insured by RVI, lease
enhancement policy or environmental policies;
(x) whether an operation and maintenance plan exists and, if
so, what repairs are required;
(xi) whether a cash management agreement or lock-box agreement
is in place; and
(xii) the number of units, pads, rooms or square feet of the
Mortgaged Property.
Such list may be in the form of more than one list, collectively setting forth
all of the information required.
"Tax Administrator" shall mean any tax administrator appointed
pursuant to Section 8.13 (or, in the absence of any such appointment, the
Trustee).
"Tax Matters Person" shall mean, with respect to each REMIC Pool,
the Person designated as the "tax matters person" of such REMIC Pool in the
manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury
Regulations Section 301.6231(a)(7)-1, which Person shall be the Plurality
Residual Interest Certificateholder in respect of the related Class of Residual
Interest Certificates.
"Tax Returns" shall mean the federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC)
Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual
Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any
successor forms, to be filed on behalf of each REMIC Pool due to its
classification as a REMIC under the REMIC Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the IRS under any applicable provisions of
federal tax law or any other governmental taxing authority under applicable
state and local tax law.
"Tier 1 Loan Group" shall mean any one of the 0000 Xxxxxxxx Loan
Group, Shops at Wailea Loan Group, 0000 Xxxx Xxxxxx Loan Group and
Xxxxxxxx/Charlesbank Office Portfolio Loan Group.
"Tier 2 Loan Group" shall mean the Toringdon II Loan Group.
"Toringdon II Loan Group" shall have the meaning assigned thereto in
the Preliminary Statement.
"Toringdon II Trust Loan" shall have the meaning assigned thereto in
the Preliminary Statement.
"Toringdon II Subordinate Companion Loan" shall have the meaning
assigned thereto in the Preliminary Statement.
"Total Principal Reinstatement Amount" shall mean, with respect to
any Distribution Date, an amount (to be calculated by the Trustee immediately
following, and after taking into account, all distributions to be made with
respect to the Certificates on such Distribution Date) equal to the least of:
(1) the Additional Principal Distribution Amount for the subject Distribution
Date; (2) the amount, if any, by which (a) the aggregate Stated Principal
Balance of the Mortgage Pool that will be outstanding immediately following the
subject Distribution Date, exceeds (b) the aggregate of the Class Principal
Balances of all the Classes of Principal Balance Certificates (after taking into
account the distributions made with respect to the Certificates on such
Distribution Date, but prior to any adjustments to any of those Classes of
Principal Balance Certificates pursuant to Section 4.04 or Section 4.05); and
(3) the aggregate Loss Reimbursement Amount in respect of the Principal Balance
Certificates for the subject Distribution Date (reduced by all distributions
made with respect to the Principal Balance Certificates in reimbursement of such
aggregate Loss Reimbursement Amount on the subject Distribution Date).
"Transfer" shall mean any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"Transfer Affidavit and Agreement" shall have the meaning assigned
thereto in Section 5.02(d)(i)(B).
"Transfer Date" shall have the meaning assigned thereto in Section
5.02(b).
"Transferee" shall mean any Person who is acquiring, by Transfer,
any Ownership Interest in a Certificate.
"Transferor" shall mean any Person who is disposing of, by Transfer,
any Ownership Interest in a Certificate.
"Trust" shall mean the common law trust created hereunder.
"Trust Fund" shall mean, collectively, all of the assets of the
Lower-Tier REMIC, the Upper-Tier REMIC and the Loss of Value Reserve Fund.
"Trustee" shall mean LaSalle Bank National Association, in its
capacity as trustee hereunder, or any successor trustee appointed as herein
provided.
"Trustee Fee" shall mean, with respect to each Distribution Date, an
amount equal to one-twelfth of the product of (i) the Trustee Fee Rate,
multiplied by (ii) the aggregate Stated Principal Balance of the Mortgage Pool
outstanding immediately prior to such Distribution Date.
"Trustee Fee Rate" shall mean 0.0006% per annum.
"Trustee Liability" shall have the meaning assigned thereto in
Section 8.05(b).
"UCC" shall mean the Uniform Commercial Code in effect in the
applicable jurisdiction.
"UCC Financing Statement" shall mean a financing statement executed
(if required by the UCC) and filed pursuant to the UCC.
"Uncertificated Lower-Tier Interest" shall mean each separate
non-certificated beneficial ownership interest in the Lower-Tier REMIC issued
hereunder and designated as a "regular interest" in the Lower-Tier REMIC. Each
Uncertificated Lower-Tier Interest shall accrue interest at the Weighted Average
Net Mortgage Rate, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective Uncertificated Lower-Tier Interests
are set forth in the Preliminary Statement hereto.
"Uncertificated Principal Balance" shall mean the principal balance
of any Uncertificated Lower-Tier Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal Balance of
each Uncertificated Lower-Tier Interest shall equal the amount set forth in the
Preliminary Statement hereto. On each Distribution Date, the Uncertificated
Principal Balance of each Uncertificated Lower-Tier Interest shall be
permanently reduced by all distributions of principal deemed to have been made
thereon on such Distribution Date pursuant to Section 4.01(i), and shall be
further permanently reduced on such Distribution Date by all Realized Losses and
Additional Trust Fund Expenses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(b).
"Underwriters" shall mean Xxxxxxx, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Credit Suisse First Boston LLC,
Bear, Xxxxxxx & Co. Inc. and Wachovia Capital Markets, LLC, and their respective
successors in interest.
"Unfunded Principal Balance Reduction" shall mean any reduction made
in the Class Principal Balance of any Class of Principal Balance Certificates
pursuant to Section 4.04(a) or the Uncertificated Principal Balance of any
Uncertificated Lower-Tier Interest pursuant to Section 4.04(b).
"United States Tax Person" shall mean a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any State thereof or the District
of Columbia, or an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more such United States Tax Persons have the authority to control all
substantial decisions of the trust (or to the extent provided in the Treasury
regulations, if the trust was in existence on August 20, 1996 and elected to be
treated as a United States person), all within the meaning of Section
7701(a)(30) of the Code.
"United States Securities Person" shall mean any "U.S. person" as
defined in Rule 902(k) of Regulation S.
"Unliquidated Advance" shall mean any Advance previously made by a
party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other,
as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (ii)
and (vi) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the Loan or REO Property in
respect of which the Advance was made.
"Upper-Tier Distribution Account" shall mean the subaccount deemed
to be a part of the Distribution Account and maintained by the Trustee pursuant
to Section 3.04(b).
"Upper-Tier REMIC" One of the two separate REMICs comprising the
Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Distribution Account.
"Voting Rights" shall mean the portion of the voting rights of all
of the Certificates that is allocated to any Certificate. At all times during
the term of this Agreement, 99% of the Voting Rights shall be allocated among
the Holders of the various Classes of the Principal Balance Certificates in
proportion to the respective Class Principal Balances of their Certificates, and
1% of the Voting Rights shall be allocated to the Holders of the Class XP and
Class XC Certificates, pro rata, based on the Class XP Notional Amount and Class
XC Notional Amount, respectively. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates. No Voting Rights shall be allocated to the Class R-I or Class R-II
Certificates.
"Weighted Average Net Mortgage Rate" shall mean, with respect to any
Distribution Date, the weighted average of the Net Mortgage Rates of the
Mortgage Loans as of the first day of the related Collection Period, weighted on
the basis of their respective Stated Principal Balances as of the first day of
such Collection Period (after giving effect to any payments received during any
applicable grace period).
"Workout-Delayed Reimbursement Amounts" shall mean with respect to
any Mortgage Loan, the amount of any Advance made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of
three Monthly Payments under its modified terms, would then constitute) a
Corrected Loan, together with (to the extent accrued and unpaid) interest on
such Advances, to the extent that (i) such Advance is not reimbursed to the
Person who made such Advance on or before the date, if any, on which such
Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance
becomes an obligation of the Mortgagor to pay such amount under the terms of the
modified Mortgage Loan documents.
"Workout Fee" shall mean the fee designated as such in, and payable
to the Special Servicer with respect to certain collections on each Corrected
Loan pursuant to, Section 3.11(b).
"Workout Fee Rate" shall mean, with respect to each Corrected Loan
as to which a Workout Fee is payable, 1.0%.
"Yield Maintenance Charge" shall mean the payments paid or payable,
as the context requires, as the result of a Principal Prepayment on, or other
early collection of principal of, a Loan, which payments are not otherwise due
thereon in respect of principal or interest and have been calculated (based on
scheduled payments of interest and/or principal on such Loan) to compensate the
Holder for reinvestment losses based on the value of an interest rate index at
or near the time of prepayment. Any other prepayment premiums, penalties and
fees not so calculated will not be considered "Yield Maintenance Charges." In
the event that a Yield Maintenance Charge shall become due for any particular
Loan, the Master Servicer shall be required to follow the terms and provisions
contained in the applicable Mortgage Note, provided, however, in the event the
particular Mortgage Note shall not specify the U.S. Treasuries which shall be
used in determining the discount rate or the reinvestment yield to be applied in
such calculation, the Master Servicer shall be required to use those U.S.
Treasuries which shall generate the lowest discount rate or reinvestment yield
for the purposes thereof. Accordingly, if either no U.S. Treasury issue, or more
than one U.S. Treasury issue, shall coincide with the term over which the Yield
Maintenance Charge shall be calculated (which depending on the applicable
Mortgage Note is based on the remaining average life of the Loan or the actual
term remaining through the related Stated Maturity Date), the Master Servicer
shall use the applicable U.S. Treasury whose reinvestment yield is the lowest,
with such yield being based on the bid price for such issue as published in The
Wall Street Journal on the date that is 14 days prior to the date that the Yield
Maintenance Charge shall become due and payable (or, if such bid price is not
published on that date, the next preceding date on which such bid price is so
published) and converted to a monthly compounded nominal yield. The monthly
compounded nominal yield ("MEY") is derived from the reinvestment yield or
discount rate and shall be defined as MEY = (12 X [{(1+ "BEY"/2) ^1/6}-1]) X
100, where BEY is defined as the U.S. Treasury Reinvestment Yield which is in
decimal form and not in percentage, and 1/6 is the exponential power to which a
portion of the equation is raised. For example, using a BEY of 5.50%, the MEY =
(12 X [{(1+ .055/2) ^ 0.16667}- 1]) X 100 where .055 is the decimal version of
the percentage 5.5% and 0.16667 is the decimal version of the exponential power.
The MEY in the above calculation is 5.44%.
Section 1.02 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
(i) the terms defined in this Agreement include the plural as well
as the singular, and the use of any gender herein shall be deemed to
include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP;
(iii) references herein to "Articles," "Sections," "Subsections,"
"Paragraphs" and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, Paragraphs and other
subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to
Paragraphs and other subdivisions;
(v) the words "herein," "hereof," "hereunder," "hereto," "hereby"
and other words of similar import refer to this Agreement as a whole and
not to any particular provision; and
(vi) the terms "include" or "including" shall mean without
limitation by reason of enumeration.
Section 1.03 Certain Adjustments to the Principal Distributions on
the Certificates.
(a) If any party hereto is reimbursed out of general collections on
the Mortgage Pool on deposit in the Pool Custodial Account for any unreimbursed
Advances that have been or are determined to be Nonrecoverable Advances
(together with interest accrued and payable thereon pursuant to Section 3.12(b)
or Section 4.03(d), as applicable, to the extent such interest was paid
hereunder from a source other than Default Charges Received by the Trust on the
Mortgage Pool), then (for purposes of calculating distributions on the
Certificates) each such reimbursement and payment of interest shall be deemed to
have been made:
(i) first, out of any amounts then on deposit in the Pool Custodial
Account that represent payments or other collections of principal Received
by the Trust with respect to the Sub-Pool to which such Mortgage Loan
generating the Nonrecoverable Advance belongs that, but for their
application to reimburse a Nonrecoverable Advance and/or to pay interest
thereon, would be included in the Available Distribution Amount for the
related Distribution Date;
(ii) second, out of any amounts then on deposit in the Pool
Custodial Account that represent any other payments or other collections
Received by the Trust with respect to the Sub-Pool to which such Mortgage
Loan generating the Nonrecoverable Advance belongs that, but for their
application to reimburse a Nonrecoverable Advance and/or to pay interest
thereon, would be included in the Available Distribution Amount for the
related Distribution Date;
(iii) third, out of any amounts representing payments or other
collections of principal Received by the Trust with respect to the other
Sub-Pool that, but for their application to reimburse a Nonrecoverable
Advance and/or to pay interest thereon, would be included in the Available
Distribution Amount for any subsequent Distribution Date;
(iv) fourth, out of any amounts representing any other payments or
other collections Received by the Trust with respect to the other Sub-Pool
that, but for their application to reimburse a Nonrecoverable Advance
and/or to pay interest thereon, would be included in the Available
Distribution Amount for any subsequent Distribution Date; and
(v) fifth, out of any other amounts then on deposit in the Pool
Custodial Account that may be available to reimburse the subject
Nonrecoverable Advance and/or to pay interest thereon.
(b) If and to the extent that any payment or other collection of
principal of any Mortgage Loan or REO Mortgage Loan is deemed to be applied in
accordance with Section 1.03(a)(i) to reimburse a Nonrecoverable Advance or to
pay interest thereon or is applied to reimburse a Workout-Delayed Reimbursement
Amount, and further if and to the extent that such payment or other collection
of principal constitutes part of the Principal Distribution Amount for any
Distribution Date, then for purposes of calculating the Adjusted Principal
Distribution Amount, Sub-Pool 1 Principal Distribution Amount and Sub-Pool 2
Principal Distribution Amount for such Distribution Date and for such Sub-Pool,
as applicable, the amount of such payment or other collection of principal shall
be subtracted from the Principal Distribution Amount for such Distribution Date
and the applicable Sub-Pool.
(c) If and to the extent that any Advance is determined to be a
Nonrecoverable Advance, such Advance or interest thereon is reimbursed out of
general principal collections on the Mortgage Pool as contemplated by Section
1.03(a) above or if any Workout-Delayed Reimbursement Amount is paid from
principal collections on the Mortgage Pool, and the particular item for which
such Advance was originally made is subsequently collected (in whole or in part)
out of payments or other collections in respect of the related Mortgage Loan (or
Loan Group if applicable) or REO Mortgage Loan (such item, and interest thereon,
to the extent such interest was paid out of general collections on the Mortgage
Pool, if and to the extent so collected, a "Recovered Amount"), then for
purposes of calculating the Adjusted Principal Distribution Amount for the
Distribution Date that corresponds to the Collection Period in which such item
was recovered, such Recovered Amount (to the extent not already included
therein) shall be added to the Principal Distribution Amount for such
Distribution Date.
(d) Nothing contained in this Section 1.03 is intended to limit the
ability of any party hereto that is entitled to reimbursement hereunder for any
unreimbursed Advances that have been or are determined to be Nonrecoverable
Advances (together with interest accrued and payable thereon pursuant to Section
3.12(b) or Section 4.03(d)) to collections of principal Received by the Trust
with respect to the Mortgage Pool; instead the order of priority set forth in
Section 1.03(a) is a deemed allocation only for purposes of calculating
distributions on the Certificates.
Section 1.04 Certain Calculations Relating to REO Loans.
Each REO Loan shall be deemed to have an initial unpaid principal
balance and Stated Principal Balance equal to the unpaid principal balance and
Stated Principal Balance, respectively, of its predecessor Loan as of the date
of the related REO Acquisition. All Monthly Payments (other than a Balloon
Payment), Assumed Monthly Payments (in the case of a Balloon Loan delinquent in
respect of its Balloon Payment) and other amounts due and owing, or deemed to be
due and owing, in respect of the predecessor Loan as of the date of the related
REO Acquisition, shall be deemed to continue to be due and owing in respect of
an REO Loan.
Amounts Received with respect to each REO Loan that is a successor
to a Serviced Loan (after provision for amounts to be applied to the payment of,
or to be reimbursed (1) to the Master Servicer or the Special Servicer for the
payment of, the costs of operating, managing and maintaining the related REO
Property and (2) to the Master Servicer, the Special Servicer, the Trustee or
the Fiscal Agent for the reimbursement of any outstanding unreimbursed Advances
on such REO Loan (and predecessor Loan) and interest thereon) shall be treated:
first, as a recovery of any amounts withdrawn from general principal collections
on the Mortgage Pool in order to reimburse any Workout-Delayed Reimbursement
Amounts and Nonrecoverable Advance with respect to such Loan and interest on any
such Advance; second, as a recovery of accrued and unpaid interest on such REO
Loan at the related Mortgage Rate to but not including the Due Date in the
Collection Period of receipt; third, as a recovery of principal of such REO Loan
to the extent of its entire unpaid principal balance (to the extent not already
reimbursed pursuant to clause first above); and fourth, in accordance with the
normal servicing practices of the Master Servicer, as a recovery of any other
amounts due and owing in respect of such REO Loan; provided that if the Loans
comprising a Serviced Loan Group become REO Loans, amounts Received with respect
to such REO Loans shall be applied to amounts due and owing in respect of such
REO Loans as provided in the related Co-Lender Agreement. Notwithstanding the
foregoing, all amounts payable or reimbursable to the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent or the Trust in respect of the
predecessor Loan as of the date of the related REO Acquisition, including any
unpaid Servicing Fees and any unreimbursed Servicing Advances and P&I Advances,
together with any interest accrued and payable to the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent in respect of such Servicing
Advances and P&I Advances (including any Unliquidated Advance) in accordance
with Sections 3.12(b), 4.03(d) and 4.03A(d), respectively, shall continue to be
payable or reimbursable to the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent or the Trust, as the case may be, in respect of an REO
Loan.
Section 1.05 Certain Matters with respect to the 1370 Avenue of the
Americas Loan Group.
(a) The 1370 Avenue of the Americas Loan Group is comprised of the
1370 Avenue of the Americas Trust Loan and the 1370 Avenue of the Americas Pari
Passu Companion Loans. The 1370 Avenue of the Americas Pari Passu Companion
Loans are expected to be included in another securitization. The 1370 Avenue of
the Americas Loan Group will be initially serviced and administered under this
Agreement, during which time the 1370 Avenue of the Americas Loan Group will be
treated as a Serviced Loan Group. Notwithstanding anything contained herein,
following the securitization of the 1370 Avenue of the Americas Pari Passu
Companion Loans (provided any Rating Agency confirmation referred to below has
been obtained), the 1370 Avenue of the Americas Loan Group will be administered
under the 1370 Avenue of the Americas PSA, during which time the 1370 Avenue of
the Americas Loan Group will be treated as a Non-Serviced Loan Group and the
Special Servicer will have no servicing responsibilities with respect to the
1370 Avenue of the Americas Loan Group or the related Mortgaged Property. The
parties hereto acknowledge that they shall be obligated to service the 1370
Avenue of the Americas Loan Group on behalf of the Trust during a 1370 Avenue of
the Americas Lead Servicing Period (including, but not limited to, establishing
the Serviced Companion Loan Custodial Account). If the Companion Loan Securities
issued under the 1370 Avenue of the Americas PSA are not rated by any of the
Rating Agencies rating the Certificates, prior to the transfer of servicing to
the 1370 Avenue of the Americas PSA the Trustee shall receive written
confirmation from any Rating Agency not rating such Companion Loan Securities
that the transfer of servicing will not result in the downgrade, withdrawal or
qualification of the ratings for any of the Certificates. During the 1370 Avenue
of the Americas Non-Lead Servicing Period, the Master Servicer, the Trustee and
Fiscal Agent will have limited servicing and administration responsibilities
under this Agreement (such as preparing CMSA servicing reports, remitting
collections, and making P&I Advances for the 1370 Avenue of the Americas Trust
Loan) with respect to the 1370 Avenue of the Americas Trust Loan, but will have
no servicing and administration responsibilities whatsoever with respect to the
1370 Avenue of the Americas Pari Passu Companion Loans. In that regard and
notwithstanding anything to the contrary provided herein, when this Agreement
references or provides for amounts collected or received by or on behalf of the
Master Servicer or the Special Servicer with respect to the 1370 Avenue of the
Americas Trust Loan these references or provisions are deemed to include all
amounts collected or received by the servicers or the trustee under the 1370
Avenue of the Americas PSA on behalf of the Trust as the holder of the 1370
Avenue of the Americas Trust Loan and remitted to the Master Servicer, the
Special Servicer or the Trustee.
(b) Upon the transfer of servicing to the 1370 Avenue of the
Americas PSA, the Master Servicer and the Special Servicer shall immediately be
entitled to reimbursement from the Pool Custodial Account for any Servicing
Advances made with respect to the 1370 Avenue of the Americas Loan Group during
the 1370 Avenue of the Americas Lead Servicing Period. To the extent that the
Master Servicer or Special Servicer reimburses itself for any Servicing Advance
made with respect to the 1370 Avenue of the Americas Loan Group during the 1370
Avenue of the Americas Lead Servicing Period, the Master Servicer or Special
Servicer, as applicable, shall provide notice of such reimbursement to the
Depositor. The Depositor shall promptly upon receiving notice of such
reimbursement pay to the Trust an amount equal to the amount which the Master
Servicer reimbursed itself or the Special Servicer, as the case may be.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL
ISSUANCE OF CERTIFICATES
Section 2.01 Creation of Trust; Conveyance of Mortgage Loans.
(a) It is the intention of the parties hereto that a common law
trust be established pursuant to this Agreement and that such trust be
designated as "Commercial Mortgage Trust 2005-GG3, Commercial Mortgage
Pass-Through Certificates, Series 2005-GG3." LaSalle Bank National Association
is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in
such capacity, to hold the Trust Fund in trust for the exclusive use and benefit
of all present and future Certificateholders. The Depositor, concurrently with
the execution and delivery hereof, does hereby assign, sell, transfer, set over
and otherwise convey to the Trustee in trust, without recourse, for the benefit
of the Certificateholders, all the right, title and interest of the Depositor
in, to and under (i) the Mortgage Loans, (ii) the Mortgage Loan Purchase
Agreement, (iii) the Co-Lender Agreements, and (iv) all other assets included or
to be included in the Trust Fund. Such assignment includes all interest and
principal received or receivable on or with respect to the Mortgage Loans and
due after the Cut-off Date and, in the case of each Loan Group Trust Mortgage
Loan, is subject to the related Co-Lender Agreement and/or the related Lead PSA.
The parties hereto acknowledge and agree that, notwithstanding
Section 11.07, the transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and is intended by them to constitute a
sale.
(b) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall direct each Mortgage Loan Seller
(pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and
deposit with the Trustee or a Custodian appointed thereby (with a copy to the
Master Servicer), on or before the Closing Date, the Mortgage File for each
Mortgage Loan (in connection with the Non-Serviced Trust Loans, the original
Mortgage File for such Mortgage Loan other than the related Mortgage Note shall
be held by the applicable Lead Trustee pursuant to the applicable Lead PSA on
behalf of the Trust Fund and the Certificateholders), with copies of the related
reserve and cash management agreements for such Mortgage Loan to be delivered to
the Master Servicer and the Special Servicer. With respect to the North Star
Mall Mortgage Loan, the Mall St. Xxxxxxxx Mortgage Loan and the Grand Canal
Shoppes at the Venetian Trust Loan, the obligation of each of Commerzbank and
GSMC to deliver a Mortgage Note to the Trustee or a Custodian appointed thereby
shall be limited to delivering only the Mortgage Note held by such party to the
Trustee or Custodian appointed thereby. With respect to any of the North Star
Mall Mortgage Loan and the Mall St. Xxxxxxxx Mortgage Loan, either Commerzbank
or GSMC may deliver one Mortgage File or one of any other document required to
be delivered with respect to such Mortgage Loan hereunder and such delivery
shall satisfy such delivery requirements for both Commerzbank and GSMC. None of
the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be
liable for any failure by a Mortgage Loan Seller or the Depositor to comply with
the document delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b).
After the Depositor's transfer of the Mortgage Loans to the Trustee
pursuant to this Section 2.01(b), the Depositor shall not take any action
inconsistent with the Trust's ownership of the Mortgage Loans.
(c) The Depositor hereby represents and warrants that each Mortgage
Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement
that it shall bear the costs related to recording or filing, as the case may be,
in the appropriate public office for real property records or UCC Financing
Statements, as appropriate, each related assignment of Mortgage and assignment
of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv)
of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment
referred to in clause (a)(viii) of the definition of "Mortgage File" and the
Trustee shall promptly undertake to record or file any such document upon its
receipt thereof. This paragraph shall not apply to any Non-Serviced Trust Loan,
because the documents referred to in this paragraph have been assigned to the
applicable Lead Trustee.
The Depositor hereby represents and warrants that each Mortgage Loan
Seller has covenanted in the applicable Mortgage Loan Purchase Agreement as to
each Serviced Loan, that if it cannot deliver or cause to be delivered the
documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi)
(if recorded) and (a)(viii) of the definition of "Mortgage File" solely because
of a delay caused by the public recording office where such document or
instrument has been delivered for recordation, a copy of the original certified
by the applicable Mortgage Loan Seller to be a true and complete copy of the
original thereof submitted for recording, shall be forwarded to the Trustee.
Each assignment referred to in the second preceding paragraph that
is recorded by the Trustee shall reflect that it should be returned by the
public recording office to the Trustee or its agent following recording, and
each UCC-2 and UCC-3 assignment referred to in the second preceding paragraph
that is filed by the Trustee shall reflect that the file copy thereof should be
returned to the Trustee or its agent following filing; provided that, in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Trustee shall obtain
therefrom a certified copy of the recorded original. On a monthly basis, at the
expense of the applicable Mortgage Loan Seller, the Trustee shall forward to the
Master Servicer a copy of each of the aforementioned assignments following the
Trustee's receipt thereof.
If any of the aforementioned assignments is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, then the
Trustee shall direct the applicable Mortgage Loan Seller (pursuant to the
applicable Mortgage Loan Purchase Agreement) promptly to prepare or cause the
preparation of a substitute therefor or to cure such defect, as the case may be,
and to deliver to the Trustee the substitute or corrected document. The Trustee
shall upon receipt from the applicable Mortgage Loan Seller cause the same to be
duly recorded or filed, as appropriate.
(d) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall direct each Mortgage Loan Seller
(pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and
deposit (or cause to be delivered and deposited) with the Master Servicer within
10 Business Days after the Closing Date, documents and records that (A) relate
to the servicing and administration of the Serviced Loans, (B) are reasonably
necessary for the ongoing administration and/or servicing of the Serviced Loans
under this Agreement (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 (C) are in possession or under control of the
applicable Mortgage Loan Seller, together with (i) all unapplied Escrow Payments
and Reserve Funds in the possession of the applicable Mortgage Loan Seller that
relate to such Serviced Loans and (ii) a statement indicating which Escrow
Payments and Reserve Funds are allocable to such Serviced Loans, provided that
the applicable Mortgage Loan Seller shall not be required to deliver any draft
documents, privileged or other internal communications, credit underwriting, due
diligence analyses or data, or internal worksheets, memoranda, communications or
evaluations. The Master Servicer shall hold all such documents, records and
funds on behalf of the Trustee in trust for the benefit of the
Certificateholders (and, insofar as they also relate to the Companion Loans, on
behalf of and for the benefit of the applicable Companion Loan Noteholder). With
respect to the North Star Mall Mortgage Loan and the Mall St. Xxxxxxxx Mortgage
Loan, either Commerzbank or GSMC may make the deliveries required by this
paragraph to satisfy the delivery requirements of both Commerzbank and GSMC
under this paragraph.
(e) It is not intended that this Agreement create a partnership or a
joint-stock association.
Section 2.02 Acceptance of Trust Fund by Trustee.
(a) The Trustee, by its execution and delivery of this Agreement,
hereby accepts receipt, directly or through a Custodian on its behalf, of (i)
the Mortgage Loans and all documents delivered to it that constitute portions of
the related Mortgage Files and (ii) all other assets delivered to it and
included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or a Custodian on its behalf holds and will hold
such documents and any other documents subsequently received by it that
constitute portions of the Mortgage Files, and that it holds and will hold the
Mortgage Loans and such other assets, together with any other assets
subsequently delivered to it that are to be included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future Certificateholders.
The Trustee (i) with respect to each Serviced Loan Group, shall also
hold the portion of such Mortgage File that relates to the Companion Loan in
such Loan Group in trust for the use and benefit of the related Companion Loan
Noteholder and (ii) with respect to each Loan Group, hereby assumes the
obligations and rights of the holder of the related Loan Group Trust Mortgage
Loan under the applicable Co-Lender Agreement and/or applicable Lead PSA.
In connection with the foregoing, the Trustee hereby certifies to
each of the other parties hereto, each Mortgage Loan Seller and each Underwriter
that, as to each Mortgage Loan, except as specifically identified in the
Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II,
(i) all documents specified in clauses (a)(i), (ii), (vii), (ix), (xi) and (xix)
of the definition of "Mortgage File" (but in the case of documents specified in
clauses (ix) and (xix) only to the extent the Trustee or a Custodian on its
behalf has actual knowledge of their existence) of the definition of "Mortgage
File" are in its possession or the possession of a Custodian on its behalf
(other than in respect of the Non-Serviced Trust Loans, with the exception of
the related Mortgage Note and the related endorsements specified in clause
(a)(i)(A) of the definition of "Mortgage File"), and (ii) the original Mortgage
Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage
Note) received by it or any Custodian with respect to such Mortgage Loan has
been reviewed by it or by such Custodian on its behalf and (A) appears regular
on its face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appears to have been executed
(where appropriate) and (C) purports to relate to such Mortgage Loan.
(b) On or about the 45th day following the Closing Date (and, if any
exceptions are noted, again on or about the 90th day following the Closing Date
and monthly thereafter until the earliest of (i) the second anniversary of the
Closing Date, (ii) the day on which all material exceptions have been removed
and (iii) the day on which the Depositor has repurchased the last affected
Mortgage Loan), the Trustee or a Custodian on its behalf shall review the
documents delivered to it or such Custodian with respect to each Mortgage Loan,
and the Trustee shall, subject to Sections 2.01, 2.02(c) and 2.02(d), certify in
writing (substantially in the form of Exhibit C hereto) to each of the other
parties hereto, each Mortgage Loan Seller and each Underwriter (and, in the case
of a Serviced Loan Group, to the related Companion Loan Noteholder, upon
request) that, as to each Mortgage Loan (other than in respect of the
Non-Serviced Trust Loans, with the exception of the related Mortgage Note and
the related endorsements specified in clause (a)(i)(A) of the definition of
"Mortgage File") then subject to this Agreement (except as specifically
identified in any exception report annexed to such certification): (i) all
documents specified in clauses (a)(i) through (a)(v), (a)(vii) and, if
applicable, (a)(viii) (without regard to the second parenthetical in such clause
(a)(viii)) of the definition of "Mortgage File") that are required to be
delivered hereunder have been delivered; (ii) the recordation/filing
contemplated by Section 2.01(c) has been completed (based solely on receipt by
the Trustee of the particular recorded/filed documents); (iii) all documents
received by it or any Custodian with respect to such Loan have been reviewed by
it or by such Custodian on its behalf and (A) appear regular on their face
(handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appear to have been executed
(where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv)
based on the examinations referred to in Section 2.02(a) above and this Section
2.02(b) and only as to the foregoing documents, the information set forth in the
Mortgage Loan Schedule with respect to the items specified in clauses (v) and
(vi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects the
information set forth in the Mortgage File. With respect to the items listed in
clauses (ii), (iii), (iv) and, if applicable, (vi) of the definition of Mortgage
File if the original of such document is not in the Trustee's possession because
it has not been returned from the applicable recording office, then the
Trustee's or Custodian's certification prepared pursuant to this Section 2.02(b)
should indicate the absence of such original. If the Trustee's obligation to
deliver the certifications contemplated in this subsection terminates because
two years have elapsed since the Closing Date, the Trustee shall deliver a
comparable certification to any party hereto, the applicable Companion Loan
Noteholder and any Underwriter on request.
(c) None of the Trustee, the Master Servicer, the Special Servicer
or any Custodian is under any duty or obligation to inspect, review or examine
any of the documents, instruments, certificates or other papers relating to the
Loans delivered to it to determine that the same are valid, legal, effective,
genuine, binding, enforceable, sufficient or appropriate for the represented
purpose or that they are other than what they purport to be on their face.
Furthermore, none of the Trustee, the Master Servicer, the Special Servicer or
any Custodian shall have any responsibility for determining whether the text of
any assignment or endorsement is in proper or recordable form, whether the
requisite recording of any document is in accordance with the requirements of
any applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction.
(d) It is understood that the scope of the Trustee's review of the
Mortgage Files is limited solely to confirming that the documents specified in
clauses (a)(i) through (a)(v), (a)(vii) and (a)(viii) of the definition of
"Mortgage File" have been received and such additional information as will be
necessary for delivering the certifications required by Sections 2.02(a) and (b)
above.
(e) If, after the Closing Date, the Depositor comes into possession
of any documents or records that constitute part of the Mortgage File or
Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such
document to the Trustee (with a copy to the Master Servicer) (if it constitutes
part of the Mortgage File) or the Master Servicer (if it constitutes part of the
Servicing File), as applicable.
Section 2.03 Repurchase of Mortgage Loans for Document Defects and
Breaches of Representations and Warranties.
(a) If any party hereto discovers that any document constituting a
part of a Mortgage File (or, with respect to a Non-Serviced Trust Loan, the
related Mortgage Note and the related endorsements specified in clause (a)(i)(A)
of the definition of "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 a Mortgage
Loan Seller made pursuant to Section 3(b) of the applicable Mortgage Loan
Purchase Agreement with respect to any Mortgage Loan (a "Breach"), such party
shall give prompt written notice thereof to each of the Rating Agencies, the
applicable Mortgage Loan Seller and the other parties hereto. If any such
Document Defect or Breach with respect to any Mortgage Loan materially and
adversely affects 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 Trustee shall
require the applicable Mortgage Loan Seller, not later than 90 days from the
earlier of the Mortgage Loan 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), to cure the same in all material respects (which cure shall
include payment of losses and any Additional Trust Fund Expenses associated
therewith) or repurchase the affected Mortgage Loan (or the related Mortgage
Loan Seller's portion thereof with respect to the North Star Mall Mortgage Loan,
the Mall St. Xxxxxxxx Mortgage Loan and the Grand Canal Shoppes at the Venetian
Trust Loan) or any related REO Property (or, in the case of an REO Property that
relates to a Loan Group Trust Mortgage Loan, the Trust Fund's interest in the
related REO Property and in the case of North Star Mall Mortgage Loan, the Mall
St. Xxxxxxxx Mortgage Loan and the Grand Canal Shoppes at the Venetian Trust
Loan, the interest in the REO Property that corresponds to the related Mortgage
Loan Seller's portion thereof) at the applicable Purchase Price by wire transfer
of immediately available funds to the Pool Custodial Account (or, in the case of
a Loan Group Trust Mortgage Loan or an REO Property that relates to a Loan Group
Trust Mortgage Loan, to the related Loan Group REO Account); provided, however,
that if (i) such Material Document Defect or Material Breach is capable of being
cured but not within the applicable 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, (iii) the
applicable Mortgage Loan Seller has commenced and is diligently proceeding with
the cure of such Material Document Defect or Material Breach within such 90-day
period and (iv) the affected Mortgage Loan is not then a Specially Serviced
Loan, then the applicable Mortgage Loan 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
applicable Mortgage Loan Seller's receiving such additional 90-day period, the
applicable Mortgage Loan 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 applicable Mortgage Loan Seller is pursuing in connection with the
cure thereof and stating that the applicable Mortgage Loan 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 applicable Mortgage
Loan Seller to have received the recorded document, then the applicable Mortgage
Loan Seller shall be entitled to continue to defer its cure and repurchase
obligations in respect of such Document Defect so long as the applicable
Mortgage Loan 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 applicable Mortgage Loan 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. Provided that the Master Servicer
has notice of such Material Document Defect or Material Breach, the Master
Servicer shall notify the Mortgage Loan Seller if the related Mortgage Loan
becomes a Specially Serviced Loan during any applicable cure periods. Any of the
following document defects shall be conclusively presumed to be a Material
Document Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, together with the endorsements referred to in clause (a)(i) of
the definition of "Mortgage File," unless the Mortgage File contains a signed
lost note affidavit and indemnity with respect to the missing Mortgage Note and
any missing endorsements that appears to be regular on its face, (b) other than
with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of
the original executed Mortgage or a copy of such Mortgage certified by the local
authority with which the Mortgage was recorded, in each case with evidence of
recording thereon, that appears to be regular on its face, unless there is
included in the Mortgage File a copy of the executed Mortgage and a certificate
stating that the original signed Mortgage was sent for recordation, (c) other
than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage
File of the original or a copy of the lender's title insurance policy, together
with all endorsements or riders (or copies thereof) that were issued with or
subsequent to the issuance of such policy, or marked up insurance binder or
title commitment which is marked as a binding commitment and countersigned by
title company, insuring the priority of the Mortgage as a first lien on the
Mortgaged Property, (d) other than with respect to a Non-Serviced Trust Loan,
the absence from the Mortgage File of any intervening assignments required to
create a complete chain of assignment to the Trustee on behalf of the Trust and
a certificate stating that the original intervening assignments were sent for
recordation, unless there is included in the Mortgage File a certified copy of
the intervening assignment or (e) other than with respect to a Non-Serviced
Trust Loan, the absence from the Servicing File of any original letter of
credit.
With respect to the North Star Mall Mortgage Loan, the Mall St.
Xxxxxxxx Mortgage Loan and the Grand Canal Shoppes at the Venetian Trust Loan,
the obligations of each of Commerzbank and GSMC to cure or repurchase with
respect to a Material Document Defect or Material Breach with respect to the
related Mortgage Loan shall be limited to a cure or repurchase with respect to
the Mortgage Note it sold to the Depositor in accordance with the related
Mortgage Loan Purchase Agreement. With respect to the North Star Mall Mortgage
Loan, the Mall St. Xxxxxxxx Mortgage Loan and the Grand Canal Shoppes at the
Venetian Trust Loan, any cure by either of Commerzbank or GSMC with respect to
the Mortgage Note it sold to the Depositor in accordance with the related
Mortgage Loan Purchase Agreement that also cures the Material Document Defect or
Material Breach with respect to the related Mortgage Loan shall satisfy the cure
obligations of both Commerzbank and GSMC with respect to such Mortgage Loan.
If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by a Mortgage Loan Seller as
contemplated by this Section 2.03(a), then, prior to the subject repurchase, the
applicable Mortgage Loan Seller or its designee shall use its reasonable
efforts, subject to the terms of the related Mortgage Loan(s), to prepare and,
to the extent necessary and appropriate, have executed by the related Mortgagor
and record, such documentation as may be necessary to terminate the
cross-collateralization between the Mortgage Loan(s) in such
Cross-Collateralized Group that are to be repurchased, on the one hand, and the
remaining Mortgage Loan(s) therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly corresponding thereto;
provided that no such termination shall be effected unless and until (i) the
Controlling Class Directing Holder acting as the Directing Holder, if one is
then acting, has consented (which consent shall not be unreasonably withheld and
shall be deemed to have been given if no written objection is received by the
applicable Mortgage Loan Seller within 10 Business Days of such Directing
Holder's receipt of a written request for such consent), (ii) the Trustee has
received from the applicable Mortgage Loan Seller (A) an Opinion of Counsel to
the effect that such termination would not cause an Adverse REMIC Event to occur
with respect to either REMIC Pool and (B) written confirmation from each Rating
Agency that such termination would not cause an Adverse Rating Event to occur
with respect to any Class of Certificates, (iii) the debt service coverage ratio
for the four preceding calendar quarters for all of the Mortgage Loans relating
to such Cross-Collateralized Group remaining is not less than 0.05x below the
debt service coverage ratio for all Mortgage Loans of such Cross-Collateralized
Group (including the affected Mortgage Loan) set forth in the Prospectus
Supplement, (iv) the loan-to-value ratio for all of the Mortgage Loans of such
Cross-Collateralized Group remaining is not greater than 5% more than the
loan-to-value ratio for all Mortgage Loans of such Cross-Collateralized Group
(including the affected Mortgage Loan) set forth in the Prospectus Supplement;
and provided, further, that the applicable Mortgage Loan Seller may, at its
option, purchase the entire subject Cross-Collateralized Group in lieu of
effecting a termination of the cross-collateralization. All costs and expenses
incurred by the Trustee or any Person on its behalf pursuant to this paragraph
shall be included in the calculation of the Purchase Price for the Mortgage
Loan(s) to be repurchased. If the cross-collateralization of any
Cross-Collateralized Group is not or cannot be terminated as contemplated by
this paragraph, then, for purposes of (i) determining whether any Breach or
Document Defect, as the case may be, is a Material Breach or Material Document
Defect, and (ii) the application of remedies, such Cross-Collateralized Group
shall be treated as a single Mortgage Loan.
In the event that either pursuant to a settlement agreed to by the
Trustee or the Special Servicer, as the case may be, on behalf of the Trust (it
being understood that the provisions of this paragraph shall not constitute a
waiver of the Trust's rights under the prior paragraphs of this Section 2.03(a)
or a judicial order), a Mortgage Loan Seller makes a cash payment, either as a
cure of a Material Breach or a Material Document Defect, or in lieu of a
repurchase of a Mortgage Loan on which a Material Breach or a Material Document
Defect exists (or is alleged to exist) (each such payment, a "Loss of Value
Payment") with respect to such Mortgage Loan, the amount of each such Loss of
Value Payment shall be determined either (i) by mutual agreement of the Special
Servicer on behalf of the Trust with respect to the subject Material Breach or
Material Document Defect, as the case may be, and such Mortgage Loan Seller or
(ii) by judicial decision. If such Loss of Value Payment is made, the Loss of
Value Payment shall serve as the sole remedy available to the Certificateholders
and the Trustee on their behalf regarding any such Material Breach or Material
Document Defect in lieu of any obligation of the Mortgage Loan Seller to
otherwise cure such Material Breach or Material Document Defect or repurchase
the affected Mortgage Loan based on such Material Breach or Material Document
Defect under any circumstances. In the event there is a Loss of Value Payment
made by a Mortgage Loan Seller in accordance with this Section 2.03(a), the
amount of such Loss of Value Payment shall be deposited into the Loss of Value
Reserve Fund to be applied in accordance with Section 3.05B.
(b) In connection with any repurchase of a Mortgage Loan pursuant to
this Section 2.03, and subject to Section 3.26, 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 (including, without limitation, the Servicing File) 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. The
Master Servicer shall, and is hereby authorized and empowered by the Trustee to,
prepare, execute and deliver in its own name, on behalf of the
Certificateholders and the Trustee or any of them, the endorsements and
assignments contemplated by this Section 2.03(c), and such other instruments as
may be necessary or appropriate to transfer title to an REO Property in
connection with the repurchase of an REO Loan and the Trustee shall execute and
deliver any powers of attorney necessary to permit the Master Servicer to do so;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer.
(c) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of a Mortgage Loan Seller
set forth in, or made pursuant to, paragraph 23 or paragraph 43 of Exhibit B to
the applicable Mortgage Loan Purchase Agreement, specifically relating to
whether or not the Mortgage Loan documents or any particular Mortgage Loan
document for any Mortgage Loan requires the related Mortgagor to bear the cost
of Rating Agency fees reflected in paragraph 23 or reasonable costs and expenses
associated with a defeasance, as set forth in paragraph 43 of Exhibit B to the
Mortgage Loan Purchase Agreement (any such fees, costs or expenses, referred to
in this subsection (d) as "Covered Costs"), then the Master Servicer shall
direct the applicable Mortgage Loan Seller in writing to wire transfer to the
Pool Custodial Account, within 90 days of receipt of such direction, the amount
of any such reasonable costs and expenses incurred by the Trust that (i)
otherwise would have been required to be paid by the Mortgagor if such
representation or warranty with respect to such costs and expenses had in fact
been true, as set forth in the related representation or warranty, (ii) have not
been paid by the Mortgagor, (iii) are the basis of such Breach and (iv)
constitute "Covered Costs." If any amount is due under the preceding sentence
for the North Star Mall Mortgage Loan, the Mall St. Xxxxxxxx Mortgage Loan or
the Grand Canal Shoppes at the Venetian Trust Loan, then each of Commerzbank and
GSMC shall be required to wire transfer only such party's pro rata share (i.e.,
50% each with respect to the North Star Mall Mortgage Loan and the Mall St.
Xxxxxxxx Mortgage Loan, and with respect to the Grand Canal Shoppes at the
Venetian Trust Loan, 23.42% and 76.58%, respectively) of such amount. Upon
payment of such costs, the applicable Mortgage Loan Seller shall be deemed to
have cured such Breach in all respects. Provided that such payment is made, this
paragraph describes the sole remedy available to the Certificateholders and the
Trustee on their behalf regarding any such Breach, regardless of whether it
constitutes a Material Breach, and neither the Depositor nor the applicable
Mortgage Loan Seller shall be obligated to otherwise cure such Breach or
repurchase the affected Mortgage Loan under any circumstances. Amounts deposited
in the Pool Custodial Account pursuant to this paragraph shall constitute
"Liquidation Proceeds" for all purposes of this Agreement (other than Section
3.11(c)).
(d) Each Mortgage Loan Purchase Agreement and Section 2.03(a)
provide the sole remedies available to the Certificateholders, or the Trustee on
behalf of the Certificateholders, respecting any Document Defect or Breach with
respect to any Mortgage Loan.
Section 2.04 Representations, Warranties and Covenants of the
Depositor.
(a) The Depositor hereby represents, warrants and covenants to the
Trustee, for its own benefit and the benefit of the Certificateholders and to
the Fiscal Agent, the Master Servicer, the Special Servicer and Companion Loan
Noteholders, as of the Closing Date, that:
(i) The Depositor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, and the
Depositor has taken all necessary corporate 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, including, but not limited to, the
power and authority to sell, assign and transfer the Mortgage Loans in
accordance with this Agreement;
(ii) Assuming the due authorization, execution and delivery of this
Agreement by each other party hereto, this Agreement and all of the
obligations of the Depositor hereunder are the legal, valid and binding
obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization 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 and the
performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the
Depositor is subject, or conflict with, result in a breach of or
constitute a default under any of the terms, conditions or provisions of
the certificate of incorporation or the by-laws of the Depositor or any
indenture, agreement or instrument to which the Depositor is a party or by
which it is bound, or any order or decree applicable to the Depositor, or
result in the creation or imposition of any lien on any of the Depositor's
assets or property, which would materially and adversely affect the
ability of the Depositor to carry out the transactions contemplated by
this Agreement; the Depositor has obtained any consent, approval,
authorization or order of any court or governmental agency or body
required for the execution, delivery and performance by the Depositor of
this Agreement;
(iv) There is no action, suit or proceeding pending or, to the
Depositor's knowledge, threatened against the Depositor 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 Depositor to carry out the transactions contemplated by
this Agreement; and
(v) The Depositor is the lawful owner of the Mortgage Loans free and
clear of all liens, claims, encumbrances and other interests with the full
right to transfer the Mortgage Loans to the Trust and the Mortgage Loans
have been validly transferred to the Trust.
The representations, warranties and covenants of the Depositor set
forth in this Section 2.04 shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of such representations, warranties and
covenants, the party discovering such breach shall give prompt written notice
thereof to the other parties.
Section 2.05 Execution of Certificates; Issuance of Uncertificated
Lower-Tier Interests.
The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans, and, subject to Sections 2.01 and 2.02, the delivery to it or a Custodian
on its behalf of the Mortgage Files and a fully executed original counterpart of
the Mortgage Loan Purchase Agreement, together with the assignment to it of all
other assets included in the Trust Fund. Concurrently with such assignment and
delivery and in exchange therefor, the Trustee (i) acknowledges the issuance of
the Uncertificated Lower-Tier Interests to or upon the order of the Depositor,
(ii) acknowledges and hereby declares that it holds the Uncertificated
Lower-Tier Interests on behalf of the Upper-Tier REMIC and Holders of the
Certificates (other than the Class R-I Certificates) and (iii) acknowledges the
execution by the Certificate Registrar and the authentication and delivery by
the Authenticating Agent of the Class R-I Certificates to or upon the order of
the Depositor, in exchange for the Mortgage Loans, receipt of which is hereby
acknowledged, and immediately thereafter, the Trustee acknowledges that it has
caused the Certificate Registrar to execute and caused the Authenticating Agent
to authenticate and to deliver to or upon the order of the Depositor, in
exchange for the Uncertificated Lower-Tier Interests, the Regular Interest
Certificates and the Class R-II Certificates, and the Depositor hereby
acknowledges the receipt by it or its designees, of such Certificates in
authorized denominations evidencing the entire beneficial ownership of the
Upper-Tier REMIC.
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01 Administration of the Loans.
(a) All of the Serviced Loans and REO Properties (which does not
include the Non-Serviced Loan Groups) are to be serviced and administered by the
Master Servicer and/or the Special Servicer hereunder. Each of the Master
Servicer and the Special Servicer shall service and administer the Serviced
Loans and REO Properties that it is obligated to service and administer pursuant
to this Agreement on behalf of the Trustee, for the benefit of the
Certificateholders (or, in the case of the Companion Loans, on behalf of the
related Companion Loan Noteholders), as determined in the good faith and
reasonable judgment of the Master Servicer or the Special Servicer, as the case
may be, in accordance with: (i) any and all applicable laws; (ii) the express
terms of this Agreement, the respective Serviced Loans and, in the case of the
Loan Groups, the related Co-Lender Agreement; and (iii) to the extent consistent
with the foregoing, the Servicing Standard. The Master Servicer or the Special
Servicer, as applicable in accordance with this Agreement, shall service and
administer each Cross-Collateralized Group, if any, as a single Mortgage Loan as
and when necessary and appropriate consistent with the Servicing Standard.
Without limiting the foregoing, and subject to Section 3.22, (i) the Master
Servicer shall service and administer all of the Performing Serviced Loans and
shall render such services with respect to the Specially Serviced Loans as are
specifically provided for herein, and (ii) the Special Servicer shall service
and administer each Specially Serviced Loan and REO Property and shall render
such services with respect to the Performing Serviced Loans as are specifically
provided for herein. All references herein to the respective duties of the
Master Servicer and the Special Servicer, and to the areas in which they may
exercise discretion, shall be subject to Section 3.22.
The parties hereto acknowledge that the Non-Serviced Loan Groups and
any related REO property are being serviced and administered under the
applicable Lead PSA and the applicable Lead Master Servicer will make any
advances required thereunder in respect of such loan and remit collections on
the Non-Serviced Trust Loans to or on behalf of the Trust. The Master Servicer,
the Special Servicer, the Trustee or the Fiscal Agent shall have no obligation
or authority to supervise the applicable Lead Master Servicer, the applicable
Lead Special Servicer, the applicable Lead Trustee or the applicable Lead Fiscal
Agent or to make Servicing Advances or P&I Advances, except as described in
Section 4.03A with respect to P&I Advances to be made by the Master Servicer,
the Trustee or the Fiscal Agent with respect to certain of the Non-Serviced
Trust Loans. Although the Non-Serviced Loan Groups are being serviced under the
applicable Lead PSA, the Controlling Class Directing Holder will have certain
rights relating to the servicing of the Non-Serviced Loan Groups pursuant to the
applicable Lead PSA and the applicable Co-Lender Agreement. The obligation of
the Master Servicer to provide information and collections to the Trustee and
the Certi?cateholders with respect to the Non-Serviced Loan Groups shall be
dependent on its receipt of the corresponding information and collections from
the applicable Lead Master Servicer or the applicable Lead Special Servicer.
(b) Subject to Section 3.01(a) and Section 6.11 (taking account of
Section 6.11(b)), the Master Servicer and the Special Servicer shall each have
full power and authority, acting alone or through sub-servicers, to do or cause
to be done any and all things in connection with the servicing and
administration contemplated by Section 3.01(a) that it may deem necessary or
desirable. Without limiting the generality of the foregoing, each of the Master
Servicer and the Special Servicer, in its own name, with respect to each of the
Serviced Loans it is obligated to service hereunder, is hereby authorized and
empowered by the Trustee to execute and deliver, on behalf of the
Certificateholders, the Trustee and the Companion Loan Noteholders or any of
them, (i) any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by any Mortgage
or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral; (ii) in accordance with the Servicing Standard
and subject to Section 3.21 and Section 6.11 (taking account of Section
6.11(b)), any and all modifications, extensions, waivers, amendments or consents
to or with respect to any documents contained in the related Mortgage File;
(iii) any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge or of assignment, and all other comparable
instruments; and (iv) any and all instruments that such party may be required to
execute on behalf of the Trustee in connection with the defeasance of a Serviced
Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee
shall, at the written request of the Master Servicer or the Special Servicer,
promptly execute any limited powers of attorney and other documents furnished by
the Master Servicer or the Special Servicer that are necessary or appropriate to
enable them to carry out their servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall, without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating the Master Servicer's or Special Servicer's, as applicable,
representative capacity; or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state.
(c) The parties hereto acknowledge that the Loan Groups are subject
to the terms and conditions of the applicable Co-Lender Agreement. The parties
hereto further recognize the respective rights and obligations of the Loan Group
Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or
Subordinate Companion Loan Noteholder under the applicable Co-Lender Agreement,
including with respect to (i) the allocation of collections on or in respect of
the Loan Groups in accordance with the applicable Co-Lender Agreement, (ii) the
making of payments to the Loan Group Trust Mortgage Loan holder, the Pari Passu
Companion Loan holder and/or Subordinate Companion Loan Noteholder in accordance
with the applicable Co-Lender Agreement, (iii) the purchase of the Loan Group
Trust Mortgage Loans by the related Subordinate Companion Loan Noteholders or
their designees in accordance with the applicable Co-Lender Agreement, and, if
applicable, other related Companion Loan Noteholders under the applicable Lead
PSA and (iv) in the case where a Companion Loan Noteholder is the Directing
Holder, the right of such Directing Holder to cure a default of the related
Mortgagor in accordance with the applicable Co-Lender Agreement.
Notwithstanding the foregoing, if, at such time as any Serviced Loan
Group Trust Mortgage Loan shall no longer be part of the Trust Fund and a
separate servicing agreement with respect to the related Loan Group has not been
entered into in accordance with the terms of the related Co-Lender Agreement,
then, until such time as a separate servicing agreement is entered into and any
required Rating Agency confirmation is obtained, and notwithstanding that such
Serviced Loan Group Trust Mortgage Loan is no longer part of the Trust Fund, the
Master Servicer and, if applicable, the Special Servicer shall continue to
service such Loan Group or any related Loan Group REO Properties, as the case
may be, under this Agreement as if it were a separate servicing agreement
(without, subject to the applicable Co-Lender Agreement, any obligation of the
Master Servicer, Special Servicer, Trustee or Fiscal Agent to make any Advance
on such Serviced Loan Group Trust Mortgage Loan that is no longer part of the
Trust Fund), for the benefit of each holder of a Loan in such Loan Group, and
under any related Co-Lender Agreement, with: (i) such Loan Group and the related
Loan Group Mortgaged Properties constituting the sole assets thereunder; and
(ii) references to the "Trustee," "Trust," "Certificateholders" (or any
sub-group thereof) and the "Controlling Class Directing Holder" being construed
to refer to the new holder of the Serviced Loan Group Trust Mortgage Loan that
is no longer included in the Trust Fund under the applicable Co-Lender
Agreement.
(d) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee and the Companion Loan Noteholders under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
Section 3.02 Collection of Loan Payments.
(a) Each of the Master Servicer (with respect to Performing Serviced
Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall
undertake reasonable efforts to collect all payments required under the terms
and provisions of the Serviced Loans it is obligated to service hereunder and
shall follow such collection procedures as are consistent with the Servicing
Standard. The Special Servicer shall ensure that, with respect to Specially
Serviced Loans, the Mortgagors make payments directly to the Master Servicer;
provided that, in the event the Special Servicer receives a payment that should
have been made directly to the Master Servicer, the Special Servicer shall
promptly forward such payment to the Master Servicer. Upon receipt of any such
payment with respect to a Specially Serviced Loan, the Master Servicer shall
promptly notify the Special Servicer, and the Special Servicer shall direct the
Master Servicer as to the proper posting of such payment. Consistent with the
foregoing, the Special Servicer, with regard to a Specially Serviced Loan, or
the Master Servicer, with regard to a Performing Serviced Loan, may waive or
defer any Default Charges in connection with collecting any late payment on a
Serviced Loan; provided that without the consent of the Special Servicer in the
case of a proposed waiver by the Master Servicer, no such waiver or deferral may
be made by the Master Servicer pursuant to this Section 3.02 if any Advance has
been made as to such delinquent payment.
(b) [Reserved]
(c) Except in the case of the Loan Groups, amounts Received in
respect of or allocable to any particular Mortgage Loan (whether or not such
Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form of
payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or
Insurance Proceeds shall be applied to amounts due and owing under the related
Mortgage Note and Mortgage (including for principal and accrued and unpaid
interest) in accordance with the express provisions of the related Mortgage Note
and Mortgage and, in the absence of such express provisions or to the extent
that such payments and other collections may be applied at the discretion of the
lender, as follows (without duplication): first, as a recovery of any related
and unreimbursed Servicing Advances (together with interest thereon), and if
applicable, unpaid Liquidation Expenses, in each case to the extent such
application is permitted under the terms of the related Loan documents; second,
as a recovery of any Nonrecoverable Advance and Unliquidated Advance in respect
of such Mortgage Loan and, in each case, interest thereon that was reimbursed
from general principal collections on the Mortgage Pool, to the extent such
application is permitted under the terms of the related Loan documents; third,
as a recovery of accrued and unpaid interest on, and principal of, such Mortgage
Loan to the extent of any outstanding P&I Advances and unpaid Master Servicing
Fees in respect of such Mortgage Loan; fourth, as a recovery of any remaining
accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate
to, but not including, the related Due Date; fifth, as a recovery of any
remaining principal of such Mortgage Loan then due and owing, including by
reason of acceleration of the Mortgage Loan following a default thereunder (or,
if a Liquidation Event has occurred in respect of such Mortgage Loan, as a
recovery of principal to the extent of its entire remaining unpaid principal
balance); sixth, unless a Liquidation Event has occurred with respect to such
Mortgage Loan, as a recovery of amounts to be currently applied to the payment
of, or escrowed for the future payment of, real estate taxes, assessments,
insurance premiums (including premiums on any Environmental Insurance Policy),
ground rents (if applicable) and similar items; seventh, unless a Liquidation
Event has occurred with respect to such Mortgage Loan, as a recovery of Reserve
Funds to the extent then required to be held in escrow; eighth, as a recovery of
any Prepayment Premium or Yield Maintenance Charge then due and owing under such
Mortgage Loan; ninth, as a recovery of any Default Charges then due and owing
under such Mortgage Loan; tenth, as a recovery of any assumption fees,
modification fees and extension fees then due and owing under such Mortgage
Loan; eleventh, as a recovery of any other amounts then due and owing under such
Mortgage Loan; and, twelfth, as a recovery of any remaining principal of such
Mortgage Loan to the extent of its entire remaining unpaid principal balance.
All amounts Received with respect to any Loan Group shall be applied
to amounts due and owing under such Loan Group (including for principal and
accrued and unpaid interest) in accordance with the express provisions of the
related Mortgage Notes, the related Mortgage and the related loan agreement, and
in the absence of such express provisions, in accordance with the provisions of
the related Co-Lender Agreement.
Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Reserve Accounts.
(a) The Master Servicer shall, as to all Serviced Loans, establish
and maintain one or more accounts, in which all related Escrow Payments shall be
deposited and retained (each a "Servicing Account"). Subject to the terms of the
related Loan documents, each Servicing Account shall be an Eligible Account.
Withdrawals of amounts so collected from a Servicing Account may be made (to the
extent of amounts on deposit therein in respect of the related Loan or, in the
case of clauses (iv) and (v) below, to the extent of interest or other income
earned on such amounts) only for the following purposes: (i) consistent with the
related Loan documents, to effect the payment of real estate taxes, assessments,
insurance premiums (including premiums on any Environmental Insurance Policy),
ground rents (if applicable) and comparable items in respect of the respective
Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a
late payment that was intended to cover an item described in the immediately
preceding clause (i) for which a Servicing Advance was made, to reimburse the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as
applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums
as may be determined to be overages; (iv) to pay interest, if required and as
described below, to Mortgagors on balances in such Servicing Account; (v) to pay
the Master Servicer interest and investment income on balances in such Servicing
Account as described in Section 3.06(b), if and to the extent not required by
law or the terms of the related Loan documents to be paid to the Mortgagor; or
(vi) to clear and terminate such Servicing Account at the termination of this
Agreement in accordance with Section 9.01. To the extent permitted by law or the
applicable Loan documents, funds in the Servicing Accounts may be invested only
in Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall pay or cause to be paid to the Mortgagors interest, if
any, earned on the investment of funds in the related Servicing Accounts, if
required by law or the terms of the related Loan. If the Master Servicer shall
deposit in a Servicing Account any amount not required to be deposited therein,
it may at any time withdraw such amount from such Servicing Account, any
provision herein to the contrary notwithstanding.
(b) The Master Servicer shall, as to each and every Serviced Loan,
(i) maintain accurate records with respect to the related Mortgaged Property
reflecting the status of real estate taxes, assessments and other similar items
that are or may become a lien thereon and the status of insurance premiums and
any ground rents payable in respect thereof and (ii) use reasonable efforts to
obtain, from time to time, all bills for (or otherwise confirm) the payment of
such items (including renewal premiums) and, if the subject Serviced Loan
requires the related Mortgagor to escrow for such items, shall effect payment
thereof prior to the applicable penalty or termination date. For purposes of
effecting any such payment for which it is responsible, the Master Servicer
shall apply Escrow Payments as allowed under the terms of the related Serviced
Loan (or, if such Serviced Loan does not require the related Mortgagor to escrow
for the payment of real estate taxes, assessments, insurance premiums, ground
rents (if applicable) and similar items, the Master Servicer shall use
reasonable efforts consistent with the Servicing Standard to cause the related
Mortgagor to comply with the requirement of the related Mortgage that the
Mortgagor make payments in respect of such items at the time they first become
due and, in any event, prior to the institution of foreclosure or similar
proceedings with respect to the related Mortgaged Property for nonpayment of
such items). Subject to Section 3.12(d), the Master Servicer shall timely make a
Servicing Advance to cover any such item which is not so paid, including any
penalties or other charges arising from the Mortgagor's failure to timely pay
such items.
(c) The Master Servicer shall, as to each and every Serviced Loan,
make a Servicing Advance with respect to the related Mortgaged Property in an
amount equal to all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items, (ii)
ground rents (if applicable), and (iii) premiums on Insurance Policies
(including Environmental Insurance Policies), in each instance if and to the
extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor has failed to
pay such item on a timely basis. All such Servicing Advances shall be
reimbursable in the first instance from related collections from the Mortgagors,
and further as provided in Section 3.05(a) or 3.05A. No costs incurred by the
Master Servicer in effecting the payment of real estate taxes, assessments and,
if applicable, ground rents on or in respect of the Mortgaged Properties shall,
for purposes of this Agreement, including the Trustee's calculation of monthly
distributions to Certificateholders, be added to the unpaid Stated Principal
Balances of the related Serviced Loans, notwithstanding that the terms of such
Loans so permit. The foregoing shall in no way limit the Master Servicer's
ability to charge and collect from the Mortgagor such costs together with
interest thereon.
(d) The Master Servicer shall, as to all Serviced Loans, establish
and maintain, as applicable, one or more accounts ("Reserve Accounts"), into
which all Reserve Funds, if any, shall be deposited and retained. Withdrawals of
amounts so deposited may be made (i) for the specific purposes for which the
particular Reserve Funds were delivered, in accordance with the Servicing
Standard and the terms of the related Mortgage Note, Mortgage and any other
agreement with the related Mortgagor governing such Reserve Funds, and (ii) to
pay the Master Servicer interest and investment income earned on amounts in the
Reserve Accounts as described below. To the extent permitted in the applicable
Loan documents, funds in the Reserve Accounts may be invested in Permitted
Investments in accordance with the provisions of Section 3.06. Subject to the
related Loan documents, all Reserve Accounts shall be Eligible Accounts.
Consistent with the Servicing Standard, the Master Servicer may waive or extend
the date set forth in any agreement governing Reserve Funds by which any
required repairs, capital improvements and/or environmental remediation at the
related Mortgaged Property must be completed; provided that any waiver, any
extension for more than 120 days and any subsequent extension may only be
granted with the consent of the Special Servicer.
Section 3.04 Pool Custodial Account, Defeasance Deposit Account,
Distribution Account, Interest Reserve Account and Excess Liquidation Proceeds
Account.
(a) The Master Servicer shall establish and maintain one or more
separate accounts (collectively, the "Pool Custodial Account"), in which the
amounts described in clauses (i) through (ix) below (which shall not include any
amounts allocable to the Companion Loans) shall be deposited and held on behalf
of the Trustee in trust for the benefit of the Certificateholders and the
Trustee as the Holder of the Uncertificated Lower-Tier Interests. The Pool
Custodial Account shall be an Eligible Account. The Master Servicer shall
deposit or cause to be deposited in the Pool Custodial Account, within one
Business Day of receipt (in the case of payments by Mortgagors or other
collections on the Mortgage Loans) or as otherwise required hereunder, the
following payments and collections received or made by the Master Servicer or on
its behalf subsequent to the Cut-off Date (other than in respect of principal
and interest on the Mortgage Loans due and payable on or before the Cut-off
Date, which amounts shall be delivered promptly to the Depositor or its
designee, with negotiable instruments endorsed as necessary and appropriate
without recourse, and other than amounts required to be deposited in the
Defeasance Deposit Account), or payments (other than Principal Prepayments)
received by it on or prior to the Cut-off Date but allocable to a period
subsequent thereto:
(i) all payments on account of principal of the Serviced Loans,
including Principal Prepayments, and regardless of whether those payments
are made by the related Mortgagor or any related guarantor, out of any
related Reserve Funds maintained for such purpose, out of collections on
any related Defeasance Collateral or from any other source;
(ii) all payments on account of interest on the Serviced Loans,
including Default Interest, and regardless of whether those payments are
made by the related Mortgagor or any related guarantor, out of any related
Reserve Funds maintained for such purpose, out of collections on any
related Defeasance Collateral or from any other source;
(iii) all Prepayment Premiums, Yield Maintenance Charges and late
payment charges received in respect of any Serviced Loan;
(iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
Proceeds received in respect of any Serviced Loan (including any amounts
paid by a Mortgagor or received as Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds that represent recoveries for an Advance
(or interest thereon) that was previously reimbursed to the party that
made such Advance as either a Nonrecoverable Advance or as a
Workout-Delayed Reimbursement Amount);
(v) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.06 in connection with losses incurred with respect
to Permitted Investments of funds held in the Pool Custodial Account;
(vi) any amounts required to be deposited by the Master Servicer or
the Special Servicer pursuant to Section 3.07(b) in connection with losses
resulting from a deductible clause in a blanket hazard policy;
(vii) any amounts required to be transferred from an REO Account
pursuant to Section 3.17(c);
(viii) insofar as they do not constitute Escrow Payments, any
amounts paid by a Mortgagor specifically to cover items for which a
Servicing Advance has been made;
(ix) all amounts remitted or advanced by the applicable Lead Master
Servicer in respect of the Non-Serviced Trust Loans pursuant to the
applicable Lead PSA; and
(x) any Loss of Value Payments, as set forth in Section 3.05B.
provided that any amounts described in clauses (i) through (iv) and (vi) through
(viii) above that relate to any Serviced Loan Group or any related REO Property
(other than Liquidation Proceeds derived from the sale of the Mortgage Loans to
or through the Companion Loan Noteholders pursuant to the Co-Lender Agreement or
as a Specially Serviced Loan pursuant to Section 3.19 or the repurchase of a
Mortgage Loan by a Mortgage Loan Seller) shall be deposited in the applicable
Loan Group Custodial Account, and, in any such case, shall thereafter be
transferred to the Pool Custodial Account as provided in Section 3.05A. Pursuant
to the related Mortgage Loan Purchase Agreement, Greenwich Capital Financial
Products, Inc., on the Closing Date, shall be required to deposit in the Pool
Custodial Account the 0000 Xxxxxxxx Interest Deposit to be distributed on the
first Distribution Date.
The foregoing requirements for deposit in the Pool Custodial Account
shall be exclusive. Notwithstanding the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, Reserve Funds, assumption fees,
assumption application fees, funds representing a Mortgagor's payment of costs
and expenses associated with assumptions and defeasance, modification fees,
extension fees, charges for beneficiary statements or demands, amounts collected
for checks returned for insufficient funds and any similar fees not expressly
referred to in the prior paragraph need not be deposited by the Master Servicer
in the Pool Custodial Account. If the Master Servicer shall deposit in the Pool
Custodial Account any amount not required to be deposited therein, it may at any
time withdraw such amount from the Pool Custodial Account, any provision herein
to the contrary notwithstanding. The Master Servicer shall promptly deliver to
the Special Servicer, as additional special servicing compensation in accordance
with Section 3.11(c), all assumption fees and assumption application fees (or
the applicable portions thereof) and other transaction fees received by the
Master Servicer to which the Special Servicer is entitled pursuant to such
Section upon receipt of a written statement (on which the Master Servicer is
entitled to rely) of a Servicing Officer of the Special Servicer describing the
item and amount (unless pursuant to this Agreement it is otherwise clear that
the Special Servicer is entitled to such amounts, in which case a written
statement is not required). The Pool Custodial Account shall be maintained as a
segregated account, separate and apart from trust funds created for
mortgage-backed securities of other series and the other accounts of the Master
Servicer.
Upon receipt of any of the amounts described in clauses (i) through
(iv) and (vi) through (viii) above with respect to any Mortgage Loan (other than
any Mortgage Loan that is part of a Serviced Loan Group), the Special Servicer
shall promptly, but in no event later than two Business Days after receipt,
remit such amounts to the Master Servicer for deposit into the Pool Custodial
Account in accordance with the second preceding paragraph, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement or other
appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the
order of the Master Servicer, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to an REO Property
(other than an REO Property that relates to a Loan Group) shall be deposited by
the Special Servicer into the Pool REO Account and thereafter remitted to the
Master Servicer for deposit into the Pool Custodial Account as and to the extent
provided in Section 3.17(c).
If and when any Mortgagor under a Defeasance Loan that is a Serviced
Loan elects to defease all or any part of its Loan and, pursuant to the
provisions of the related Loan documents, delivers cash to the Master Servicer
to purchase the required Defeasance Collateral, the Master Servicer shall
establish and maintain one or more separate segregated accounts (collectively,
the "Defeasance Deposit Account"), in which the Master Servicer shall deposit
such cash within one Business Day of receipt by the Master Servicer. The Master
Servicer shall retain such cash in the Defeasance Deposit Account pending its
prompt application to purchase Defeasance Collateral. The Master Servicer shall
hold such cash and maintain the Defeasance Deposit Account on behalf of the
Mortgagor, as beneficial owner of the Defeasance Collateral, and the Trustee
and, in the case of the Loan Groups, the Companion Loan Noteholders, to secure
payment on the related Defeasance Loan. The Defeasance Deposit Account shall be
an Eligible Account. To the extent permitted by law or the applicable Defeasance
Loan, prior to the purchase of Defeasance Collateral, funds in the Defeasance
Deposit Account may be invested only in Permitted Investments in accordance with
the provisions of Section 3.06. The Master Servicer shall pay or cause to be
paid to the related Mortgagor(s) interest, if any, earned on the investment of
funds in the Defeasance Deposit Account, if required by law or the terms of the
related Loan(s).
(b) The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Distribution Account") to be held in trust for the
benefit of the Certificateholders. Each account that constitutes the
Distribution Account shall be an Eligible Account. The Distribution Account
shall be deemed to consist of three separate sub-accounts, which shall be
established and maintained on a book-entry basis: the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account and the Interest Reserve Account.
The Master Servicer shall deliver to the Trustee each month on or before the
Master Servicer Remittance Date, for deposit in the Lower-Tier Distribution
Account, an aggregate amount of immediately available funds equal to the Master
Servicer Remittance Amount for such Master Servicer Remittance Date, together
with, in the case of the final Distribution Date, any additional amounts
contemplated by the second paragraph of Section 9.01.
Notwithstanding anything herein to the contrary, the Lower-Tier
Distribution Account, the Upper-Tier Distribution Account and the Interest
Reserve Account may be maintained as part of a single Distribution Account.
Amounts actually deposited into or distributed from the Distribution Account
will be deemed to be deposited or distributed from the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the Interest Reserve Account, as
applicable.
In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Trustee (without duplication) for deposit in the
Lower-Tier Distribution Account:
(i) any P&I Advances required to be made by the Master Servicer in
accordance with Section 4.03(a); and
(ii) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.20(a) in connection with Prepayment Interest
Shortfalls.
The Trustee shall, upon receipt, deposit in the Lower-Tier
Distribution Account, any and all amounts received by the Trustee that are
required by the terms of this Agreement to be deposited therein.
Promptly on each Distribution Date, the Trustee shall be deemed to
withdraw from the Lower-Tier Distribution Account and deposit in the Upper-Tier
Distribution Account an aggregate amount of immediately available funds equal to
the Lower-Tier Distribution Amount and the amount of any Net Prepayment
Consideration for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(i) and
4.01(j), respectively.
In the event that the Master Servicer fails, on any Master Servicer
Remittance Date, to remit to the Trustee any amount(s) required to be so
remitted to the Trustee hereunder by such date, the Master Servicer shall pay
the Trustee, for the account of the Trustee, interest, calculated at the Prime
Rate, on such amount(s) not timely remitted, from and including that Master
Servicer Remittance Date, to but not including the date such payment was made.
On the Master Servicer Remittance Date in March of each year
(commencing in March 2005), the Trustee shall transfer from the Interest Reserve
Account to the Lower-Tier Distribution Account all Interest Reserve Amounts then
on deposit in the Interest Reserve Account with respect to the Interest Reserve
Mortgage Loans and any Interest Reserve REO Mortgage Loans.
As and when required pursuant to Section 3.04(d), the Trustee shall
transfer monies from the Excess Liquidation Proceeds Account to the Lower-Tier
Distribution Account.
(c) The Trustee shall establish and maintain one or more accounts
(collectively, the "Interest Reserve Account"), which may be a sub-account of
the Distribution Account, to be held in trust for the benefit of the
Certificateholders and the Trust as Holder of the Uncertificated Lower-Tier
Interests. Each account that constitutes the Interest Reserve Account shall be
an Eligible Account. On each Distribution Date in February and, during a year
that is not a leap year, in January, prior to any distributions being made in
respect of the Certificates on such Distribution Date, the Trustee shall
withdraw from the Lower-Tier Distribution Account and deposit in the Interest
Reserve Account with respect to each Interest Reserve Mortgage Loan and Interest
Reserve REO Mortgage Loan, an amount equal to the Interest Reserve Amount
(including the Initial Interest Reserve Account Deposit), if any, in respect of
such Mortgage Loan or REO Mortgage Loan, as the case may be, for such
Distribution Date. Pursuant to each Mortgage Loan Purchase Agreement, each
Mortgage Loan Seller, on the Closing Date, shall be required to deposit in the
Interest Reserve Account the Interest Reserve Amounts to be distributed on the
first Distribution Date for the Interest Reserve Mortgage Loans.
Notwithstanding that the Interest Reserve Account, the Lower-Tier
Distribution Account and the Upper-Tier Distribution Account may be sub-accounts
of the Distribution Account for reasons of administrative convenience, the
Interest Reserve Account, the Lower-Tier Distribution Account and the Upper-Tier
Distribution Account shall, for all purposes of this Agreement (including the
obligations and responsibilities of the Trustee hereunder), be considered to be
and shall be required to be treated as, separate and distinct accounts. The
Trustee shall indemnify and hold harmless the Trust Fund against any losses
arising out of the failure by the Trustee to perform its duties and obligations
hereunder as if such accounts were separate. The provisions of this paragraph
shall survive any resignation or removal of the Trustee and appointment of a
successor trustee.
(d) If any Excess Liquidation Proceeds are received on the Mortgage
Pool, the Trustee shall establish and maintain one or more accounts
(collectively, the "Excess Liquidation Proceeds Account") to be held in trust
for the benefit of the Certificateholders. Each account that constitutes the
Excess Liquidation Proceeds Account shall be an Eligible Account. On each Master
Servicer Remittance Date, the Master Servicer shall withdraw from the Pool
Custodial Account and remit to the Trustee for deposit in the Excess Liquidation
Proceeds Account all Excess Liquidation Proceeds received during the Collection
Period ending on the Determination Date immediately prior to such Master
Servicer Remittance Date.
(e) Funds in the Pool Custodial Account may be invested only in
Permitted Investments in accordance with the provisions of Section 3.06. Funds
in the Distribution Account (and all subaccounts thereof) and the Excess
Liquidation Proceeds Account shall remain uninvested. The Master Servicer shall
give notice to the Trustee, the Special Servicer and the Rating Agencies of the
location of the Pool Custodial Account as of the Closing Date and of the new
location of the Pool Custodial Account within two Business Days of any change
thereof. As of the Closing Date, the Distribution Account (and all subaccounts
thereof) and, when established, the Excess Liquidation Proceeds Account shall be
located at the Trustee's offices in Chicago, Illinois. The Trustee shall give
notice to the Master Servicer, the Special Servicer and the Rating Agencies of
any change in the location of the Distribution Account (and all subaccounts
thereof), the Interest Reserve Account or the Excess Liquidation Proceeds
Account prior to any change thereof.
(f) If any Loss of Value Payments are received in connection with a
Material Document Defect or Material Breach, as the case may be, pursuant to or
as contemplated by Section 2.03(a), the Special Servicer shall establish and
maintain one or more non-interest bearing accounts (collectively, the "Loss of
Value Reserve Fund") to be held in trust for the benefit of the
Certificateholders, for purposes of holding such Loss of Value Payments. Each
account that constitutes the Loss of Value Reserve Fund shall be an Eligible
Account or a sub-account of an Eligible Account. The Special Servicer shall,
upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value
Payments received by it.
Section 3.04A. Loan Group Custodial Account.
(a) The Master Servicer shall establish and maintain, with respect
to each Serviced Loan Group, one or more sub-accounts of a single account (with
respect to each Loan Group, the "Loan Group Custodial Account") in which the
amounts described in clauses (i) through (ix) below shall be deposited and held
in trust for the benefit of the related Loan Group Noteholders, as their
interests may appear; provided that a Loan Group Custodial Account may be a
sub-account of another Custodial Account. Each of the Loan Group Custodial
Accounts shall be a subaccount of an Eligible Account. The Master Servicer shall
deposit or cause to be deposited in the applicable Loan Group Custodial Account,
within one Business Day of receipt (in the case of payments or other collections
on such Loan Group) or as otherwise required hereunder, the following payments
and collections received or made by the Master Servicer or on its behalf with
respect to the related Loan Group subsequent to the Cut-off Date (other than in
respect of principal and interest on such Loan Group due and payable on or
before the Cut-off Date, which payments shall be held pursuant to the terms of
the related Co-Lender Agreement, and other than amounts required to be deposited
in the Defeasance Deposit Account):
(i) all payments on account of principal of the applicable Loan
Group, including Principal Prepayments, and regardless of whether those
payments are made by the related Mortgagor or any related guarantor, out
of any related Reserve Funds maintained for such purpose, out of
collections on any related Defeasance Collateral or from any other source;
(ii) all payments on account of interest on the applicable Loan
Group, including Default Interest, and regardless of whether those
payments are made by the related Mortgagor or any related guarantor, out
of any related Reserve Funds maintained for such purpose, out of
collections on any related Defeasance Collateral or from any other source;
(iii) all Prepayment Premiums, Yield Maintenance Charges and/or late
payment charges received in respect of the applicable Loan Group;
(iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
Proceeds received in respect of the applicable Loan Group (other than
Liquidation Proceeds derived from the sale of any Mortgage Loans to or
through the related Subordinate Companion Loan Noteholder or the
repurchase of a Mortgage Loan by a Mortgage Loan Seller, which shall be
deposited directly into the Pool Custodial Account) (including any amounts
paid by a Mortgagor or received as Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds that represent recoveries for an Advance
(or interest thereon) that was previously reimbursed to the party that
made such Advance as either a Nonrecoverable Advance or as a
Workout-Delayed Reimbursement Amount);
(v) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.06 in connection with losses incurred with respect
to Permitted Investments of funds held in the applicable Loan Group
Custodial Account;
(vi) any amounts required to be deposited by the Master Servicer or
the Special Servicer pursuant to Section 3.07(b) in connection with losses
with respect to the applicable Loan Group resulting from a deductible
clause in a blanket hazard policy;
(vii) any amounts required to be transferred from the related Loan
Group REO Account pursuant to Section 3.17(c);
(viii) insofar as they do not constitute Escrow Payments, any
amounts paid by the related Mortgagor with respect to the applicable Loan
Group specifically to cover items for which a Servicing Advance has been
made;
(ix) any P&I Advances required to be made by the Master Servicer
with respect to a Loan Group Trust Mortgage Loan in accordance with
Section 4.03A; and
(x) any Loss of Value Payments, as set forth in Section 3.05B.
The foregoing requirements for deposit in the applicable Loan Group
Custodial Account shall be exclusive. Notwithstanding the foregoing, actual
payments from the related Mortgagor in respect of all Loan Groups in the nature
of Escrow Payments, Reserve Funds, assumption fees, assumption application fees,
funds representing such Mortgagor's payment of costs and expenses associated
with assumptions and defeasance, modification fees, extension fees, charges for
beneficiary statements or demands, amounts collected for checks returned for
insufficient funds and any similar fees not expressly referred to in the prior
paragraph need not be deposited by the Master Servicer in the applicable Loan
Group Custodial Account. If the Master Servicer shall deposit into a Loan Group
Custodial Account any amount not required to be deposited therein, it may at any
time withdraw such amount from such Loan Group Custodial Account, any provision
herein to the contrary notwithstanding. The Master Servicer shall promptly
deliver to the Special Servicer, as additional special servicing compensation in
accordance with Section 3.11(c), all assumption fees and assumption application
fees (or the applicable portions thereof) and other transaction fees received by
the Master Servicer with respect to all Loan Groups, to which the Special
Servicer is entitled pursuant to such section, upon receipt of a written
statement of a Servicing Officer of the Special Servicer describing the item and
amount (unless pursuant to this Agreement it is otherwise clear that the Special
Servicer is entitled to such amounts, in which case a written statement is not
required). Each Loan Group Custodial Account shall be maintained as a segregated
account, separate and apart from trust funds created for mortgage-backed
securities of other series and the other accounts of the Master Servicer.
Upon receipt of any of the amounts described in clauses (i) through
(iv) and (viii) above with respect to a Loan Group, the Special Servicer shall
promptly, but in no event later than one Business Day after receipt, remit such
amounts to the Master Servicer for deposit into the related Loan Group Custodial
Account in accordance with the second preceding paragraph, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement or other
appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the
order of the Master Servicer, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to an REO Property
that relates to any Loan Group shall initially be deposited by the Special
Servicer into the related REO Account and thereafter remitted to the Master
Servicer for deposit into the related Loan Group Custodial Account, all in
accordance with Section 3.17(c).
(g) If and when the related Mortgagor elects to defease a Serviced
Loan Group, the provisions of the last paragraph of Section 3.04(a) relating to
the Defeasance Deposit Account shall apply.
(h) The Master Servicer shall give notice to the Trustee, the
related Companion Loan Noteholders and the Special Servicer of the location of
the related Loan Group Custodial Account when first established and of the new
location of such Custodial Account prior to any change thereof.
(i) With respect to the Companion Loan for the Tier 2 Loan Group, as
to which a separate primary servicer is collecting the Monthly Payment on the
Companion Loan, all Monthly Payments in respect of the related Companion Loan
will be made directly to such primary servicer until (i) either the Companion
Loan or the related Loan Group Trust Mortgage Loan is accelerated, (ii) the
occurrence and continuation of a monetary event of default under the Loan Group
or (iii) the occurrence and continuation of an event of default under the
related Loan Group caused by certain insolvency actions as set forth in the
related intercreditor agreement.
Section 3.05 Permitted Withdrawals From the Pool Custodial Account,
the Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account.
(a) The Master Servicer may, from time to time, make withdrawals
from the Pool Custodial Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Trustee for deposit in the Distribution Account
the amounts required to be so deposited pursuant to the first paragraph of
Section 3.04(b), and any amounts that may be applied to make P&I Advances
pursuant to Section 4.03(a);
(ii) to reimburse the Fiscal Agent, the Trustee and itself, in that
order, for xxxxxxxxxxxx X&X Advances made thereby with respect to the
Mortgage Pool (excluding any P&I Advances made with respect to any
Mortgage Loan that is part of a Serviced Loan Group and any related REO
Loans), the Fiscal Agent's, the Trustee's and Master Servicer's, as the
case may be, respective rights to reimbursement pursuant to this clause
(ii) with respect to any such P&I Advance being limited to amounts on
deposit in the Pool Custodial Account that represent Late Collections of
interest and principal (net of the related Master Servicing Fees and any
related Workout Fees or Liquidation Fees) received in respect of the
particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance
was made; provided, however, that if any P&I Advance that was made with
respect to the Mortgage Pool (including any Mortgage Loans that are part
of a Serviced Loan Group and any related REO Loans) becomes a
Workout-Delayed Reimbursement Amount, then such P&I Advance shall
thereafter be reimbursed from the portion of general collections and
recoveries on or in respect of all of the Mortgage Loans and REO
Properties on deposit in the Pool Custodial Account from time to time that
represent collections or recoveries of principal to the extent provided in
clause (vii) below until such Advance becomes a Nonrecoverable Advance;
(iii) to pay (A) to itself earned and unpaid Master Servicing Fees
with respect to the Mortgage Pool (exclusive of the Serviced Loan Group
Trust Mortgage Loans and any related REO Mortgage Loans), the Master
Servicer's right to payment pursuant to this clause (iii)(A) with respect
to any such Master Servicing Fees being limited to amounts on deposit in
the Pool Custodial Account that are allocable as a recovery of interest on
or in respect of the Mortgage Loan or REO Mortgage Loan as to which such
Master Servicing Fees were earned, and (B) to itself, out of general
collections on the Mortgage Pool on deposit in the Pool Custodial Account,
any Master Servicing Fee earned in respect of any Mortgage Loan or REO
Mortgage Loan (including any Loan Group Trust Mortgage Loans and/or any
related REO Mortgage Loans, to the extent not paid from the related Loan
Group Custodial Account pursuant to Section 3.05A) that remains unpaid
after the application of clause (A) above following a Final Recovery
Determination made with respect to such Mortgage Loan or the related REO
Property and the deposit into the Pool Custodial Account of all amounts
received in connection with such Final Recovery Determination;
(iv) to pay to the Special Servicer, out of general collections on
the Mortgage Pool on deposit in the Pool Custodial Account, earned and
unpaid Special Servicing Fees in respect of each Specially Serviced Loan
and REO Mortgage Loan (including the Loan Group Trust Mortgage Loans
and/or any related REO Mortgage Loans, to the extent not paid from the
related Loan Group Custodial Account pursuant to Section 3.05A);
(v) to pay the Special Servicer (or, if applicable, a predecessor
Special Servicer) any earned and unpaid Workout Fees and Liquidation Fees
in respect of each Specially Serviced Loan, Corrected Loan and/or REO
Mortgage Loan (including the Loan Group Trust Mortgage Loans and/or any
related REO Mortgage Loans, to the extent not paid from the related Loan
Group Custodial Account pursuant to Section 3.05A), as applicable, in the
amounts and from the sources specified in Section 3.11(b);
(vi) to reimburse the Fiscal Agent, the Trustee, itself and the
Special Servicer, in that order, for any unreimbursed Servicing Advances
made thereby with respect to any Mortgage Loan or REO Property (other than
the Loan Group Trust Mortgage Loans and/or any related REO Properties),
the Fiscal Agent's, the Trustee's, the Master Servicer's and the Special
Servicer's respective rights to reimbursement pursuant to this clause (vi)
with respect to any Servicing Advance being limited to amounts on deposit
in the Pool Custodial Account that represent payments made by the related
Mortgagor to cover the item for which such Servicing Advance was made, and
to amounts on deposit in the Pool Custodial Account that represent
Liquidation Proceeds (net of Liquidation Fees or Workout Fees payable
therefrom), Condemnation Proceeds, Insurance Proceeds and, if applicable,
REO Revenues received in respect of the particular Mortgage Loan or REO
Property as to which such Servicing Advance was made; provided, however,
that if such Servicing Advance becomes a Workout-Delayed Reimbursement
Amount, then such Servicing Advance shall thereafter be reimbursed from
the portion of general collections and recoveries on or in respect of all
of the Mortgage Loans and REO Properties on deposit in the Pool Custodial
Account from time to time that represent collections or recoveries of
principal to the extent provided in clause (vii) below until such Advance
becomes a Nonrecoverable Advance;
(vii) to reimburse the Fiscal Agent, the Trustee, itself and the
Special Servicer, in that order, out of general collections on the
Mortgage Pool on deposit in the Pool Custodial Account first from such
amounts that are allocated to the Sub-Pool to which the subject Loan
belongs and second from any other amounts on deposit in the Pool Custodial
Account for (1)(a) any unreimbursed Advances that have been or are
determined to be Nonrecoverable Advances and (b) with respect to the Grand
Canal Shoppes at the Venetian Loan Group and, during a 1370 Avenue of the
Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Loan
Group, to reimburse the 2004-GG2 Fiscal Agent or the 1370 Avenue of the
Americas Fiscal Agent, as applicable, the 2004-GG2 Trustee or the 1370
Avenue of the Americas Trustee, as applicable, and the 2004-GG2 Master
Servicer or 1370 Avenue of the Americas Master Servicer, as applicable, in
that order, for any unreimbursed servicing advances made by any such party
pursuant to the 2004-GG2 PSA or 1370 Avenue of the Americas PSA, as
applicable, in respect of such Loan Group that have been or are determined
to be nonrecoverable advances pursuant to the terms of the 2004-GG2 PSA or
1370 Avenue of the Americas PSA, as applicable (up to, with respect to
Servicing Advances, the corresponding Loan Group Trust Mortgage Loan's
proportionate share of such advance, or if such amount, together with
amounts available in the trust fund created under the 2004-GG2 PSA or the
1370 Avenue of the Americas PSA, as applicable, is insufficient to
reimburse the party that made such advance, then up to the full amount of
such advance), and (2) for any Workout-Delayed Reimbursement Amounts, such
reimbursement to be made out of the principal portion of the general
collections on the Mortgage Loans and REO Properties, net of such amounts
being reimbursed pursuant to clause (1) above, until such Workout-Delayed
Reimbursement Amount becomes a Nonrecoverable Advance, in which event it
shall be reimbursable pursuant to clause (1) above; provided that the
amounts referred to in clause (1) above may be withdrawn over time in
accordance with Section 3.05(e);
(viii) to pay the Fiscal Agent, the Trustee, itself and the Special
Servicer, in that order, any interest accrued and payable in accordance
with Section 3.12(b), 4.03(d) or 4.03A(d), as applicable, on any Advance
made thereby with respect to the Mortgage Pool (exclusive of the Serviced
Loan Group Trust Mortgage Loans and any related REO Mortgage Loans), the
Fiscal Agent's, the Trustee's, the Master Servicer's and the Special
Servicer's respective rights to payment pursuant to this clause (viii)
with respect to interest on any such Advance being limited to amounts on
deposit in the Pool Custodial Account that represent Default Charges
collected on or in respect of the related Mortgage Loan during the
Collection Period in which such Advance is reimbursed, as and to the
extent contemplated by Sections 3.27(a) and (b);
(ix) to pay, out of general collections on the Mortgage Pool on
deposit in the Pool Custodial Account, the Fiscal Agent, the Trustee,
itself and the Special Servicer, in that order, any interest accrued and
payable in accordance with Section 3.12(b), 4.03(d) or 4.03A(d), as
applicable, (i) on any Advance (including any Advance that constitutes a
Workout-Delayed Reimbursement Amount) made thereby with respect to the
Mortgage Pool or (ii) any servicing advance made by the 2004-GG2 Master
Servicer or the 1370 Avenue of the Americas Master Servicer, as
applicable, the 2004-GG2 Special Servicer or the 1370 Avenue of the
Americas Special Servicer, as applicable, the 2004-GG2 Trustee or the 1370
Avenue of the Americas Trustee, as applicable, or the 2004-GG2 Fiscal
Agent or the 1370 Avenue of the Americas Fiscal Agent, as applicable, with
respect to the Grand Canal Shoppes at the Venetian Loan Group and, during
a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue
of the Americas Loan Group, but only to the extent that such Advance has
been reimbursed and the interest thereon is not otherwise payable as
contemplated by the immediately preceding clause (viii) or Section 3.05A,
as applicable;
(x) to pay, out of amounts on deposit in the Pool Custodial Account
that represent Default Charges collected on or in respect of the related
Mortgage Loan and not otherwise applied as contemplated by clause (viii)
above, any unpaid expense (other than interest accrued on Advances, which
is payable pursuant to clause (viii) above, and other than Special
Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect
to any Mortgage Loan or REO Mortgage Loan that, if paid from a source
other than Default Charges, would constitute an Additional Trust Fund
Expense, as and to the extent contemplated by Sections 3.27(a) and (b);
(xi) to pay, out of general collections on the Mortgage Pool on
deposit in the Pool Custodial Account, (A) costs and expenses incurred by
the Trust Fund pursuant to Section 3.09(c) (other than the costs of
environmental testing, which are to be covered by, and reimbursable as, a
Servicing Advance), (B) the cost of an independent appraiser or other
expert in real estate matters retained pursuant to Sections 3.12(d),
3.19(g), or 4.03(c), and (C) the fees of any Independent Contractor
retained with respect to any related REO Property pursuant to Section
3.18(d) (to the extent that it has not paid itself such fees prior to
remitting collections on such REO Property to the Special Servicer);
provided that, in the case of a Loan Group Mortgaged Property, any payment
pursuant to this clause (xi) is to be made only to the extent that it
would not ultimately be payable out of collections on or in respect of the
related Loan Group;
(xii) to pay itself, as additional servicing compensation in
accordance with Section 3.11(a), (A) interest and investment income earned
in respect of amounts held in the Pool Custodial Account as provided in
Section 3.06(b), but only to the extent of the Net Investment Earnings
with respect to the Pool Custodial Account for any Collection Period, (B)
Prepayment Interest Excesses collected on the Mortgage Pool (exclusive of
the Serviced Loan Group Trust Mortgage Loans) and (C) Net Default Charges
(after application pursuant to Sections 3.27(a) and (b)) actually
collected that accrued in respect of Mortgage Loans (other than the
Serviced Loan Group Trust Mortgage Loans) that are not Specially Serviced
Loans, and to pay the Special Servicer, as additional special servicing
compensation in accordance with Section 3.11(c), Net Default Charges
(after application pursuant to Sections 3.27(a) and (b)) actually
collected that accrued in respect of Specially Serviced Loans and REO
Mortgage Loans (other than the Serviced Loan Group Trust Mortgage Loans
and/or any related REO Mortgage Loans);
(xiii) to pay itself, the Special Servicer, the Depositor, or any of
their respective members, managers, directors, officers, employees and
agents, as the case may be, out of general collections on the Mortgage
Pool on deposit in the Pool Custodial Account, any amounts payable to any
such Person pursuant to Section 6.03; provided that such payment does not
relate solely to the Companion Loans;
(xiv) to pay, out of general collections on the Mortgage Pool on
deposit in the Pool Custodial Account, for (A) the cost of the Opinion of
Counsel contemplated by Section 11.02(a), (B) the cost of an Opinion of
Counsel contemplated by Section 11.01(a) or 11.01(c) in connection with
any amendment to this Agreement requested by the Master Servicer or the
Special Servicer that protects or is in furtherance of the rights and
interests of Certificateholders, and (C) the cost of recording this
Agreement in accordance with Section 11.02(a);
(xv) to pay itself, the Special Servicer, any Controlling Class
Certificateholder or any other Person, as the case may be, with respect to
each Mortgage Loan, if any, previously purchased by such Person pursuant
to this Agreement, all amounts received thereon subsequent to the date of
purchase that have been deposited in the Pool Custodial Account;
(xvi) to pay, in accordance with Section 3.12(e), out of general
collections on the Mortgage Pool on deposit in the Pool Custodial Account,
any servicing expenses, that would, if advanced, constitute Nonrecoverable
Servicing Advances (including servicing expenses that relate to, and are
allocable to, any related REO Loan, but excluding servicing expenses that
relate solely to the Companion Loans or any related REO Loans), to the
extent no funds are available therefor in the related Loan Group Custodial
Account;
(xvii) on each Master Servicer Remittance Date, to transfer Excess
Liquidation Proceeds in respect of the Mortgage Pool to the Trustee, for
deposit in the Excess Liquidation Proceeds Account, in accordance with
Section 3.04(d);
(xviii) to pay any other amounts due the Lead Master Servicer or
Lead Special Servicer, as applicable under a Lead PSA to the extent
required under the related Co-Lender Agreement; and
(xix) to clear and terminate the Pool Custodial Account at the
termination of this Agreement pursuant to Section 9.01.
The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan basis when appropriate, in connection with any
withdrawal from the Pool Custodial Account pursuant to clauses (ii) through
(xviii) above.
The Master Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer), the Trustee or the
Fiscal Agent from the Pool Custodial Account, amounts permitted to be paid to
the Special Servicer (or to any such third party contractor), the Trustee or the
Fiscal Agent therefrom promptly upon receipt of a written statement of a
Servicing Officer of the Special Servicer or of a Responsible Officer of the
Trustee or the Fiscal Agent describing the item and amount to which the Special
Servicer (or such third party contractor), the Trustee or the Fiscal Agent, as
applicable, is entitled (unless such payment to the Special Servicer, the
Trustee (for example, the Trustee Fee) or the Fiscal Agent, as the case may be,
is clearly required pursuant to this Agreement, in which case a written
statement is not required). The Master Servicer may rely conclusively on any
such written statement and shall have no duty to re-calculate the amounts stated
therein. With respect to any reimbursement to be made hereunder to the 2004-GG2
Master Servicer or 1370 Avenue of the Americas Master Servicer, as applicable,
the 2004-GG2 Special Servicer or 1370 Avenue of the Americas Special Servicer,
as applicable, the 2004-GG2 Trustee or 1370 Avenue of the Americas Trustee, as
applicable, or the 2004-GG2 Fiscal Agent or 1370 Avenue of the Americas Fiscal
Agent, as applicable, in respect of any servicing advance made by such parties
subsequently determined to be nonrecoverable pursuant to the terms of the
2004-GG2 PSA or 1370 Avenue of the Americas PSA, as applicable, the Master
Servicer may conclusively rely on a written statement from such party delivered
to the Master Servicer that such advance made is nonrecoverable under the terms
of the 2004-GG2 PSA or 1370 Avenue of the Americas PSA, as applicable.
The Special Servicer shall keep and maintain separate accounting for
each Specially Serviced Loan and REO Property, on a loan-by-loan basis, for the
purpose of justifying any request for withdrawal from the Pool Custodial
Account. With respect to each Mortgage Loan for which it makes an Advance, each
of the Trustee and Fiscal Agent shall keep and maintain separate accounting, on
a loan-by-loan basis, for the purpose of justifying any request for withdrawal
from the Pool Custodial Account for reimbursements of Advances or interest
thereon.
(b) Promptly on each Distribution Date, the Trustee shall be deemed
to withdraw from the Lower-Tier Distribution Account and deposit in the
Upper-Tier Distribution Account an aggregate amount of immediately available
funds equal to the Lower-Tier Distribution Amount and the amount of any Net
Prepayment Consideration for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(i) and
4.01(j), respectively. The Trustee may, from time to time, make withdrawals from
the Distribution Account (which in the case of clauses (ii) through (vii) shall
be deemed to have been withdrawn from the Lower-Tier Distribution Account) for
any of the following purposes (in no particular order of priority):
(i) to make distributions to Certificateholders from the applicable
subaccount on each Distribution Date pursuant to Section 4.01 or 9.01, as
applicable;
(ii) to pay (A) the Trustee, the Fiscal Agent or any of their
respective directors, officers, employees and agents, as the case may be,
out of general collections on the Mortgage Loans on deposit in the
Distribution Account, any amounts payable or reimbursable to any such
Person pursuant to Section 7.01(b) and/or Section 8.05, as applicable, and
(B) as and when contemplated by Section 8.08, the cost of the Trustee's
transferring Mortgage Files and other documents to a successor after being
terminated by Certificateholders pursuant to Section 8.07(c) without
cause;
(iii) to pay, out of general collections on the Mortgage Loans on
deposit in the Distribution Account, for the cost of the Opinions of
Counsel sought by the Trustee or the Tax Administrator (A) as provided in
clause (iv) of the definition of "Disqualified Organization," (B) as
contemplated by Section 10.01(i), or (C) as contemplated by Section
11.01(a) or 11.01(c) in connection with any amendment to this Agreement
requested by the Trustee which amendment is in furtherance of the rights
and interests of Certificateholders;
(iv) to pay, out of general collections on the Mortgage Loans on
deposit in the Distribution Account, any and all federal, state and local
taxes imposed on the REMIC Pool or on the assets or transactions of the
REMIC Pool, together with all incidental costs and expenses, to the extent
none of the Trustee, the Tax Administrator, the Master Servicer or the
Special Servicer is liable therefor pursuant to Section 10.01(j);
(v) to pay the Tax Administrator, out of general collections on the
Mortgage Loans on deposit in the Distribution Account, any amounts
reimbursable to it pursuant to Section 10.01(f);
(vi) to pay the Master Servicer any amounts deposited by the Master
Servicer in the Distribution Account in error;
(vii) to transfer Interest Reserve Amounts in respect of the
Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage
Loans from the Distribution Account to the Interest Reserve Account as and
when required by Section 3.04(c); and
(viii) to clear and terminate the Distribution Account at the
termination of this Agreement pursuant to Section 9.01.
On or prior to a Distribution Date, the Trustee shall be entitled to
withdraw amounts that are payable or reimbursable as set forth in clauses (ii)
through (vii) above from the Distribution Account (which will be deemed to be
withdrawn from the Lower-Tier Distribution Account) prior to making
distributions to Certificateholders on such Distribution Date.
(c) On each Master Servicer Remittance Date in March (commencing in
March 2005), the Trustee shall withdraw from the Interest Reserve Account and
deposit in the Lower-Tier Distribution Account all Interest Reserve Amounts
(including the Initial Interest Reserve Account Deposit with respect to the
first Distribution Date) that have been deposited in the Interest Reserve
Account in respect of the Interest Reserve Mortgage Loans and any Interest
Reserve REO Mortgage Loans during February and/or January of the same year
(including the Initial Interest Reserve Account Deposit) in accordance with
Section 3.04(c).
(d) On each Master Servicer Remittance Date, the Trustee shall
withdraw from the Excess Liquidation Proceeds Account and deposit in the
Lower-Tier Distribution Account, for distribution on the following Distribution
Date, an amount equal to the lesser of (i) the entire amount, if any, then on
deposit in the Excess Liquidation Proceeds Account and (ii) the excess, if any,
of the aggregate amount distributable with respect to the Regular Interest
Certificates on such Distribution Date pursuant to Sections 4.01(a) and 4.01(b),
over the Available Distribution Amount for such Distribution Date (calculated
without regard to such transfer from the Excess Liquidation Proceeds Account to
the Distribution Account); provided that on the Master Servicer Remittance Date
immediately prior to the Final Distribution Date, the Trustee shall withdraw
from the Excess Liquidation Proceeds Account and deposit in the Lower-Tier
Distribution Account, for distribution on such Distribution Date, any and all
amounts then on deposit in the Excess Liquidation Proceeds Account.
(e) Notwithstanding anything to the contrary contained herein, upon
a determination that a previously made Advance is a Nonrecoverable Advance,
instead of obtaining reimbursement out of general collections on the Mortgage
Pool on deposit in the Pool Custodial Account immediately as contemplated by
Section 3.05(a)(vii), the Master Servicer, the Special Servicer, the Trustee or
the Fiscal Agent, as applicable, may, in its sole discretion, elect to obtain
reimbursement for such Nonrecoverable Advance over time and the unreimbursed
portion of such Advance will accrue interest at the Prime Rate. At any time
after such a determination to obtain reimbursement over time (not to exceed 6
months or such longer period as may be requested by the advancing party and
approved by the Controlling Class Directing Holder but in no event for a period
longer than 12 months), the Master Servicer, the Special Servicer, the Trustee
or the Fiscal Agent, as applicable, may, in its sole discretion, decide to
obtain reimbursement immediately. The fact that a decision to recover such
Nonrecoverable Advances over time, or not to do so, benefits some Classes of
Certificateholders to the detriment of other Classes shall not constitute a
violation of the Servicing Standard by the Master Servicer or the Special
Servicer or be deemed a breach of any fiduciary duty of the Trustee to
Certificateholders by the Trustee or the Fiscal Agent, or a breach of a
contractual obligation by the Master Servicer, the Special Servicer, the Trustee
or the Fiscal Agent. The Master Servicer's, the Special Servicer's, the
Trustee's or the Fiscal Agent's agreement to defer reimbursements of
Nonrecoverable Advances as set forth in this Section 3.05(e) is an accommodation
to the Certificateholders and is not to be construed as on obligation on the
part of the Master Servicer, Special Servicer, Trustee or Fiscal Agent or a
right of the Certificateholders.
To the extent a Nonrecoverable Advance with respect to a Mortgage
Loan is required to be reimbursed from general collections on the Mortgage Loans
pursuant to clauses (vi) or (vii) of Section 3.05(a), such reimbursement shall
be allocated first, to the principal portion of the general collections
available on the Mortgage Loans. To the extent a Workout-Delayed Reimbursement
Amount is reimbursed pursuant to clause (vii) of Section 3.05(a), such
reimbursement shall be limited to an amount equal to, and be allocable solely
to, principal collections available on the Mortgage Loans, net of amounts paid
pursuant to the previous sentence until it becomes a Nonrecoverable Advance.
The Master Servicer shall give each Rating Agency at least 15 days
notice prior to any reimbursement to it of Nonrecoverable Advances from amounts
in the Pool Custodial Account allocable to interest on the Trust Mortgage Loans
unless (1) the Master Servicer determines in its sole discretion that waiting 15
days after such a notice could jeopardize the Master Servicer's ability to
recover Nonrecoverable Advances, (2) changed circumstances or new or different
information becomes known to the Master Servicer that could affect or cause a
determination of whether any Advance is a Nonrecoverable Advance, whether to
defer reimbursement of a Nonrecoverable Advance or the determination in clause
(1) above, or (3) the Master Servicer has not timely received from the Trustee
information requested by the Master Servicer to consider in determining whether
to defer reimbursement of a Nonrecoverable Advance; provided that, if clause
(1), (2) or (3) apply, the Master Servicer shall give each Rating Agency notice
of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in
the Pool Custodial Account allocable to interest on the Trust Mortgage Loans as
soon as reasonably practicable in such circumstances. The Master Servicer shall
have no liability for any loss, liability or expense resulting from any notice
provided to each Rating Agency contemplated by the immediately preceding
sentence.
(f) In the event that servicing advances on the Grand Canal Shoppes
at the Venetian Loan Group and, during a 1370 Avenue of the Americas Non-Lead
Servicing Period, the 1370 Avenue of the Americas Loan Group have been made with
respect to the Grand Canal Shoppes at the Venetian Loan Group or 1370 Avenue of
the Americas Loan Group under the 2004-GG2 PSA or 1370 Avenue of the Americas
PSA, as applicable, by the 2004-GG2 Master Servicer or 1370 Avenue of the
Americas Master Servicer, as applicable, the 2004-GG2 Trustee or 1370 Avenue of
the Americas Trustee, as applicable, or the 2004-GG2 Fiscal Agent or 1370 Avenue
of the Americas Fiscal Agent, as applicable, and in accordance with the 2004-GG2
PSA and 1370 Avenue of the Americas PSA, respectively, a subsequent
determination has been made that such advance constitutes a nonrecoverable
advance, the party that made such advance shall be entitled to a reimbursement
of such advance with interest thereon as set forth in the 2004-GG2 PSA or 1370
Avenue of the Americas PSA, as applicable, from general collections on all
Mortgage Loans in the Pool Custodial Account (up to the related Loan Group Trust
Mortgage Loan's proportionate share of such servicing advance, or if such amount
together with amounts available from general collections in the custodial
account created under the 2004-GG2 PSA or 1370 Avenue of the Americas PSA, as
applicable, is insufficient to reimburse the party that made such servicing
advance, then up to the full amount of such servicing advance and interest
thereon).
Section 3.05A. Permitted Withdrawals From the Loan Group Custodial
Account.
The Master Servicer may, from time to time, make withdrawals from
the applicable Loan Group Custodial Account, for any of the following purposes
(the order set forth below not constituting an order of priority for such
withdrawals), such amounts being allocated among the Loans in the Loan Group as
provided in the related Co-Lender Agreement:
(i) to make remittances each month on or before the Master Servicer
Remittance Date therein, in an aggregate amount of immediately available
funds equal to the applicable Loan Group Remittance Amount, to the Trust
(as holder of the Loan Group Trust Mortgage Loans or any related REO
Mortgage Loans) and the related Companion Loan Noteholder, in accordance
with the applicable provisions of the related Co-Lender Agreement, as
applicable, such remittances to the Trust to be made into the Pool
Custodial Account;
(ii) to reimburse, first, the Fiscal Agent, second, the Trustee, and
last, itself, in that order, for xxxxxxxxxxxx X&X Advances made by such
party (with its own funds) with respect to the related Loan Group Trust
Mortgage Loan, any such party's rights to reimbursement pursuant to this
clause (ii) with respect to any such P&I Advance being limited to amounts
on deposit in the applicable Loan Group Custodial Account that represent
late collections of interest and principal (net of the related Master
Servicing Fees and any related Workout Fees or Liquidation Fees) received
in respect of the particular Loan Group Trust Mortgage Loan (as allocable
thereto pursuant to the related Loan documents and the related Co-Lender
Agreement);
(iii) to pay to itself earned and unpaid Master Servicing Fees with
respect to the related Loan Group (or any successor REO Loans), the Master
Servicer's respective rights to payment pursuant to this clause (iii) with
respect to any Loan (or any successor REO Loan) in such Loan Group being
limited to amounts on deposit in the related Loan Group Custodial Account
that were received on or in respect of such Loan (or successor REO Loan)
and are allocable as a recovery of interest thereon;
(iv) to reimburse, first, the Fiscal Agent, second, the Trustee, and
last, itself, in that order, for any xxxxxxxxxxxx X&X Advances made by
such party (with its own funds) with respect to the related Loan Group
Trust Mortgage Loan that such party has determined are Nonrecoverable
Advances, such party's rights to reimbursement pursuant to this clause
(iv) with respect to any such P&I Advance being limited to amounts on
deposit in the applicable Loan Group Custodial Account that were received
in respect of the particular Loan Group Trust Mortgage Loan (as allocable
thereto pursuant to the related Loan documents and the related Co-Lender
Agreement), in the Loan Group as to which such P&I Advance was made;
(v) to pay to the Special Servicer earned and unpaid Special
Servicing Fees in respect of the related Loan Group while any Loan in such
Loan Group constitutes a Specially Serviced Loan and after the Loan Group
Mortgaged Properties become REO Properties;
(vi) to pay the Special Servicer (or, if applicable, a predecessor
Special Servicer) earned and unpaid Workout Fees and Liquidation Fees in
respect of the related Loan Group, in the amounts and from the sources
specified in Section 3.11(b);
(vii) to reimburse first, the Fiscal Agent, second, the Trustee,
third, itself and last, the Special Servicer, in that order, for any
unreimbursed Servicing Advances made thereby with respect to the related
Loan Group or any related REO Properties, any such party's respective
rights to reimbursement pursuant to this clause (vii) with respect to any
Servicing Advance being limited to amounts on deposit in the applicable
Loan Group Custodial Account that represent payments made by the related
Mortgagor to cover the item for which such Servicing Advance was made, and
to amounts on deposit in the related Loan Group Custodial Account that
represent Liquidation Proceeds (net of Liquidation Fees payable
therefrom), Condemnation Proceeds, Insurance Proceeds and, if applicable,
REO Revenues received in respect of the related Loan Group or related Loan
Group REO Properties as to which such Servicing Advance was made;
(viii) to reimburse, first, the Fiscal Agent, second, the Trustee,
third, itself and last the Special Servicer, in that order, out of general
collections in the Loan Group Custodial Account, for any unreimbursed
Servicing Advances made thereby with respect to the related Loan Group or
any related REO Properties that such party has determined are
Nonrecoverable Advances, such amounts being allocated among the Loans in
the Loan Group as provided in the related Co-Lender Agreement; provided
that such amounts may be withdrawn over time in accordance with Section
3.05A(b);
(ix) to pay first, the Fiscal Agent, second, the Trustee, third,
itself and last, the Special Servicer, in that order, any interest accrued
on any Advance made thereby with respect to the Loans in the related Loan
Group or with respect to the related Loan Group Mortgaged Properties, any
such party's respective right to payment pursuant to this clause (ix) with
respect to interest on any Advance being permitted to be satisfied (A)
first, out of any amounts on deposit in the applicable Loan Group
Custodial Account that represent Default Charges collected during the same
Collection Period in which such Advance is reimbursed, as and to the
extent contemplated by Section 3.27(c), and (B) second, to the extent that
the Default Charges described in the immediately preceding clause (A) are
insufficient, but only if such Advance is being reimbursed at the same
time or if such Advance has been previously reimbursed, out of any amounts
on deposit in the applicable Loan Group Custodial Account that represent
any other collections on or in respect of the related Loan Group;
(x) to pay for (A) costs and expenses incurred with respect to the
Loan Group Mortgaged Properties pursuant to Section 3.09(c) (other than
the costs of environmental testing, which are to be covered by, and
reimbursable as, a Servicing Advance), (B) the costs and expenses of
obtaining appraisals of the Loan Group Mortgaged Properties pursuant to
Section 3.12(d) or 4.03A(c), as applicable, and (C) the fees of any
Independent Contractor retained with respect to any related Loan Group REO
Property pursuant to Section 3.18(d) (to the extent that it has not paid
itself such fees prior to remitting collections on such REO Property to
the Special Servicer);
(xi) to pay itself, as additional servicing compensation in
accordance with Section 3.11(a), (A) interest and investment income earned
in respect of amounts held in the applicable Loan Group Custodial Account
as provided in Section 3.06(b), but only to the extent of the Net
Investment Earnings with respect to the applicable Loan Group Custodial
Account for any Collection Period and (B) Net Default Charges (after
application pursuant to Section 3.27(c)) actually collected that accrued
in respect of the Companion Loans during a period that they were not
Specially Serviced Loans and the Loan Group Mortgaged Properties were not
REO Properties, and to pay the Special Servicer, as additional special
servicing compensation in accordance with Section 3.11(c), Net Default
Charges (after application pursuant to Section 3.27(c)) actually collected
that accrued in respect of the Companion Loans during a period that they
were Specially Serviced Loans or the Loan Group Mortgaged Properties were
REO Properties;
(xii) to pay itself, the Special Servicer or any of their respective
members, managers, directors, officers, employees and agents, as the case
may be, any amounts payable to any such Person pursuant to Section 6.03,
to the extent such amounts relate to the related Loan Group;
(xiii) to pay for the cost of recording the Co-Lender Agreement and
any required opinion of counsel related thereto and, to the extent
applicable pursuant to Section 11.02(a), the allocable portion of the cost
of the Opinion of Counsel contemplated by Section 11.02(a) or 11.01(c) in
connection with any amendment to this Agreement requested by the Master
Servicer or the Special Servicer that protects or is in furtherance of the
rights and interests of the Certificateholders;
(xiv) [Reserved];
(xv) to pay, in accordance with Section 3.12(e), out of collections
on the related Loan Group on deposit in the related Loan Group Custodial
Account, any servicing expenses with respect to the related Loans, that
would, if advanced, constitute Nonrecoverable Servicing Advances (provided
that servicing expenses that relate solely to a Serviced Companion Loan or
any related REO Loans will be paid solely from funds allocable thereto);
(xvi) to transfer to the Pool Custodial Account all amounts
representing Default Charges actually collected that accrued in respect of
the Loan Group Trust Mortgage Loans or any successor REO Mortgage Loans in
respect of the Loan Group Trust Mortgage Loans, to the extent such Default
Charges were not applied to offset interest on Advances pursuant to clause
(viii)(B) above (to be applied in accordance with Sections 3.27(a) and
(b)); and
(xvii) to clear and terminate the applicable Loan Group Custodial
Account at the termination of this Agreement pursuant to Section 9.01.
The Master Servicer shall keep and maintain separate accounting
records in connection with each Loan Group Custodial Account, including but not
limited to, any withdrawal from each Loan Group Custodial Account, pursuant to
clauses (ii) through (xvi) above.
The Master Servicer shall pay to each of the Special Servicer (or to
third party contractors at the direction of the Special Servicer), the Trustee
and the Fiscal Agent, as applicable, from the applicable Loan Group Custodial
Account, amounts permitted to be paid thereto from such account promptly upon
receipt of a written statement of a Servicing Officer of the Special Servicer or
a Responsible Officer of the Trustee or the Fiscal Agent, as the case may be,
describing the item and amount to which the Special Servicer (or such third
party contractor), the Trustee or the Fiscal Agent, as the case may be, is
entitled (unless such payment to the Special Servicer, the Trustee or the Fiscal
Agent, as the case may be, is clearly required pursuant to this Agreement, in
which case a written statement is not required). The Master Servicer may rely
conclusively on any such written statement and shall have no duty to
re-calculate the amounts stated therein. The parties seeking payment pursuant to
this Section shall each keep and maintain separate accounting for the purpose of
justifying any request for withdrawal from each Loan Group Custodial Account, on
a loan-by-loan basis.
In the event that the Master Servicer fails, on any Loan Group
Remittance Date, to remit to the Companion Loan Noteholders any amount(s)
required to be so remitted to such Companion Loan Noteholders hereunder by such
date, the Master Servicer shall pay such Companion Loan Noteholders, for the
account of such Companion Loan Noteholders, interest, calculated at the Prime
Rate, on such amount(s) not timely remitted, from and including that Master
Servicer Remittance Date, to but not including the date of remittance.
Section 3.05B. Loss of Value Reserve Fund.
If any Loss of Value Payments are deposited into the Loss of Value
Reserve Fund with respect to any Mortgage Loan or any related REO Property, then
the Special Servicer shall, promptly when needed, transfer such Loss of Value
Payments (up to the remaining portion thereof) from the Loss of Value Reserve
Fund to the Master Servicer for deposit into the Pool Custodial Account for the
following purposes:
(a) to reimburse the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, in accordance with Sections 3.05 and 3.05A, for any
Nonrecoverable Advance made by such party with respect to such Mortgage Loan or
any related REO Property (together with interest thereon);
(b) to pay, in accordance with Sections 3.05 and 3.05A, or to
reimburse the Trust for the prior payment of, any expense relating to such
Mortgage Loan or any related REO Property that constitutes or, if not paid out
of such Loss of Value Payments, would constitute an Additional Trust Fund
Expense;
(c) to offset any Realized Loss (as calculated without regard to the
application of such Loss of Value Payments) incurred with respect to such
Mortgage Loan or any successor REO Loan with respect thereto;
(d) following the occurrence of a liquidation event with respect to
such Mortgage Loan or any related REO Property, to cover the items contemplated
by the immediately preceding clauses (a)-(c) in respect of any other Mortgage
Loan or REO Loan; and
(e) On the final Distribution Date after all distributions have been
made as set forth in clause (a) through (d) above, to each Mortgage Loan Seller,
its pro rata share, based on the amount that it contributed, net of any amount
contributed by such Mortgage Loan Seller that was used pursuant to clauses
(a)-(d) and to offset any Realized Losses or Additional Trust Fund Expenses
incurred with respect to the Mortgage Loan related to such contribution.
Any Loss of Value Payments transferred to the Pool Custodial Account
pursuant to clauses (a)-(c) of the prior paragraph shall, except for purposes of
Sections 3.11(b) and (c), be deemed to constitute Liquidation Proceeds received
by the Trust in respect of the related Mortgage Loan or any successor REO Loan
with respect thereto for which such Loss of Value Payments were received; and
any Loss of Value Payments transferred to the Pool Custodial Account pursuant to
clause (d) of the prior paragraph shall, except for purposes of Sections 3.11(b)
and (c), be deemed to constitute Liquidation Proceeds received by the Trust in
respect of the Mortgage Loan or REO Loan for which such Loss of Value Payments
are being transferred to the Pool Custodial Account to cover an item
contemplated by clauses (a)-(d) of the prior paragraph.
Section 3.06 Investment of Funds in the Servicing Accounts, the
Reserve Accounts, the Defeasance Deposit Account, the Custodial Accounts and the
REO Accounts.
(a) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Defeasance
Deposit Account or a Custodial Account (each, for purposes of this Section 3.06,
an "Investment Account"), and the Special Servicer may direct in writing any
depository institution maintaining an REO Account (also, for purposes of this
Section 3.06, an "Investment Account"), to invest, or if it is such depository
institution, may itself invest, the funds held therein in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, no later than the Business Day immediately preceding the next
succeeding date on which such funds are required to be withdrawn from such
account pursuant to this Agreement; provided that in the case of any Servicing
Account, any Reserve Account or the Defeasance Deposit Account, such investment
direction shall be subject to the related Loan documents and applicable law.
Funds in the Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account will remain uninvested. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such) and, in the case of a Permitted Investment in any
Investment Account solely related to a Loan Group, the related Companion Loan
Noteholders. The Master Servicer (with respect to Permitted Investments of
amounts in the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit
Account and the Custodial Accounts) and the Special Servicer (with respect to
Permitted Investments of amounts in the REO Accounts), on behalf of the Trustee
and, in the case of any Investment Account solely related to a Loan Group, the
related Companion Loan Noteholders, shall (and the Trustee hereby designates the
Master Servicer and the Special Servicer, as applicable, as the Person that
shall) (i) be the "entitlement holder" of any Permitted Investment that is a
"security entitlement" and (ii) maintain "control" of any Permitted Investment
that is a "certificated security," "uncertificated security" or "deposit
account." For purposes of this Section 3.06(a), (i) the terms "entitlement
holder," "security entitlement," "control" (except with respect to deposit
accounts), "certificated security" and "uncertificated security" shall have the
meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and
the terms "control" (with respect to deposit accounts) and "deposit account"
shall have the meanings given such terms in Revised Article 9 (1998 Revision) of
the UCC, and (ii) "control" of any Permitted Investment in any Investment
Account by the Master Servicer or the Special Servicer shall constitute
"control" by a Person designated by, and acting on behalf of, the Trustee and,
in the case of any Investment Account solely related to a Loan Group, the
related Companion Loan Noteholders, for purposes of Revised Article 8 (1994
Revision) of the UCC or Revised Article 9 (1998 Revision) of the UCC, as
applicable. If amounts on deposit in an Investment Account are at any time
invested in a Permitted Investment payable on demand, the Master Servicer (in
the case of the Custodial Accounts, the Servicing Accounts, the Reserve Accounts
and the Defeasance Deposit Account) or the Special Servicer (in the case of the
REO Accounts) shall:
(x) consistent with any notice required to be given thereunder,
demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to at least
the lesser of (1) all amounts then payable thereunder and (2) the amount
required to be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon
determination by the Master Servicer or the Special Servicer, as the case
may be, that such Permitted Investment would not constitute a Permitted
Investment in respect of funds thereafter on deposit in the Investment
Account.
(b) Whether or not the Master Servicer directs the investment of
funds in any of the Servicing Accounts, the Reserve Accounts, the Defeasance
Deposit Account or the Custodial Accounts, interest and investment income
realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for each such Investment Account for each Collection Period
(and, in the case of Servicing Accounts, Reserve Accounts and the Defeasance
Deposit Account, to the extent not otherwise payable to Mortgagors under
applicable law or the related Loan documents), shall be for the sole and
exclusive benefit of the Master Servicer and shall be subject to its withdrawal
in accordance with Section 3.03(a), 3.03(d), 3.04(a), 3.05(a) or 3.05A, as
applicable. Whether or not the Special Servicer directs the investment of funds
in either of the REO Accounts, interest and investment income realized on funds
deposited therein, to the extent of the Net Investment Earnings, if any, for
such Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.17(b). If any loss shall be incurred in respect of
any Permitted Investment on deposit in any Investment Account, the Master
Servicer (in the case of (i) the Servicing Accounts, the Reserve Accounts and
the Defeasance Deposit Account (except to the extent that any investment of
funds with respect thereto is at the direction of a Mortgagor or for the benefit
of the Mortgagor in accordance with the related Loan documents or applicable
law) and (ii) the Custodial Accounts) and the Special Servicer (in the case of
the REO Accounts) shall promptly deposit therein from its own funds, without
right of reimbursement, no later than the end of the Collection Period during
which such loss was incurred, the amount of the Net Investment Loss, if any, for
such Investment Account for such Collection Period. Notwithstanding any of the
foregoing provisions of this Section 3.06, no party shall be required under this
Agreement to deposit any loss on a deposit of funds in an Investment Account if
such loss is incurred solely as a result of the insolvency of the federal or
state chartered depository institution or trust company with which such deposit
was maintained so long as such depository institution or trust company satisfied
the conditions set forth in the definition of "Eligible Account" at the time
such deposit was made and also as of a date no earlier than 30 days prior to the
insolvency.
(c) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may, and subject to Section 8.02, upon the request of
Certificateholders entitled to a majority of the Voting Rights allocated to a
Class, shall, take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings.
(d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including the calculation
of the Available Distribution Amount, the Master Servicer Remittance Amount and
the Loan Group Remittance Amount, the amounts so invested shall be deemed to
remain on deposit in such Investment Account.
Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage; Environmental Insurance.
(a) The Master Servicer (in the case of all Loans other than
Specially Serviced Loans) or Special Servicer (in the case of Specially Serviced
Loans) shall, consistent with the Servicing Standard, cause to be maintained for
each Mortgaged Property (other than the Mortgaged Property securing the
Non-Serviced Loan Groups, which are serviced under the applicable Lead PSA) that
is not an REO Property, all insurance coverage as is required under the related
Mortgage (except to the extent that the failure to maintain such insurance
coverage is an Acceptable Insurance Default); provided that, if and to the
extent that any such Mortgage permits the holder thereof any discretion (by way
of consent, approval or otherwise) as to the insurance coverage that the related
Mortgagor is required to maintain, the Master Servicer or Special Servicer, as
the case may be, shall exercise such discretion in a manner consistent with the
Servicing Standard; and provided, further, that, if and to the extent that a
Mortgage so permits, the Master Servicer or Special Servicer, as the case may
be, shall use reasonable efforts consistent with the Servicing Standard to
require the related Mortgagor to obtain the required insurance coverage from
Qualified Insurers that have a "claims paying ability" or "financial strength"
rating, as applicable, of at least "A" from S&P and "A2" by Xxxxx'x (or, in the
case of any such Rating Agency, such lower rating as will not result in an
Adverse Rating Event with respect to the Certificates or any Companion Loan
Securities, as evidenced in writing by such Rating Agency); and provided,
further, that the Master Servicer or Special Servicer, as applicable, shall
cause to be maintained for any such Mortgaged Property from Qualified Insurers
that have a "claims paying ability" or "financial strength rating," as
applicable, of at least "A" from S&P and "A2" from Xxxxx'x, any such insurance
that the related Mortgagor is required but fails to maintain, only to the extent
that the Trustee (as mortgagee of record on behalf of the Certificateholders
and, in the case of a Loan Group Mortgaged Property, the related Companion Loan
Noteholders) has an insurable interest, and such insurance is available at a
commercially reasonable rate and the subject hazards are at the time commonly
insured against by prudent owners of properties similar to the Mortgaged
Property located in or around the region in which such Mortgaged Property is
located.
Notwithstanding the foregoing, including whether or not such a
failure to maintain insurance would be an Acceptable Insurance Default, the
Master Servicer or Special Servicer, as applicable, will not be required to
maintain, and shall not cause a Mortgagor to be in default with respect to the
failure of the related Mortgagor to obtain, all-risk casualty insurance that
does not contain any carve-out for terrorist or similar acts, if, and only if,
(1) the Master Servicer (with respect to all Mortgage Loans other than Specially
Serviced Loans) and the Special Servicer (with respect to Specially Serviced
Loans) have determined in accordance with the Servicing Standard that either (a)
such insurance is not available at any rate, or (b) such insurance is not
available at commercially reasonable rates and that such hazards are not at the
time commonly insured against for properties similar to the Mortgaged Property
and located in or around the region in which such Mortgaged Property is located;
and (2) the Special Servicer has obtained the consent or deemed consent of the
Directing Holder or its representative in accordance with the provisions of
Section 6.11. The requirement of the Master Servicer (with respect to all
Mortgage Loans other than the Specially Serviced Loans) and the Special Servicer
(with respect to Specially Serviced Loans) to obtain the consent of the
Directing Holder shall be subject to the following limitations: (a) the
Directing Holder's consent shall be deemed to have been given if it has not
responded within ten Business Days of receipt of the Master Servicer's (with
respect to all Mortgage Loans other than the Specially Serviced Loans) and the
Special Servicer's (with respect to Specially Serviced Loans) written
recommendation and the information upon which such recommendation is based, and
(b) upon the Master Servicer's (with respect to all Mortgage Loans other than
the Specially Serviced Loans) and the Special Servicer's (with respect to
Specially Serviced Loans) determination, consistent with the Servicing Standard,
that exigent circumstances do not allow the Master Servicer or Special Servicer,
as applicable, to consult with the Directing Holder, the Master Servicer or the
Special Servicer, as applicable, will not be required to do so.
During the period in which the Directing Holder is evaluating such
terrorism insurance coverage hereunder, the Master Servicer and Special Servicer
shall not be liable for any loss related to its failure to require the Mortgagor
to maintain terrorism insurance and shall not be in default of its obligations
hereunder as a result of such failure, provided that the Master Servicer or
Special Servicer, as the case may be, has given prompt notice to the Directing
Holder of its determination that it will not be successful in its efforts to
cause the Mortgagor to obtain such insurance, along with its determination, and
any information in its possession, regarding the availability and cost of such
insurance. The Directing Holder shall be required to promptly notify the Master
Servicer and Special Servicer of each consent given under the preceding
paragraph and this paragraph.
Any Controlling Class Certificateholder or, in the case of a Loan
Group, the holder of the related Subordinate Companion Loan, may request that
earthquake insurance be secured for one or more Mortgaged Properties by the
related Mortgagor, to the extent such insurance may reasonably be obtained and,
provided the related Loan documents and applicable law give the mortgagee the
right to request such insurance coverage and such Loan documents require the
Mortgagor to obtain earthquake insurance at the request of the mortgagee.
Subject to Section 3.18(a), the Special Servicer, in accordance with
the Servicing Standard, shall also cause to be maintained for each REO Property
no less insurance coverage than was previously required of the Mortgagor under
the related Mortgage (including insurance that covers losses arising from acts
of terrorism); provided that such insurance is available at commercially
reasonable rates and the subject hazards are at the time commonly insured
against for properties similar to the REO Property located in or around the
region in which such REO Property is located (or, in the case of all-risk
insurance or other insurance that covers acts of terrorism, such insurance is
available at a commercially reasonable rate or the subject hazards are at the
time commonly insured against for properties similar to the REO Property located
in or around the region in which such REO Property is located); and provided,
further, that all such insurance shall be obtained from Qualified Insurers that,
if they are providing casualty insurance, shall have a "claims paying ability"
or "financial strength" rating, as applicable, of at least "A" from S&P and "A2"
from Xxxxx'x (or, in the case of either Rating Agency, such lower rating as will
not result in an Adverse Rating Event with respect to the Certificates or any
Companion Loan Securities, as evidenced in writing by such Rating Agency). All
such insurance policies shall contain (if they insure against loss to property
and do not relate to an REO Property) a "standard" mortgagee clause, with loss
payable to the Master Servicer (in the case of insurance maintained in respect
of Loans, including Specially Serviced Loans), or the Special Servicer (in the
case of insurance maintained in respect of REO Properties), on behalf of the
Trustee; and, in each case, such insurance shall be issued by a Qualified
Insurer. Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case subject to the rights of any
tenants and ground lessors, as the case may be, and in each case in accordance
with the terms of the related Mortgage and the Servicing Standard) shall be
deposited in the applicable Custodial Account in accordance with Section 3.04(a)
or 3.04A(a), as the case may be, in the case of amounts received in respect of a
Loan, or in the applicable REO Account in accordance with Section 3.17(b), in
the case of amounts received in respect of an REO Property. Any cost incurred by
the Master Servicer or the Special Servicer in maintaining any such insurance
(including any earthquake insurance maintained at the request of a Controlling
Class Certificateholder or the related Companion Loan Noteholders) shall not,
for purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Loan or REO Loan, notwithstanding that the terms of such
loan so permit, but shall be recoverable by the Master Servicer and the Special
Servicer as a Servicing Advance.
(b) If either the Master Servicer or the Special Servicer shall
obtain and maintain, or cause to be obtained and maintained, a blanket policy or
forced placed policy insuring against hazard losses on all of the Serviced Loans
and/or REO Properties that it is required to service and administer, then, to
the extent such policy (i) is obtained from a Qualified Insurer having (or whose
obligations are guaranteed or backed, in writing, by an entity having) a "claims
paying ability" or "financial strength" rating, as applicable, of at least "A"
from S&P and "A3" from Xxxxx'x (if then rated by Xxxxx'x, and if not then rated
by Xxxxx'x, then a rating of at least "A" by S&P) (or, in the case of each
Rating Agency, such lower rating as will not result in an Adverse Rating Event
with respect to the Certificates or any Companion Loan Securities, as evidenced
in writing by such Rating Agency), and (ii) provides protection equivalent to
the individual policies otherwise required, the Master Servicer or the Special
Servicer, as the case may be, shall conclusively be deemed to have satisfied its
obligation to cause hazard insurance to be maintained on the related Mortgaged
Properties and/or REO Properties. Such blanket policy or forced placed policy
may contain a deductible clause (not in excess of a customary amount), in which
case the Master Servicer or the Special Servicer, as appropriate, shall, if
there shall not have been maintained on the related Mortgaged Property or REO
Property an individual hazard insurance policy complying with the requirements
of Section 3.07(a), and there shall have been one or more losses that would have
been covered by such individual policy, promptly deposit into the applicable
Custodial Account from its own funds the amount not otherwise payable under the
blanket policy or forced placed policy because of the deductible clause therein,
to the extent that any such deductible exceeds the deductible limitation that
pertained to the related Loan (or in the absence of any such deductible
limitation, the deductible limitation for an individual policy which is
consistent with the Servicing Standard). The Master Servicer or the Special
Servicer, as appropriate, shall prepare and present, on behalf of itself, the
Trustee and the Certificateholders and, in the case of a Loan Group Mortgaged
Property, the related Companion Loan Noteholders, claims under any such blanket
policy or forced placed policy in a timely fashion in accordance with the terms
of such policy.
(c) Subject to the third paragraph of this Section 3.07(c), each of
the Master Servicer and the Special Servicer shall at all times during the term
of this Agreement (or, in the case of the Special Servicer, at all times during
the term of this Agreement in which Specially Serviced Loans and/or REO
Properties are part of the Trust Fund) keep in force with Qualified Insurers
having (or whose obligations are guaranteed or backed by entities having) a
"claims paying ability" or "financial strength" rating, as applicable, of at
least "A" from S&P and "A2" from Xxxxx'x (or, if not then rated by Xxxxx'x, then
at least "A:IX" by A.M. Best's Key Rating Guide) (or, in the case of either
Rating Agency, such lower rating as will not result in an Adverse Rating Event
with respect to the Certificates or Companion Loan Securities, as evidenced in
writing by such Rating Agency), a fidelity bond, which fidelity bond shall be in
such form and amount as would permit it to be a qualified Xxxxxx Xxx
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not cause an Adverse Rating Event with respect to the Certificates or
Companion Loan Securities (as evidenced in writing from each Rating Agency).
Each of the Master Servicer and the Special Servicer shall be deemed to have
complied with the foregoing provision if an Affiliate thereof has such fidelity
bond coverage and, by the terms of such fidelity bond, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as the case
may be.
Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Loans and/or REO Properties
are part of the Trust Fund) also keep in force with Qualified Insurers having
(or whose obligations are guaranteed or backed by entities having) a "claims
paying ability" or "financial strength" rating, as applicable, of at least "A"
from S&P and "A2" from Moody's (or, if not then rated by Moody's, then at least
"A:IX" by A.M. Best's Key Rating Guide) (or, in the case of either Rating
Agency, such lower rating as will not result in an Adverse Rating Event with
respect to the Certificates or Companion Loan Securities, as evidenced in
writing by such Rating Agency), a policy or policies of insurance covering loss
occasioned by the errors and omissions of its officers, employees and agents in
connection with its servicing obligations hereunder, which policy or policies
shall be in such form and amount as would permit it to be a qualified Xxxxxx Mae
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not cause an Adverse Rating Event with respect to the Certificates or
Companion Loan Securities (as evidenced in writing from each Rating Agency).
Each of the Master Servicer and the Special Servicer shall be deemed to have
complied with the foregoing provisions if an Affiliate thereof has such
insurance and, by the terms of such policy or policies, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as the case
may be.
Notwithstanding the foregoing, for so long as the long-term debt
obligations of the Master Servicer or Special Servicer or its corporate parent,
as the case may be, are rated at xxxxx "X0" from Moody's (if then rated by
Moody's, and if not then rated by Moody's, then an equivalent rating by at least
one additional nationally recognized statistical rating agency besides S&P) and
"A" from S&P (or, in the case of any such Rating Agency, such lower rating as
will not result in an Adverse Rating Event with respect to the Certificates or
any Companion Loan Securities, as evidenced in writing by such Rating Agency),
such Person may self-insure with respect to the risks described in this Section
3.07(c).
(d) In the event that either of the Master Servicer (in the case of
a Performing Serviced Loan) or the Special Servicer (in the case of a Specially
Serviced Loan) has actual knowledge of any event (an "Insured Environmental
Event") giving rise to a claim under any Environmental Insurance Policy in
respect of any Environmentally Insured Mortgage Loan for which the Mortgagor has
not filed a claim or in respect of an REO Property, the Master Servicer shall
notify the Special Servicer if such Loan is a Specially Serviced Loan, and the
Special Servicer shall notify the Master Servicer. Upon becoming aware of such
Insured Environmental Event, the Master Servicer, in the case of a Performing
Serviced Loan, and the Special Servicer, in the case of a Specially Serviced
Loan or an REO Property, in accordance with the terms of such Environmental
Insurance Policy and the Servicing Standard, shall timely make a claim
thereunder with the appropriate insurer and shall take such other actions
necessary under such Environmental Insurance Policy in order to realize the full
value thereof for the benefit of the Certificateholders. With respect to each
Environmental Insurance Policy in respect of an Environmentally Insured Mortgage
Loan, the Master Servicer (in the case of any such Loan that is a Performing
Serviced Loan) and the Special Servicer (in the case of any such Loan that is a
Specially Serviced Loan or in the case of an REO Property) shall each review and
familiarize itself with the terms and conditions relating to enforcement of
claims and shall, in the event the Master Servicer or the Special Servicer has
actual knowledge of an Insured Environmental Event giving rise to a claim under
such policy, monitor the dates by which any claim must be made or any action
must be taken under such policy to realize the full value thereof for the
benefit of the Certificateholders.
The Master Servicer (in the case of Performing Serviced Loans) and
the Special Servicer (in the case of Specially Serviced Loans and REO
Properties) shall each abide by the terms and conditions precedent to payment of
claims under the Environmental Insurance Policies with respect to the
Environmentally Insured Mortgage Loans and take all such actions as may be
required to comply with the terms and provisions of such policies in order to
maintain such policies in full force and effect and to make claims thereunder.
In the event that either the Master Servicer or the Special Servicer
receives notice of a termination of any Environmental Insurance Policy with
respect to an Environmentally Insured Mortgage Loan, then the party receiving
such notice shall, within five Business Days after receipt thereof, provide
written notice of such termination to the other such party and the Trustee. Upon
receipt of such notice, the Master Servicer, with respect to a Performing
Serviced Loan, or the Special Servicer, with respect to a Specially Serviced
Loan or an REO Property, shall address such termination in accordance with
Section 3.07(a). Any legal fees, premiums or other out-of-pocket costs incurred
in accordance with the Servicing Standard in connection with enforcing the
obligations of the Mortgagor under any Environmental Insurance Policy or a
resolution of such termination of an Environmental Insurance Policy shall be
paid by the Master Servicer and shall be reimbursable to it as a Servicing
Advance.
The Master Servicer (with respect to Performing Serviced Loans) and
the Special Servicer (with respect to Specially Serviced Loans) shall monitor
the actions, and enforce the obligations, of the related Mortgagor under each
Environmentally Insured Mortgage Loan insofar as such actions/obligations relate
to (i) to the extent consistent with Section 3.07(a), the maintenance
(including, without limitation, any required renewal) of an Environmental
Insurance Policy with respect to the related Mortgaged Property or (ii)
environmental testing or remediation at the related Mortgaged Property.
Section 3.08 Enforcement of Due-on-Sale and Due on Encumbrance
Provisions.
(a) If, with respect to any Performing Serviced Loan, the Master
Servicer receives a request from a Mortgagor regarding (1) the transfer of the
related Mortgaged Property to another Person, (2) the assumption of such Loan by
another Person or (3) the transfer of certain interests in such Mortgagor to
another Person, then the Master Servicer shall promptly obtain relevant
information for purposes of evaluating such request. If the Master Servicer
determines, consistent with the Servicing Standard, to approve such transfer
and/or assumption, then the Master Servicer shall promptly provide to the
Special Servicer a written copy of such recommendation or determination (which
shall include the reason therefor) and the materials upon which such
recommendation or determination is based. The Special Servicer shall have the
right hereunder, within 15 days of receipt of such recommendation or
determination and supporting materials and any other materials reasonably
requested by the Special Servicer to reasonably withhold or grant consent to any
such request for such transfer and/or assumption or determination in accordance
with the terms of the Loan and this Agreement, including, without limitation,
the Servicing Standard; provided that any grant of consent on the part of the
Special Servicer shall be subject to Section 3.08(d) and Section 6.11. If the
Special Servicer does not respond within such 15-day period, the Special
Servicer's consent shall be deemed granted. If the Special Servicer consents or
is deemed to have consented to such proposed transfer and/or assumption or
determination, then the Master Servicer (subject to Section 3.08(d)) shall
process the request of the related Mortgagor and is hereby authorized to enter
into an assumption or substitution agreement with the proposed
transferee/assignee, which shall be a Single Purpose Entity, and/or release the
original Mortgagor from liability under the related Loan.
If any Performing Serviced Loan provides that such Performing
Serviced Loan may be assumed or the related Mortgaged Property or an interest in
the Mortgagor may be transferred without the consent of the mortgagee upon the
satisfaction of certain conditions, then for so long as such Performing Serviced
Loan is being serviced under this Agreement, the Master Servicer, with consent
of the Special Servicer (subject to Section 3.08(d) and Section 6.11) shall
determine whether such conditions have been satisfied and shall promptly provide
the Special Servicer with a written copy of the Master Servicer's analysis and
determination with respect to whether such conditions have been satisfied,
together with all the materials upon which such determination is based and all
other supporting materials and such other materials as reasonably requested by
the Special Servicer, and the Special Servicer shall indicate its agreement or
disagreement with such determination, which agreement shall be deemed given 15
Business Days after receipt by the Special Servicer of the Master Servicer's
analysis and determination together with all information reasonably requested by
the Special Servicer if the Special Servicer does not respond within such 15
Business Day period.
The Master Servicer shall not process or permit such assumption or
transfer if:
(i) the Master Servicer determines that such conditions have been
satisfied but the Special Servicer disagrees; or
(ii) the Master Servicer determines that such conditions have not
been satisfied and the Special Servicer agrees; or
(iii) the Master Servicer determines that such conditions have not
been satisfied and the Special Servicer's agreement is deemed given.
The Master Servicer shall not process or permit any such assumption
or transfer for Specially Serviced Mortgage Loans.
The Master Servicer shall process or permit such assumption or
transfer if:
(i) the Master Servicer determines that such conditions have not
been satisfied but the Special Servicer disagrees; or
(ii) the Master Servicer determines that such conditions have been
satisfied and the Special Servicer agrees; or
(iii) the Master Servicer determines that such conditions have been
satisfied and the Special Servicer's agreement is deemed given.
Subject to Sections 3.21 and 6.11, the following additional terms
and conditions apply to any determination made pursuant to the prior paragraphs:
(i) the Master Servicer may not enter into any assumption or
substitution agreement to the extent that any terms thereof would result
in an Adverse REMIC Event;
(ii) the Master Servicer may not enter into any assumption or
substitution agreement to the extent that any terms thereof would create
any lien on a Mortgaged Property that is senior to, or on parity with, the
lien of the related Mortgage;
(iii) the Master Servicer shall notify the Trustee, the Special
Servicer, each Rating Agency and, in the case of a Serviced Loan Group,
the related Companion Loan Noteholder, of any assumption or substitution
agreement executed pursuant to this Section 3.08(a) and shall forward
thereto a copy of such agreement, together with copies of all relevant
documentation;
(iv) subject to the terms of the related Loan documents, no
assumption of a Cross-Collateralized Mortgage Loan may be made without the
assumption of all other Mortgage Loans making up the related
Cross-Collateralized Group and no assumption of any Loan in a Loan Group
may be made without the assumption of all Loans in such Loan Group; and
(v) subject to the terms of the related Loan documents and
applicable law, no assumption of a Loan shall be made or transfer of
interest in a Mortgagor approved, unless all costs in connection
therewith, including any arising from seeking Rating Agency confirmation,
are paid by the related Mortgagor.
If the Special Servicer does not consent to, or is not deemed to
have consented to, such transfer and/or assumption or determination, then the
Master Servicer, on behalf of the Trustee (as mortgagee of record on behalf of
the Certificateholders and, in the case of a Mortgaged Property relating to a
Loan Group, the related Companion Loan Noteholder) shall, to the extent
permitted by applicable law, enforce such transferability and assumption
restrictions.
(b) If, with respect to any Specially Serviced Loan, the Master
Servicer or the Special Servicer receives a request from a Mortgagor regarding
(1) the transfer of the related Mortgaged Property to another Person, (2) the
assumption of such Loan by another Person or (3) the transfer of certain
interests in such Mortgagor to another Person, the Master Servicer (if the
Master Servicer is the party that received the request from the Mortgagor) shall
promptly notify the Special Servicer of such request and the Master Servicer
shall deliver to the Special Servicer the Mortgage File (or a copy thereof) and
such other documents that the Master Servicer shall have received regarding the
proposed transfer and/or assumption. The Master Servicer shall only be required
to deliver the foregoing items to the extent in its possession and to the extent
such items have not already been delivered to the Special Servicer. If the
Special Servicer determines, consistent with the Servicing Standard, to approve
such transfer and/or assumption, or that for any Mortgage Loan or Serviced Loan
Group that, pursuant to its respective loan documents, may be transferred or
assumed without the consent of the lender, provided certain conditions are
satisfied, that such conditions are satisfied, the Special Servicer, subject to
Section 3.08(d) and Section 6.11, shall process the request of the related
Mortgagor and is hereby authorized to enter into an assumption or substitution
agreement with the proposed transferee/assignee, which shall be a Single Purpose
Entity, and/or release the original Mortgagor from liability under the related
Loan.
Subject to Section 3.21 and Section 6.11, the following additional
terms and conditions apply to any determination made pursuant to the prior
paragraph:
(i) the Special Servicer may not enter into any assumption or
substitution agreement to the extent that any terms thereof would result
in an Adverse REMIC Event;
(ii) the Special Servicer may not enter into any assumption or
substitution agreement to the extent that any terms thereof would create
any lien on a Mortgaged Property that is senior to, or on parity with, the
lien of the related Mortgage;
(iii) the Special Servicer shall notify the Trustee, the Master
Servicer, each Rating Agency and, with respect to a Loan Group, the
related Companion Loan Noteholders of any assumption or substitution
agreement executed pursuant to this Section 3.08(b) and shall forward
thereto a copy of such agreement;
(iv) subject to the terms of the related Loan documents, no
assumption of a Cross-Collateralized Mortgage Loan shall be made without
the assumption of all other Mortgage Loans making up the related
Cross-Collateralized Group and no assumption of any Loan in a Loan Group
may be made without the assumption of all Loans in such Loan Group; and
(v) subject to the terms of the related Loan documents and
applicable law, no assumption of a Loan shall be made unless all costs in
connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor.
(c) If, with respect to a Performing Serviced Loan, the Master
Servicer receives a request from the Mortgagor regarding a further encumbrance
of the related Mortgaged Property or interests in the related Mortgagor, then
the Master Servicer shall promptly obtain relevant information for purposes of
evaluating such request. If the Master Servicer determines, consistent with the
Servicing Standard, to approve such further encumbrance, then the Master
Servicer shall promptly provide to the Special Servicer a written copy of such
recommendation or determination (which shall include the reason therefor) and
the materials upon which such recommendation or determination is based. The
Special Servicer shall have the right hereunder, within 15 days of receipt of
such recommendation or determination and supporting materials and any other
materials reasonably requested by the Special Servicer, to reasonably withhold
or, subject to Section 3.08(d) and Section 6.11, grant consent to any such
request for such further encumbrance of the related Mortgaged Property. If the
Special Servicer does not respond within such 15-day period, the Special
Servicer's consent shall be deemed granted. If the Special Servicer consents or
is deemed to have consented to such further encumbrance of the related Mortgaged
Property, the Master Servicer shall process such request of the related
Mortgagor.
If any Performing Serviced Loan provides that the related Mortgaged
Property or interests in the related Mortgagor may be further encumbered without
the consent of the mortgagee upon the satisfaction of certain conditions, then
for so long as such Performing Serviced Loan is being serviced under this
agreement, the Master Servicer, with consent of the Special Servicer (subject to
Section 3.08(d) and Section 6.11) shall determine whether such conditions have
been satisfied and shall promptly provide the Special Servicer with a written
copy of the Master Servicer's analysis and determination with respect to whether
such conditions have been satisfied, together with all the materials upon which
such determination is based and all other supporting materials and such other
materials as reasonably requested by the Special Servicer, and the Special
Servicer shall indicate its agreement or disagreement with such determination,
which agreement shall be deemed given 15 Business Days after receipt by the
Special Servicer of the Master Servicer's analysis and determination together
with all information reasonably requested by the Special Servicer if the Special
Servicer does not respond within such 15 Business Day period.
The Master Servicer shall not process or permit such further
encumbrance if:
(i) the Master Servicer determines that such conditions have been
satisfied but the Special Servicer disagrees; or
(ii) the Master Servicer determines that such conditions have not
been satisfied and the Special Servicer agrees; or
(iii) the Master Servicer determines that such conditions have not
been satisfied and the Special Servicer's agreement is deemed given.
The Master Servicer shall not process or permit any such encumbrance
for Specially Serviced Mortgage Loans.
The Master Servicer shall process or permit such further encumbrance
if:
(i) the Master Servicer determines that such conditions have not
been satisfied but the Special Servicer disagrees; or
(ii) the Master Servicer determines that such conditions have been
satisfied and the Special Servicer agrees; or
(iii) the Master Servicer determines that such conditions have been
satisfied and the Special Servicer's agreement is deemed given.
If the Special Servicer does not consent to, and is not deemed to
have consented to, such further encumbrance or determination, then the Master
Servicer, on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, in the case of a Mortgaged Property that relates to a
Loan Group, the related Companion Loan Noteholder) shall, to the extent
permitted by applicable law, enforce the restrictions contained in the related
Loan documents on further encumbrances of the related Mortgaged Property or
interests in the related Mortgagor.
If, with respect to any Specially Serviced Loan, the Master Servicer
or the Special Servicer receives a request from a Mortgagor regarding a further
encumbrance of the related Mortgaged Property or interests in the related
Mortgagor, the Master Servicer (if the Master Servicer is the party that
received such notice from the Mortgagor) shall promptly notify the Special
Servicer of such request and the Master Servicer shall deliver to the Special
Servicer the Mortgage File (or a copy thereof) and such other documents that the
Master Servicer shall have received regarding the proposed encumbrance. The
Master Servicer shall only be required to deliver the foregoing items to the
extent in its possession and to the extent such items have not already been
delivered to the Special Servicer. If the Special Servicer determines,
consistent with the Servicing Standard, to approve such encumbrance or that for
any Mortgage Loan or Serviced Loan Group that, pursuant to its respective loan
documents, permits further encumbrances without the consent of the lender,
provided certain conditions are satisfied, that such conditions are satisfied,
the Special Servicer shall process the request of the related Mortgagor.
With respect to any Specially Serviced Loans, the Special Servicer
on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, in the case of a Loan Group Mortgaged Property, the
related Companion Loan Noteholders) shall, to the extent permitted by applicable
law, enforce the restrictions contained in the related Loan documents on further
encumbrances of the related Mortgaged Property or interests in the related
Mortgagor, and process all documentation in connection therewith, unless the
Special Servicer has determined, in its reasonable, good faith judgment, that
waiver of such restrictions would be in accordance with the Servicing Standard
(as evidenced by an Officer's Certificate setting forth the basis for such
determination delivered to the Trustee, the Master Servicer, each Rating Agency
and, with respect to a Loan Group, the related Companion Loan Noteholder);
provided that any such waiver of such restrictions shall be subject to Section
3.08(d) and Section 6.11.
(d) In addition to the terms and conditions set forth above in this
Section 3.08,
(i) neither the Master Servicer (with respect to Performing Serviced
Loans) nor the Special Servicer (with respect to Specially Serviced Loans)
may waive any restrictions contained in the related Mortgage on transfers
of the related Mortgaged Property or on transfers of interests in the
related Mortgagor unless:
(A) the Master Servicer or the Special Servicer, as the case
may be, has received prior written confirmation from each Rating
Agency that such action would not result in an Adverse Rating Event
with respect to the Certificates or any Companion Loan Securities;
or
(B) the related Mortgage Loan (1) represents less than 2% of
the principal balance of all of the Mortgage Loans (or, if the
aggregate principal balance of all the Mortgage Loans is less than
$100 million, represents less than 5% of the principal balance of
all Mortgage Loans), (2) has a principal balance that is equal to or
less than $20,000,000 and (3) is not one of the 10 largest Mortgage
Loans in the Mortgage Pool based on principal balance.
(ii) neither the Master Servicer (with respect to Performing
Serviced Loans) nor the Special Servicer (with respect to Specially
Serviced Loans) may waive any restrictions contained in the related
Mortgage on further encumbrances of the related Mortgaged Property or
interests in the related Mortgagor unless:
(A) the Master Servicer or the Special Servicer, as the case
may be, has received prior written confirmation from each Rating
Agency that such action would not result in an Adverse Rating Event
with respect to the Certificates or any Companion Loan Securities;
(B) the related Mortgage Loan (A) represents less than 2% the
principal balance of all of the Mortgage Loans, (B) has a principal
balance that is equal to or less than $20,000,000, (C) is not one of
the 10 largest mortgage loans in the Mortgage Pool based on
principal balance, (D) does not have an aggregate loan-to-value
ratio (including existing and proposed additional debt) that is
equal to or greater than 85%, and (E) does not have an aggregate
debt service coverage ratio (including the debt service on the
existing and proposed additional debt) that is equal to or less than
1.2x to 1.0x; or
(C) the encumbrance relates to the grant of an easement,
right-of-way or similar encumbrance that the Special Servicer
determines will not have a material adverse impact on the value, use
or operation of the Mortgaged Property or the ability of the
borrower to perform its obligations under the Loan.
In connection with any request for rating confirmation from a Rating
Agency pursuant to this Section 3.08(d), the Master Servicer or the Special
Servicer, as the case may be, shall deliver its written analysis and
recommendation (in accordance with the Servicing Standard) with respect to the
matters that are the subject thereof, and copies of all relevant supporting
documentation to such Rating Agency. Further, subject to the terms of the
related Loan documents and applicable law, no waiver of a restriction contained
in the related Mortgage on transfers of the related Mortgaged Property or
interests in the related Mortgagor or on further encumbrances thereof may be
waived by the Master Servicer or the Special Servicer, as applicable, unless all
costs in connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor. To the extent not collected
from the related Mortgagor, such costs shall be paid out of the Custodial
Account as an Additional Trust Fund Expense and the Master Servicer will provide
notice to, and demand payment for any rating agency charges incurred in
connection with the foregoing from, the related Mortgage Loan Seller pursuant to
Section 5(f) of the related Mortgage Loan Purchase Agreement.
(e) To the extent permitted by the applicable Loan documents and
applicable law, the Master Servicer or Special Servicer may charge the related
Mortgagor (and retain or share such fee in accordance with Section 3.11) a fee
in connection with any enforcement or waiver contemplated in this Section 3.08.
Section 3.09 Realization Upon Defaulted Loans; Required Appraisals;
Appraisal Reduction Calculation.
(a) The Special Servicer shall, subject to Sections 3.09(b),
3.09(c), 3.09(d) and 6.11, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Specially Serviced Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments, including pursuant to Section 3.21.
Subject to Section 3.12(d) and Section 3.20(d), the Special Servicer shall
advance all costs and expenses incurred by it in any such proceedings, and shall
be entitled to reimbursement therefor as provided in Section 3.05(a) or Section
3.05A, as applicable. The Special Servicer shall be responsible, consistent with
the Servicing Standard, for determining whether to exercise any rights it may
have under the cross-collateralization and/or cross-default provisions of a
Cross-Collateralized Mortgage Loan. Nothing contained in this Section 3.09 shall
be construed so as to require the Special Servicer, on behalf of the
Certificateholders and, in the case of a Loan Group Mortgaged Property, on
behalf of the related Companion Loan Noteholders, to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the Special Servicer in its
reasonable and good faith judgment taking into account the factors described in
Section 3.19 and the results of any appraisal obtained as provided below in this
Section 3.09, all such bids to be made in a manner consistent with the Servicing
Standard.
If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Specially Serviced Loan, whether for purposes of
bidding at foreclosure or otherwise, it may have an appraisal performed with
respect to such property by an Independent Appraiser or other expert in real
estate matters, which appraisal shall take into account the factors specified in
Section 3.19, and the cost of which appraisal shall be covered by, and be
reimbursable as, a Servicing Advance; provided that if the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal.
If any Serviced Loan becomes a Required Appraisal Loan, then the
Special Servicer shall (i) obtain or conduct, as applicable, a Required
Appraisal within 60 days of such Serviced Loan's becoming a Required Appraisal
Loan (unless a Required Appraisal was obtained or conducted, as applicable, with
respect to such Required Appraisal Loan within the prior 12 months and the
Special Servicer reasonably believes, in accordance with the Servicing Standard,
that no material change has subsequently occurred with respect to the related
Mortgaged Property that would draw into question the applicability of such
Required Appraisal) and (ii) obtain or conduct, as applicable, an update of the
most recent Required Appraisal approximately 12 months following the most recent
Required Appraisal or subsequent update thereof for so long as such Serviced
Loan or any successor REO Loan, as the case may be, remains a Required Appraisal
Loan. The Special Servicer shall deliver copies of all such Required Appraisals
and updated Required Appraisals to the Trustee, the Master Servicer, in the case
of a Loan Group Mortgaged Property, the related Companion Loan Noteholder, in
each such case, promptly following the Special Servicer's receipt of the subject
appraisal, and to the Controlling Class Directing Holder upon request, and based
thereon, the Special Servicer shall calculate and notify the Trustee, the Master
Servicer, the Controlling Class Directing Holder, with respect to a Loan Group,
the related Companion Loan Noteholders of any resulting Appraisal Reduction
Amount. Such calculations by the Special Servicer shall be subject to review and
confirmation by the Master Servicer, provided that the Master Servicer may rely
on any information provided by the Special Servicer.
The Master Servicer shall, at the direction of the Special Servicer,
advance the cost of each such Required Appraisal and updated Required Appraisal;
provided, however, that such expense will be subject to reimbursement to the
Master Servicer as a Servicing Advance out of the related Custodial Account
pursuant to Section 3.05(a) or Section 3.05A. At any time that an Appraisal
Reduction Amount exists with respect to any Required Appraisal Loan, the
applicable Directing Holder (without giving effect to any Control Appraisal
Event which may have been triggered by the most recent Appraisal Reduction
Amount) may, at its own expense, direct the Special Servicer to obtain and
deliver to the Master Servicer, the Directing Holder and the Trustee an
appraisal that satisfies the requirements of a "Required Appraisal," and upon
the written request of the applicable Directing Holder, if such new appraisal
materially differs from the previously obtained Required Appraisal, the Special
Servicer shall recalculate the Appraisal Reduction Amount in respect of such
Required Appraisal Loan based on the appraisal obtained by the Special Servicer
and shall notify the Trustee, the Master Servicer and the applicable Directing
Holder of such recalculated Appraisal Reduction Amount.
(b) Notwithstanding any other provision of this Agreement, no
Mortgaged Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of a Loan Group Mortgaged Property, the
related Companion Loan Noteholders) under such circumstances, in such manner or
pursuant to such terms as would, in the reasonable, good faith judgment of the
Special Servicer (exercised in accordance with the Servicing Standard), (i)
cause such Mortgaged Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code (unless the portion of such
Mortgaged Property that is not treated as "foreclosure property" and that is
held by the Lower-Tier REMIC at any given time constitutes not more than a de
minimis amount of the assets of the Lower-Tier REMIC within the meaning of
Treasury Regulations Section 1.860D-1(b)(3)(i) and (ii)), or (ii) except as
permitted by Section 3.18(a), subject the Trust Fund to the imposition of any
federal income taxes under the Code. Subject to the foregoing, however, a
Mortgaged Property may be acquired through a single member limited liability
company if the Special Servicer determines that such an action is appropriate to
protect the Trust and/or any related Companion Loan Noteholder from potential
liability.
In addition, the Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 unless either:
(i) such personal property is, in the reasonable, good faith
judgment of the Special Servicer (exercised in accordance with the
Servicing Standard), incident to real property (within the meaning of
Section 856(e)(1) of the Code) so acquired by the Special Servicer; or
(ii) the Special Servicer shall have obtained an Opinion of Counsel
(the cost of which shall be covered by, and be reimbursable as, a
Servicing Advance) to the effect that the holding of such personal
property as part of the Trust Fund will not cause the imposition of a tax
on the REMIC Pool under the REMIC Provisions or cause the REMIC Pool to
fail to qualify as a REMIC at any time that any Certificate is
outstanding.
(c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trustee (and, in the case of a Loan Group Mortgaged Property, on behalf of the
related Companion Loan Noteholders), obtain title to a Mortgaged Property by
foreclosure, deed in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders (and, in the case of a Loan Group
Mortgaged Property, the related Companion Loan Noteholders), could, in the
reasonable, good faith judgment of the Special Servicer, exercised in accordance
with the Servicing Standard, be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law (a
"potentially responsible party"), unless such action is consistent with Section
6.11 and the Special Servicer has previously determined (as evidenced by an
Officer's Certificate to such effect delivered to the Trustee (and, in the case
of a Loan Group Mortgaged Property, the related Companion Loan Noteholders) that
shall specify all of the bases for such determination), in accordance with the
Servicing Standard and based on an Environmental Assessment of such Mortgaged
Property performed by an Independent Person, who regularly conducts
Environmental Assessments, within six months prior to any such acquisition of
title or other action (a copy of which Environmental Assessment shall be
delivered to the Trustee, the Master Servicer and, in the case of a Loan Group
Mortgaged Property, the related Companion Loan Noteholders, that:
(i) the Mortgaged Property is in compliance with applicable
environmental laws and regulations or, if not, that it would (taking into
account the coverage provided under any related Environmental Insurance
Policy) maximize the recovery on the related Serviced Loan to the
Certificateholders (as a collective whole) (or, if a Loan Group is
involved, would maximize the recovery on such Loan Group to the
Certificateholders and the related Companion Loan Noteholders (as a
collective whole)), on a present value basis (the relevant discounting of
anticipated collections that will be distributable to Certificateholders
(or, in the case of a Loan Group, to Certificateholders and the related
Companion Loan Noteholders) to be performed at a rate taking into account
the related Mortgage Rate (or, in the case of any Loan Group, at the
weighted average of the Mortgage Rates for such Loan Group) and the risk
of collection, in each case), to acquire title to or possession of the
Mortgaged Property and to take such actions as are necessary to bring the
Mortgaged Property into compliance therewith in all material respects; and
(ii) there are no circumstances or conditions present at the
Mortgaged Property relating to the use, management or disposal of
Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any
applicable environmental laws and regulations or, if such circumstances or
conditions are present for which any such action could reasonably be
expected to be required, that it would (taking into account the coverage
provided under any related Environmental Insurance Policy) maximize the
recovery on the related Serviced Loan to the Certificateholders (as a
collective whole) (or, if a Loan Group is involved, would maximize the
recovery of such Loan Group to the Certificateholders and the related
Companion Loan Noteholders (as a collective whole)), on a present value
basis (the relevant discounting of anticipated collections that will be
distributable to Certificateholders (or, in the case of a Loan Group, to
Certificateholders and the related Companion Loan Noteholders) to be
performed at a rate taking into account the related Mortgage Rate (or, in
the case of any Loan Group, at the weighted average of the Mortgage Rates
for such Loan Group) in each case), and taking into account the risk of
collection to acquire title to or possession of the Mortgaged Property and
to take such actions with respect to the affected Mortgaged Property.
The Special Servicer shall, in good faith, undertake reasonable
efforts to make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment shall be
covered by, and reimbursable as, a Servicing Advance; and if any such
Environmental Assessment so warrants, the Special Servicer shall perform or
cause to be performed such additional environmental testing as it deems
necessary and prudent to determine whether the conditions described in clauses
(i) and (ii) of the preceding paragraph have been satisfied (the cost of any
such additional testing also to be covered by, and reimbursable as, a Servicing
Advance). The cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding paragraph, shall
be payable out of the related Custodial Account pursuant to Section 3.05 or
Section 3.05A, as applicable (or, in the case of a Loan Group, to the extent the
funds in the applicable Loan Group Custodial Account are insufficient, shall be
payable out of funds in the Pool Custodial Account).
(d) If the environmental testing contemplated by Section 3.09(c)
above establishes that any of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a defaulted Serviced Loan, the Special Servicer
shall take such action as is in accordance with the Servicing Standard (other
than proceeding against the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust (and, if a
Companion Loan is affected, the related Companion Loan Noteholders), subject to
Section 6.11, release all or a portion of such Mortgaged Property from the lien
of the related Mortgage.
(e) The Special Servicer shall report to the Master Servicer, the
Underwriters, the Trustee, and if a Loan Group is affected, the related
Companion Loan Noteholders monthly in writing as to any actions taken by the
Special Servicer with respect to any Mortgaged Property that represents security
for a defaulted Serviced Loan as to which the environmental testing contemplated
in Section 3.09(c) above has revealed that any of the conditions set forth in
clauses (i) and (ii) of the first sentence thereof has not been satisfied, in
each case until the earlier to occur of satisfaction of all such conditions and
release of the lien of the related Mortgage on such Mortgaged Property.
(f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the affected Serviced Loan permit such an action, and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable (the cost of which undertaking shall be covered by, and be
reimbursable as, a Servicing Advance).
(g) The Special Servicer shall prepare and file information returns
with respect to the receipt of mortgage interest received with respect to any
Serviced Loan required by Section 6050H of the Code and, as to any Serviced
Loan, the reports of foreclosures and abandonments of any Mortgaged Property and
the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050J and 6050P of the
Code. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
(h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Serviced Loan or REO Property, it shall
promptly notify the Trustee, the Master Servicer and, if a Loan Group is
affected, the related Companion Loan Noteholders. The Special Servicer shall
maintain accurate records, prepared by a Servicing Officer, of each such Final
Recovery Determination (if any) and the basis thereof. Each such Final Recovery
Determination (if any) shall be evidenced by an Officer's Certificate delivered
to the Trustee, the Master Servicer and, if a Loan Group is affected, the
related Companion Loan Noteholders, no later than the seventh Business Day
following such Final Recovery Determination.
Section 3.10 Trustee and Custodian to Cooperate; Release of Mortgage
Files.
(a) Upon the payment in full of any Serviced Loan, or the receipt by
the Master Servicer or the Special Servicer of a notification that payment in
full shall be escrowed in a manner customary for such purposes, the Master
Servicer or the Special Servicer shall promptly notify the Trustee (and, in the
case of a Companion Loan, the related Companion Loan Noteholders) by a
certification (which certification shall be in the form of a Request for Release
in the form of Exhibit D-1 attached hereto and shall be accompanied by the form
of a release or discharge and shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the appropriate Custodial Account pursuant to
Section 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited)
of a Servicing Officer (a copy of which certification shall be delivered to the
Special Servicer) and shall request delivery to it of the related Mortgage File
and, in the case of a Companion Loan, the original of the Mortgage Note for such
Companion Loan. Upon receipt of such certification and request, the Trustee
shall release, or cause any related Custodian to release, the related Mortgage
File (and, in the case of a Companion Loan, the Master Servicer shall cause the
related Companion Loan Noteholders to release the Mortgage Note for such
Companion Loan) to the Master Servicer or Special Servicer and shall deliver to
the Master Servicer or Special Servicer, as applicable, such release or
discharge, duly executed. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Distribution
Account or any Custodial Account.
(b) If from time to time, and as appropriate for servicing or
foreclosure of any Serviced Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof) (or the
original of the Mortgage Note for the Companion Loans), the Trustee, upon
request of the Master Servicer and receipt from the Master Servicer of a Request
for Release in the form of Exhibit D-1 attached hereto signed by a Servicing
Officer thereof, or upon request of the Special Servicer and receipt from the
Special Servicer of a Request for Release in the form of Exhibit D-2 attached
hereto, shall release, or cause any related Custodian to release, such Mortgage
File (or such portion thereof) (and, in the case of the Companion Loans, the
Master Servicer shall cause the related Companion Loan Noteholders to release
the original of the Mortgage Note for such Companion Loan) to the Master
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File (or such portion thereof) (or such original Mortgage Note for the
related Companion Loans) to the Trustee or related Custodian (or to the related
Companion Loan Noteholders), or the delivery to the Trustee (or to the related
Companion Loan Noteholders) of a certificate of a Servicing Officer of the
Special Servicer stating that such Serviced Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the related Custodial Account pursuant to Section
3.04(a) or 3.04A(a), as applicable, have been or will be so deposited, or that
the related Mortgaged Property has become an REO Property, the Request for
Release shall be released by the Trustee or related Custodian to the Master
Servicer or the Special Servicer, as applicable.
(c) Within seven Business Days (or within such shorter period (but
no less than three Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee (and, in the case of a
Loan Group Mortgaged Property, the related Companion Loan Noteholders) of an
exigency) of the Special Servicer's request therefor, the Trustee shall execute
and deliver to the Special Servicer (or the Special Servicer may execute and
deliver in the name of the Trustee (on behalf of the Certificateholders and, in
the case of a Loan Group Mortgaged Property, also on behalf of the related
Companion Loan Noteholders) based on a limited power of attorney issued in favor
of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to
the Trustee, any court pleadings, requests for trustee's sale or other documents
stated by the Special Servicer to be reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity or to defend any legal action or counterclaim filed against the Trust
Fund, the Master Servicer, the Special Servicer or the Companion Loan
Noteholders. Together with such documents or pleadings, the Special Servicer
shall deliver to the Trustee (and, in the case of a Loan Group Mortgaged
Property, the related Companion Loan Noteholders) a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee (on behalf of the
Certificateholders and, in the case of a Loan Group Mortgaged Property, also on
behalf of the related Companion Loan Noteholders) will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale. Notwithstanding
anything contained herein to the contrary, neither the Master Servicer nor the
Special Servicer shall, without the Trustee's written consent: (i) initiate any
action, suit or proceeding solely under the Trustee's name without indicating
the Master Servicer's or Special Servicer's, as applicable, representative
capacity, or (ii) take any action with the intent to cause, and that actually
causes, the Trustee to be registered to do business in any state.
Section 3.11 Servicing Compensation; Payment of Expenses.
(a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Loan (other than the Non-Serviced Companion Loans but including the
Non-Serviced Trust Loans), including each Specially Serviced Loan, and each REO
Loan. As to each Loan (other than the Non-Serviced Companion Loans but including
the Non-Serviced Trust Loans) and REO Loan, the Master Servicing Fee shall: (i)
accrue from time to time at the related Master Servicing Fee Rate on the same
principal amount as interest accrues from time to time on such Loan or is deemed
to accrue from time to time on such REO Loan; and (ii) be calculated on a 30/360
Basis (or, in the case of the Companion Loans and any related REO Loans, on an
Actual/360 Basis) (or, in the event that a Principal Prepayment in full or other
Liquidation Event shall occur with respect to any such Loan or REO Loan on a
date that is not a Due Date, on the basis of the actual number of days to elapse
from and including the most recently preceding related Due Date to but excluding
the date of such Principal Prepayment or Liquidation Event in a month consisting
of 30 days). The Master Servicing Fee with respect to any such Loan or REO Loan
shall cease to accrue if a Liquidation Event occurs in respect thereof. Earned
but unpaid Master Servicing Fees shall be payable monthly, on a loan-by-loan
basis, from payments of interest on each such Loan and REO Revenues allocable as
interest on each such REO Loan. The Master Servicer shall be entitled to recover
unpaid Master Servicing Fees in respect of any such Loan or REO Loan out of that
portion of related Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds allocable as recoveries of interest, to the extent permitted by Section
3.05(a) or Section 3.05A(a), as applicable. The right to receive the Master
Servicing Fee may not be transferred in whole or in part except in connection
with the transfer of all of the Master Servicer's responsibilities and
obligations under this Agreement.
Additional servicing compensation in the form of (i) Net Default
Charges, charges for beneficiary statements or demands, amounts collected for
checks returned for insufficient funds, and any similar fees (excluding
Prepayment Premiums and Yield Maintenance Charges), in each case to the extent
actually paid by a Mortgagor with respect to any Serviced Loan and accrued
during the time that such Serviced Loan was not a Specially Serviced Loan, (ii)
100% of each modification fee or extension fee actually paid by a Mortgagor with
respect to a modification, consent, extension, waiver or amendment agreed to by
the Master Servicer pursuant to Section 3.21(c) (except that the Master Servicer
shall be entitled to only 50% of each modification fee or extension fee actually
paid by the Mortgagor with respect to a modification, consent, waiver or
amendment agreed to by the Master Servicer pursuant to this Agreement if the
approval or consent of the Special Servicer (or the Directing Holder with
respect to an extension of maturity granted pursuant to Section 3.21(c)) was
required in connection therewith) and 100% of any fee actually paid by a
Mortgagor in connection with a defeasance of a Serviced Loan as contemplated
under Section 3.21(k), and (iii) 50% of any and all assumption fees and 100% of
any and all assumption application fees up to $5,000 in connection with each
assumption, transfer or substitution and 50% of the excess, if any, of the
assumption application fees received with respect to each assumption, transfer
or substitution over $5,000, in each case, actually paid by a Mortgagor in
accordance with the related Loan documents, with respect to any transfer of a
Mortgaged Property or any assumption or substitution agreement entered into by
the Master Servicer on behalf of the Trust (or, in the case of a Loan Group, on
behalf of the Trust and the related Companion Loan Noteholders) pursuant to
Section 3.08(a) or paid by a Mortgagor with respect to any transfer of an
interest in a Mortgagor pursuant to Section 3.08(a), shall be retained by the
Master Servicer or promptly paid to the Master Servicer by the Special Servicer
and such additional servicing compensation is not required to be deposited in
any Custodial Account. The Master Servicer shall also be entitled to additional
servicing compensation in the form of (i) Prepayment Interest Excesses (except
in the case of the Companion Loans); (ii) interest or other income earned on
deposits in the Custodial Accounts in accordance with Section 3.06(b) (but only
to the extent of the Net Investment Earnings, if any, with respect to each such
account for each Collection Period); and (iii) to the extent not required to be
paid to any Mortgagor under applicable law, any interest or other income earned
on deposits in the Servicing Accounts, the Reserve Accounts and the Defeasance
Deposit Account maintained thereby (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each Collection Period).
(b) Except as provided in the last sentence of this paragraph, as
compensation for its activities hereunder, the Special Servicer shall be
entitled to receive the Special Servicing Fee with respect to each Specially
Serviced Loan and each REO Loan that was previously a Serviced Loan. With
respect to each such Specially Serviced Loan and REO Loan, for any calendar
month (or portion thereof), the Special Servicing Fee shall: (i) accrue from
time to time at the Special Servicing Fee Rate on the same principal amount as
interest accrues from time to time on such Loan or is deemed to accrue from time
to time on such REO Loan; and (ii) be calculated on a 30/360 Basis (or, in the
case of the Companion Loans, and in each case any related REO Loans, on an
Actual/360 Basis) (or, in the event that a Principal Prepayment in full or other
Liquidation Event shall occur with respect to any such Specially Serviced Loan
or REO Loan on a date that is not a Due Date, on the basis of the actual number
of days to elapse from and including the most recently preceding related Due
Date to but excluding the date of such Principal Prepayment or Liquidation
Event, in a month consisting of 30 days and, in the case of any other partial
period that does not run from one Due Date through and including the day
immediately preceding the next Due Date, on the basis of the actual number of
days in such period in a month consisting of 30 days). The Special Servicing Fee
with respect to any such Specially Serviced Loan or REO Loan shall cease to
accrue as of the date a Liquidation Event occurs in respect thereof or it
becomes a Corrected Loan. Earned but unpaid Special Servicing Fees shall be
payable monthly out of general collections on the Mortgage Loans and any REO
Properties (or, in the case of Special Servicing Fees in respect of a Serviced
Loan Group, first out of collections relating to such Loan Group or any related
REO Property and, if insufficient therefor, out of general collections on the
Mortgage Loans and REO Properties) on deposit in the appropriate Custodial
Account pursuant to Section 3.05(a) or Section 3.05A(a), as applicable.
As further compensation for its services hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Loan. As to each such Corrected Loan, the Workout Fee shall be payable
from, and shall be calculated by application of the Workout Fee Rate to, all
collections of principal, interest (other than Default Interest), Prepayment
Premiums and/or Yield Maintenance Charges received on such Loan for so long as
it remains a Corrected Loan; provided that no Workout Fee shall be payable from,
or based upon the receipt of, Liquidation Proceeds collected in connection with
the purchase of any such Specially Serviced Loan or REO Property by a Purchase
Option Holder pursuant to Section 3.19, by the Depositor, each Mortgage Loan
Seller, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, a Companion Loan Noteholder or its
designee pursuant to the Co-Lender Agreement, and within the time period
provided in such Co-Lender Agreement, by the Mortgage Loan Seller pursuant to
Section 2.03(a) within the time period provided for therein, or by the holder of
a related mezzanine loan pursuant to a purchase right in connection with a Loan
default as set forth in the related intercreditor agreement, or out of any
Condemnation Proceeds, or the repurchase of a Companion Loan by the related
mortgage loan seller pursuant to the mortgage loan purchase agreement entered
into in connection with the issuance of any Companion Loan Securities within the
time period provided for therein. The Workout Fee with respect to any Corrected
Loan will cease to be payable if such Corrected Loan again becomes a Specially
Serviced Loan or if the related Mortgaged Property becomes an REO Property;
provided that a new Workout Fee will become payable if and when the particular
Serviced Loan again becomes a Corrected Loan. If the Special Servicer is
terminated, removed or resigns, it shall retain the right to receive any and all
Workout Fees payable in respect of (i) Serviced Loans that became Corrected
Loans during the period that it acted as Special Servicer and were still such at
the time of such termination, removal or resignation and (ii) any Specially
Serviced Loan for which the Special Servicer has resolved the circumstances
and/or conditions causing any such Mortgage Loan or Serviced Companion Loan to
be a Specially Serviced Loan except that the requirement for three consecutive
full and timely Monthly Payments with respect to such Mortgage Loan or Serviced
Companion Loan has not yet been satisfied as of the date of such termination or
resignation but is subsequently satisfied and such Mortgage Loan or Serviced
Companion Loan otherwise meets the requirements of a Corrected Loan, with the
Workout Fee with respect to such Mortgage Loan or Serviced Companion Loan
payable only after such requirements have been met (including the requirement
that three payments be made) (and any successor Special Servicer shall not be
entitled to any portion of such Workout Fees), in each case until the Workout
Fee for any such Serviced Loan ceases to be payable in accordance with the
preceding sentence.
As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive the Liquidation Fee with respect to
(i) each Specially Serviced Loan as to which it receives a full, partial or
discounted payoff, (ii) each Specially Serviced Loan that was repurchased by a
Mortgage Loan Seller, and (iii) each Specially Serviced Loan and REO Property as
to which it receives Liquidation Proceeds, in each case, subject to the provisos
to the next sentence. As to each such Specially Serviced Loan or REO Property,
the Liquidation Fee shall be payable from, and shall be calculated by
application of the Liquidation Fee Rate to, such full, partial or discounted
payoff and/or Liquidation Proceeds (exclusive of any portion of such payoff or
proceeds that represents Default Interest); provided that no Liquidation Fee
shall be payable (i) with respect to any such Specially Serviced Loan that
becomes a Corrected Loan (unless it is subsequently liquidated in connection
with a subsequent event that causes it to become a Specially Serviced Loan and a
Liquidation Fee would be payable in connection with such liquidation), (ii)
from, or based upon the receipt of, Liquidation Proceeds collected in connection
with the purchase of any such Specially Serviced Loan or REO Property by a
Purchase Option Holder pursuant to Section 3.19, by the Depositor, a Mortgage
Loan Seller, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, by a Companion Loan Noteholder or its
designee pursuant to the related Co-Lender Agreement and within the period
specified in such Co-Lender Agreement, by a Mortgage Loan Seller pursuant to
Section 2.03(a) in connection with a Material Document Defect or a Material
Breach (within the applicable cure period contained in Section 2.03 with respect
to the Material Document Defect or Material Breach, as applicable, that gave
rise to the particular repurchase obligation), by the holder of a related
mezzanine loan pursuant to a purchase right in connection with a Loan default as
set forth in the related intercreditor agreement within 60 days after the
purchase right is first exercisable, or (iii) in connection with a Loss of Value
Payment by a Mortgage Loan Seller.
If the Special Servicer is terminated or resigns in accordance with
Section 6.09 or Section 6.04, respectively, it shall retain the right to receive
any and all Workout Fees payable in respect of (i) any Mortgage Loan or Serviced
Companion Loan that became a Corrected Loan during the period that it acted as
Special Servicer and was still a Corrected Loan at the time of such termination
or resignation and (ii) any Specially Serviced Loan for which the Special
Servicer has resolved the circumstances and/or conditions causing any such
Mortgage Loan or Serviced Companion Loan to be a Specially Serviced Loan except
that the requirement of three consecutive full and timely Monthly Payments with
respect to such Mortgage Loan or Serviced Companion Loan has not yet been
satisfied as of the date of such termination or resignation and such Mortgage
Loan or Serviced Companion Loan otherwise meets the requirements of a Corrected
Loan, with the Workout Fee with respect to such Mortgage Loan or Serviced
Companion Loan payable only after such requirements have been met (including the
requirement that three payments be made) (and any successor Special Servicer
shall not be entitled to any portion of such Workout Fees), in each case until
the Workout Fee for any such Loan ceases to be payable in accordance with the
preceding sentence.
Notwithstanding anything to the contrary herein, a Liquidation Fee
and a Workout Fee relating to the same Loan shall not be paid from the same
proceeds with respect to such Loan.
The Special Servicer's right to receive the Special Servicing Fee,
the Workout Fee and the Liquidation Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.
The Special Servicer will not be entitled to any compensation with
respect to the Non-Serviced Loan Groups, which are serviced under the applicable
Lead PSA.
(c) Additional special servicing compensation in the form of (i) Net
Default Charges actually collected on the Mortgage Pool that accrued with
respect to a Specially Serviced Loan or an REO Loan, (ii) with respect to any
Specially Serviced Loan, 100% of any and all assumption fees, assumption
application fees and other applicable fees, actually paid by a Mortgagor in
accordance with the related Loan documents, with respect to any transfer of the
Mortgaged Property or any assumption or substitution agreement entered into by
the Special Servicer on behalf of the Trust (or, in the case of a Serviced Loan
Group, on behalf of the Trust and the related Companion Loan Noteholders)
pursuant to Section 3.08(b) or paid by a Mortgagor with respect to any transfer
of an interest in a Mortgagor pursuant to Section 3.08(b), (iii) with respect to
any Performing Serviced Loan, 50% of the excess, if any, of any assumption
application fees over $5,000 received by the Master Servicer with respect to
each assumption, transfer or substitution, and 50% of any and all assumption
fees, in each case actually paid by the Mortgagor in accordance with the related
Loan documents with respect to any transfer of a Mortgaged Property or any
assumption or substitution agreement entered into by the Master Servicer on
behalf of the Trust pursuant to Section 3.08(a) or paid by the Mortgagor with
respect to any transfer of an interest in a Mortgagor pursuant to Section
3.08(a), (iv) any and all assumption fees, modification fees, consent fees,
extension fees and similar fees actually collected on the Serviced Loans that
are not otherwise payable to the Master Servicer as additional servicing
compensation pursuant to Section 3.11(a) and (v) 50% of each modification fee or
extension fee actually paid by the Mortgagor with respect to a modification,
consent, waiver or amendment agreed to by the Master Servicer pursuant to this
Agreement if the approval or consent of the Special Servicer (or the Directing
Holder with respect to an extension of maturity granted pursuant to Section
3.21(c)) was required in connection therewith and 100% of any modification fee
or extension fee and any other applicable fee that is actually paid by the
Mortgagor in connection with an extension of the maturity date of a Performing
Serviced Loan approved by the Special Servicer in accordance with Section
3.21(d), shall be retained by the Special Servicer or promptly paid to the
Special Servicer by the Master Servicer, as the case may be, and shall not be
required to be deposited in any Custodial Account pursuant to Section 3.04(a) or
Section 3.04A(a). The Special Servicer shall also be entitled to additional
special servicing compensation in the form of interest or other income earned on
deposits in any of the REO Accounts, if established, in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to such account for each Collection Period).
(d) The Master Servicer and the Special Servicer shall each be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including payment of any amounts due
and owing to the Primary Servicer or any of its Sub-Servicers and the premiums
for any blanket policy obtained by it insuring against hazard losses pursuant to
Section 3.07(b)), if and to the extent such expenses are not payable directly
out of any of the Custodial Accounts or, in the case of the Special Servicer,
any of the REO Accounts, and neither the Master Servicer nor the Special
Servicer shall be entitled to reimbursement for such expenses except as
expressly provided in this Agreement.
Section 3.12 Certain Matters Regarding Servicing Advances.
(a) If the Master Servicer or Special Servicer is required under any
provision of this Agreement to make a Servicing Advance, but neither does so
within 15 days after such Advance is required to be made, the Trustee shall, if
it has actual knowledge of such failure on the part of the Master Servicer or
Special Servicer, as the case may be, give written notice of such failure, as
applicable, to the Master Servicer or the Special Servicer. If such Servicing
Advance is not made by the Master Servicer or the Special Servicer, as
applicable, within three Business Days after such notice is given to the Master
Servicer or the Special Servicer, as applicable, then (subject to Section
3.12(d)) the Trustee shall make such Servicing Advance. If the Trustee fails to
make any Servicing Advance required to be made under this Agreement, then
(subject to Section 3.12(d)) the Fiscal Agent shall make such Servicing Advance
within one Business Day of such failure by the Trustee and, if so made, the
Trustee shall be deemed not to be in default under this Agreement.
(b) The Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, compounded annually, accrued on the amount of
each Servicing Advance made thereby (with its own funds) for so long as such
Servicing Advance is outstanding, such interest to be payable: (i) out of any
Default Charges on deposit in the Pool Custodial Account that were collected on
or in respect of the related Mortgage Loan during the same Collection Period in
which such Servicing Advance is reimbursed; and (ii) to the extent that such
Default Charges are insufficient, but not before the related Advance has been
reimbursed pursuant to this Agreement, out of general collections on the
Mortgage Loans and REO Properties on deposit in the Pool Custodial Account;
provided that, if such Servicing Advance was made with respect to a Serviced
Loan Group or a Loan Group Mortgaged Property (other than the Non-Serviced Loan
Groups), then such interest shall first be payable out of amounts on deposit in
the related Loan Group Custodial Account in accordance with clause (viii) of
Section 3.05A.
(c) The Master Servicer shall reimburse itself, the Special
Servicer, the Trustee or the Fiscal Agent, as appropriate and in accordance with
Section 3.03, Section 3.05(a), Section 3.05(e) or Section 3.05A(a), as
applicable, for any Servicing Advance as soon as practicable after funds
available for such purpose are deposited in the related Custodial Account.
(d) Notwithstanding anything herein to the contrary, none of the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall be
required to make out of its own funds any Servicing Advance that would, if made,
constitute a Nonrecoverable Servicing Advance. The determination by either the
Master Servicer or the Special Servicer that it has made a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance, shall be made in accordance with
the Servicing Standard and shall be evidenced by an Officer's Certificate
delivered promptly to the Trustee and the Depositor (and, if affected thereby,
the related Companion Loan Noteholder), setting forth the basis for such
determination, together with a copy of any appraisal of the related Mortgaged
Property or REO Property, as the case may be (which appraisal shall be an
expense of the Trust, shall take into account the factors specified in Section
3.19 and shall have been conducted by an Independent Appraiser in accordance
with the standards of the Appraisal Institute within the twelve months preceding
such determination of nonrecoverability), and further accompanied by related
Mortgagor operating statements and financial statements, budgets and rent rolls
of the related Mortgaged Property (to the extent available and/or in the Master
Servicer's or the Special Servicer's possession) and any engineers' reports,
environmental surveys or similar reports that the Master Servicer or the Special
Servicer may have obtained and that support such determination. If the Master
Servicer intends to obtain an appraisal in connection with the foregoing, the
Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal. The Trustee and the Fiscal Agent
shall be entitled to rely, conclusively, on any determination by the Master
Servicer or the Special Servicer that a Servicing Advance, if made, would be a
Nonrecoverable Advance; provided, however, that if the Master Servicer or the
Special Servicer has failed to make a Servicing Advance for reasons other than a
determination by the Master Servicer or the Special Servicer, as applicable,
that such Servicing Advance would be a Nonrecoverable Advance, the Trustee or
the Fiscal Agent, as applicable, shall make such Servicing Advance within the
time periods required by Section 3.12(a) unless the Trustee or the Fiscal Agent,
in good faith, makes a determination that such Servicing Advance would be a
Nonrecoverable Advance. In addition, the Master Servicer and Special Servicer
shall consider Workout-Delayed Reimbursement Amounts in respect of prior
Servicing Advances on the applicable Mortgage Loan that have not been repaid by
the related Mortgagor for the purposes of nonrecoverability determinations as if
such amounts were unreimbursed Servicing Advances. Although the Special Servicer
may determine whether an Advance is a Nonrecoverable Advance, the Special
Servicer will have no right to make an affirmative determination that any P&I
Advance or Servicing Advance made or to be made by the Master Servicer, Trustee
or Fiscal Agent is, or would be, recoverable. In the absence of a determination
by the Special Servicer that an Advance is a Nonrecoverable Advance, all
determinations of recoverability with respect to Advances made or to be made by
the Master Servicer, the Trustee or the Fiscal Agent will remain with the Master
Servicer, the Trustee or the Fiscal Agent, as applicable.
(e) Notwithstanding anything set forth herein to the contrary, the
Master Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Loan or an REO Property is involved) pay directly out of the Pool
Custodial Account or the related Loan Group Custodial Account, as applicable,
any servicing expense that, if advanced by the Master Servicer or the Special
Servicer, would constitute a Nonrecoverable Servicing Advance; provided that the
Master Servicer (or the Special Servicer, if a Specially Serviced Loan or an REO
Property is involved) has determined in accordance with the Servicing Standard
that making such payment, in the case of withdrawals from the Pool Custodial
Account, is in the best interests of the Certificateholders (as a collective
whole) or, in the case of a Custodial Account, is in the best interests of the
Certificateholders and, in the case of a Serviced Loan Group, the related
Companion Loan Noteholders (as a collective whole), as evidenced in each case by
an Officer's Certificate delivered promptly to the Trustee, the Depositor, the
Controlling Class Directing Holder and, if affected thereby, the applicable
Companion Loan Noteholder, setting forth the basis for such determination and
accompanied by any information that such Person may have obtained that supports
such determination. A copy of any such Officer's Certificate (and accompanying
information) of the Master Servicer shall also be promptly delivered to the
Special Servicer, and a copy of any such Officer's Certificate (and accompanying
information) of the Special Servicer shall also be promptly delivered to the
Master Servicer. The Master Servicer may conclusively rely on any information in
this regard provided by the Special Servicer (if other than the Master Servicer
or an Affiliate thereof).
(f) Notwithstanding anything to the contrary in this Agreement, the
Master Servicer shall not waive any fees that would be due or partially due to
the Special Servicer without the Special Servicer's consent and the Special
Servicer shall not waive any fees that would be due or partially due to the
Master Servicer without the Master Servicer's consent.
Section 3.13 Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.
(a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable after the
related Serviced Loan becomes a Specially Serviced Loan and annually thereafter
for so long as the related Loan remains a Specially Serviced Loan, the cost of
which shall be paid by the Master Servicer as a Servicing Advance or, if such
Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the
Custodial Account as an Additional Trust Fund Expense. In addition, the Special
Servicer shall perform or cause to be performed a physical inspection of each of
the REO Properties at least once per calendar year, the cost of which shall be
paid by the Master Servicer as a Servicing Advance or, if such Servicing Advance
would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as
an Additional Trust Fund Expense. Beginning in 2006, the Master Servicer shall
at its expense perform or cause to be performed a physical inspection of each
Mortgaged Property securing a Performing Serviced Loan: (i) at least once every
two calendar years in the case of Mortgaged Properties securing Loans that have
outstanding principal balances of (or Mortgaged Properties having allocated loan
amounts of) $2,000,000 or less; and (ii) at least once every calendar year in
the case of all other such Mortgaged Properties; provided, that the Master
Servicer will not be required to perform or cause to be performed an inspection
on a Mortgaged Property if such Mortgaged Property has been inspected by the
Master Servicer or the Special Servicer in the preceding six months. The Master
Servicer and the Special Servicer shall each promptly prepare or cause to be
prepared and deliver to the Trustee and each other a written report of each such
inspection performed by it that sets forth in detail the condition of the
Mortgaged Property and that specifies the existence of: (i) any sale, transfer
or abandonment of the Mortgaged Property of which the Master Servicer or the
Special Servicer, as applicable, is aware, (ii) any change in the condition or
value of the Mortgaged Property that the Master Servicer or the Special
Servicer, as applicable, in its reasonable, good faith judgment, considers
material, or (iii) any waste committed on the Mortgaged Property. The Master
Servicer and Special Servicer shall each forward copies of any such inspection
reports prepared by it to the Underwriters and the Controlling Class Directing
Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced
Loan and each REO Loan that was previously a Serviced Loan, and the Master
Servicer, in the case of each Performing Serviced Loan, shall each, consistent
with the Servicing Standard and to the extent permitted under the Loan
Documents, use reasonable efforts to obtain quarterly, annual and other periodic
operating statements and rent rolls with respect to each of the related
Mortgaged Properties and REO Properties. The Special Servicer shall, promptly
following receipt, deliver copies of the operating statements and rent rolls
received or obtained by it to the Master Servicer, and the Master Servicer shall
promptly deliver copies of the operating statements and rent rolls received or
obtained by it to the Trustee, the Special Servicer or any Controlling Class
Certificateholder, in each case upon request. In addition to the foregoing and
solely with respect to the Loan Groups, the Special Servicer and the Master
Servicer, as applicable, shall each, consistent with the Servicing Standard and
the terms of the Loan Documents, use reasonable efforts to obtain occupancy
reports, sales reports for retail tenants, 24-month rolling lease expiration
schedules, reserve balances and capital expenditure statements, as well as
information as to bankrupt tenants and tenants whose leases have expired and
have not been renewed. The Special Servicer shall, promptly following receipt,
deliver copies (in either physical or electronic form) of the materials received
or obtained by it pursuant to the foregoing sentence to the Master Servicer, and
the Master Servicer shall promptly deliver copies (in either physical or
electronic form) of all such materials received or obtained by it pursuant to
the foregoing sentence and this sentence to the Trustee, the Special Servicer,
any Controlling Class Certificateholders and, in the case of the Loan Groups, to
the related Companion Loan Noteholders, in each case upon request; provided
that, with respect to the Loan Groups, the Master Servicer shall forward any of
the foregoing financial statements received with respect to the Loan Group
Mortgaged Properties to the Trustee promptly upon receipt thereof without the
Trustee having to make a request, but only insofar as such financial statements
are to be included in an Annual Report on Form 10-K; and provided, further, that
in the event that any losses are incurred by the Depositor that are based upon
or arise out of financial statements filed with the Commission with respect to
the Loan Group Mortgaged Properties, the Trustee shall assign or subrogate, as
appropriate, any rights it may have against the related Mortgagor with respect
to such financial statements or against the applicable auditors under any
independent auditors' report filed together with such financial statements, to
the Depositor and/or its designee, to the extent such assignment is permitted by
applicable law.
Within 30 days after receipt by the Master Servicer of any annual
operating statements with respect to any Mortgaged Property or REO Property, the
Master Servicer with respect to a Performing Serviced Loan and the Special
Servicer with respect to a Specially Serviced Loan shall prepare or update and
forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged
Property or REO Property (with, upon request, the annual operating statements
attached thereto as an exhibit).
The Master Servicer with respect to a Performing Serviced Loan and
the Special Servicer with respect to a Specially Serviced Loan shall prepare and
maintain one CMSA Operating Statement Analysis Report for each Mortgaged
Property and REO Property. The CMSA Operating Statement Analysis Report for each
such Mortgaged Property and REO Property is to be updated by the Master Servicer
or Special Servicer, as applicable, within 30 days after its receipt of updated
operating statements for a Mortgaged Property or REO Property, as the case may
be. The Master Servicer or Special Servicer, as applicable, shall use the
"Normalized" column from the CMSA NOI Adjustment Worksheet for any such
Mortgaged Property or REO Property (other than the Mortgaged Property securing a
Non-Serviced Loan Group), as the case may be, to update and normalize the
corresponding annual year-end information in the CMSA Operating Statement
Analysis Report and shall use any annual operating statements and related data
fields received with respect to any such Mortgaged Property or REO Property
(other than the Mortgaged Property securing a Non-Serviced Loan Group), as the
case may be, to prepare the CMSA NOI Adjustment Worksheet for such property.
Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets are to be forwarded to the Trustee automatically until such time as a
Form 15 is filed with respect to the Trust pursuant to Section 8.15(c), and are
otherwise to be made available by the Master Servicer to the Trustee, the
Special Servicer or any Controlling Class Certificateholder, in each case upon
request.
(c) Not later than 2:00 p.m. (New York City time) on the second
Business Day prior to each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Specially Serviced Loans and any REO Properties, providing
the required information as of the end of the preceding calendar month: (i) a
CMSA Property File; (ii) a CMSA Comparative Financial Status Report; and (iii) a
CMSA Special Servicer Loan File. Not later than 2:00 p.m. (New York City time)
on the third Business Day prior to each Distribution Date, the Special Servicer
shall deliver or cause to be delivered to the Master Servicer the following
reports with respect to the Specially Serviced Loans, any REO Properties and, to
the extent that the subject information relates to when they were Specially
Serviced Loans, any Corrected Loans: (i) a CMSA Delinquent Loan Status Report;
(ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation
Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan
Report; (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC
Report.
(d) Not later than 2:00 p.m. (New York City time) on the first
Business Day prior to each Distribution Date, the Master Servicer shall deliver
or cause to be delivered to the Trustee, and the Trustee shall on such
Distribution Date make copies available to the Rating Agencies, the Special
Servicer and, upon request, any Controlling Class Certificateholder: (i) the
most recent CMSA Historical Loan Modification and Corrected Mortgage Loan
Report, CMSA Historical Liquidation Report, CMSA REO Status Report and CMSA Loan
Level Reserve/LOC Report received from the Special Servicer pursuant to Section
3.13(c); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan
Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative
Financial Status Report and Loan Payoff Notification Report (in each case
combining the reports prepared by the Special Servicer and the Master Servicer);
and (iii) a CMSA Servicer Watch List with information that is current as of the
related Determination Date with respect to the Loans.
If the Master Servicer determines, in its reasonable judgment, that
information regarding the Mortgage Loans and REO Properties (in addition to the
information otherwise required to be contained in the CMSA Investor Reporting
Package) should be disclosed to Certificateholders and Certificate Owners, then
it shall forward such information in the form of a Supplemental Report to the
Trustee in accordance with Section 4.02(a).
(e) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.13(c) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer, and the Master
Servicer shall deliver to the Trustee (and the Trustee shall make available,
upon request, to the Special Servicer and any Controlling Class
Certificateholder or Loan Group Directing Holder) the reports set forth in
Section 3.13(d) in an electronic format reasonably acceptable to the Master
Servicer and the Trustee. The Master Servicer may, absent manifest error,
conclusively rely on the reports to be provided by the Special Servicer pursuant
to Section 3.13(c). The Master Servicer may, absent manifest error, conclusively
rely on the reports to be provided by the applicable Lead Master Servicer
pursuant to the applicable Lead PSA. The Trustee may, absent manifest error,
conclusively rely on the reports to be provided by the Master Servicer pursuant
to Section 3.13(d). In the case of information or reports to be furnished by the
Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent that
such information is based on reports to be provided by the Special Servicer
pursuant to Section 3.13(c) and/or that such reports are to be prepared and
delivered by the Special Servicer pursuant to Section 3.13(c), the Master
Servicer shall have no obligation to provide such information or reports until
it has received such information or reports from the Special Servicer, and the
Master Servicer shall not be in default hereunder due to a delay in providing
the reports required by Section 3.13(d) caused by the Special Servicer's failure
to timely provide any report required under Section 3.13(c) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and the
Special Servicer of all the reports specified in this Section 3.13, including
the calculations made therein, shall be done in accordance with CMSA standards
to the extent applicable thereto.
(g) Annually, on the Distribution Date in March of each year,
beginning on the Payment Date in March 2006, the Master Servicer will provide to
the Directing Holder a schedule of Mortgage Loans indicating (i) whether any
Mortgage Loan with an outstanding principal balance of $10,000,000 or greater
has an all-risk insurance policy with an exclusion for terrorism or has a
stand-alone terrorism insurance policy in place and (ii) the annual renewal date
for any policies specified in clause (i). The Master Servicer will also provide
to the Directing Holder a copy of the insurance renewal certificate for the
terrorism insurance policy for any all-risk policy and any stand-alone policy
for each Mortgage Loan with a Cut-Off Date Balance greater than or equal to
$17,500,000 which either does not have terrorism insurance or has a stand-alone
terrorism insurance policy.
Section 3.13A. Delivery of Certain Reports to the Companion Loan
Noteholders.
(a) The Master Servicer and the Special Servicer shall each promptly
prepare or cause to be prepared and deliver to each Companion Loan Noteholder a
written report (in physical or electronic form), prepared in the manner set
forth in Section 3.13, of each inspection performed by it with respect to the
related Loan Group Mortgaged Properties (other than the Mortgaged Property
securing the Non-Serviced Loan Groups, which are serviced under the applicable
Lead PSA).
The Master Servicer shall promptly deliver to each Companion Loan
Noteholder (in either physical or electronic form): (i) copies of operating
statements and rent rolls; (ii) upon request, annual CMSA NOI Adjustment
Worksheets (with annual operating statements as exhibits); and (iii) annual CMSA
Operating Statement Analysis Reports, in each case prepared, received or
obtained by it pursuant to Section 3.13 with respect to the related Loan Group
Mortgaged Properties (other than the Mortgaged Property securing the
Non-Serviced Loan Group, which are serviced under the applicable Lead PSA).
(b) If the Loans forming the Loan Groups constitute Specially
Serviced Loans, or if the Loan Group Mortgaged Properties have become REO
Properties, then each calendar month, not later than 2:00 p.m. (New York City
time) on the second Business Day prior to each Determination Date, the Special
Servicer shall deliver or cause to be delivered to the Master Servicer the
following reports with respect to the Loan Groups and/or the Loan Group
Mortgaged Properties, providing the required information as of the end of the
preceding calendar month: (i) a CMSA Property File (or similar report
satisfactory to the Master Servicer); and (ii) a CMSA Comparative Financial
Status Report (or similar report satisfactory to the Master Servicer). If the
Loans forming the Loan Groups constitute Specially Serviced Loans, or if the
Loan Group Mortgaged Properties have become REO Properties, then each calendar
month, not later than 2:00 p.m. (New York City time) on the second Business Day
prior to the Master Servicer Remittance Date in such month, the Special Servicer
shall deliver or cause to be delivered to the Master Servicer such of the
following reports as may be relevant with respect to the Loan Groups and/or the
Loan Group Mortgaged Properties: (i) a CMSA Delinquent Loan Status Report; (ii)
a Loan Payoff Notification Report, (iii) a CMSA Historical Liquidation Report;
(iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and
(v) a CMSA REO Status Report.
(c) Not later than 2:00 p.m. (New York City time) on the Loan Group
Remittance Date (or in the case of the 1370 Avenue of the Americas Loan Group,
the Master Servicer Remittance Date), the Master Servicer shall, with respect to
the Serviced Loan Groups, prepare all Loan Group Servicing Reports as may be
relevant and that are not otherwise required to be prepared by the Special
Servicer pursuant to Section 3.13A(b). The Master Servicer shall include on one
of such reports updated information as of the applicable Determination Date (or,
in the case of the 1370 Avenue of the Americas Loan Group, its Due Date)
regarding the amount of accrued and unpaid interest on Advances in accordance
with Section 3.12(b), 4.03(d) and/or 4.03A(d), such information to be presented
on a loan-by-loan basis.
(d) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.13A(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer. The Master Servicer
may, absent manifest error, conclusively rely on the reports to be provided by
the Special Servicer pursuant to Section 3.13A(b). In the case of information or
reports to be furnished by the Master Servicer to the applicable Companion Loan
Noteholder pursuant to Section 3.13B(a), to the extent that such information is
based on reports to be provided by the Special Servicer pursuant to Section
3.13A(b) and/or that such reports are to be prepared and delivered by the
Special Servicer pursuant to Section 3.13A(b), the Master Servicer shall have no
obligation to provide such information or reports until it has received such
information or reports from the Special Servicer, and the Master Servicer shall
not be in default hereunder due to a delay in providing the reports required by
Section 3.13B(a) caused by the Special Servicer's failure to timely provide any
report required under Section 3.13A(b) of this Agreement.
Section 3.13B. Statements to the Companion Loan Noteholders.
(a) On each Loan Group Remittance Date (or in the case of the 1370
Avenue of the Americas Loan Group, the Master Servicer Remittance Date), the
Master Servicer shall forward to each Companion Loan Noteholder (other than the
holders of the Non-Serviced Companion Loans with respect to which such holders
will receive similar reports from the applicable Lead Master Servicer under the
applicable Lead PSA) all Loan Group Servicing Reports prepared with respect to
the related Loan Group, pursuant to Section 3.13A, during the calendar month in
which such applicable Master Servicer Remittance Date occurs.
(b) The Master Servicer shall only be obligated to deliver the
statements, reports and information contemplated by Section 3.13B(a) to the
extent it receives the necessary underlying information from the Special
Servicer and shall not be liable for its failure to deliver such statements,
reports and information on the prescribed due dates, to the extent caused by the
failure of the Special Servicer to deliver timely such underlying information.
Nothing herein shall obligate the Master Servicer or the Special Servicer to
violate any applicable law prohibiting disclosure of information with respect to
the related Mortgagor, and the failure of the Master Servicer or the Special
Servicer to disseminate information for such reason shall not be a breach
hereunder.
Absent manifest error of which it has actual knowledge, neither the
Master Servicer nor the Special Servicer shall be responsible for the accuracy
or completeness of any information supplied to it by a Mortgagor, the Depositor,
a Mortgage Loan Seller or third party that is included in any reports,
statements, materials or information prepared or provided by the Master Servicer
or the Special Servicer, as applicable, pursuant to this Agreement. Neither the
Master Servicer nor the Special Servicer shall have any obligation to verify the
accuracy or completeness of any information provided by a Mortgagor, the
Depositor, a Mortgage Loan Seller, a third party or each other.
Section 3.14 Annual Statement as to Compliance.
Each of the Master Servicer and the Special Servicer shall deliver
to the Trustee, the Rating Agencies, the Depositor, the Underwriters, the
Companion Loan Noteholders of a Serviced Companion Loan, and each other, on or
before April 30 of each year, beginning in 2006 (or, as to any such year, such
earlier date as is contemplated by the second to last sentence of this Section
3.14), an Officer's Certificate (the "Annual Performance Certification")
stating, as to the signer thereof, that (i) a review of the activities of the
Master Servicer or the Special Servicer, as the case may be, during the
preceding calendar year (or, in the case of the first such certification, during
the period from the Closing Date to December 31, 2005, inclusive) and, in
particular, of its performance under this Agreement, has been made under such
officer's supervision, (ii) to the best of such officer's knowledge, based on
such review, the Master Servicer or the Special Servicer, as the case may be,
has fulfilled all of its obligations under this Agreement in all material
respects throughout such preceding calendar year or portion thereof (or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officer and the nature and status thereof), and
(iii) the Master Servicer or the Special Servicer, as the case may be, has
received no notice regarding the qualification, or challenging the status, of
either REMIC Pool as a REMIC, from the IRS or any other governmental agency or
body (or, if it has received any such notice, specifying the details thereof).
Notwithstanding the timing provided for in the first sentence of this paragraph,
unless the Trustee (with respect to the Trust) and each Subsequent Trustee (with
respect to a Companion Loan Noteholder that is a trust established in connection
with the issuance of Companion Loan Securities) have, in accordance with the
Exchange Act and the rules and regulations promulgated thereunder, filed a Form
15 with respect to the applicable trust suspending all reporting requirements
under the Exchange Act, the Annual Performance Certification to be delivered by
each of the Master Servicer and the Special Servicer for any calendar year,
shall, with respect to the trust that has not filed such Form 15, be delivered
on or before March 20 of the following year, and if March 20 is not a Business
Day, then the preceding Business Day; and the Master Servicer and the Special
Servicer are hereby notified that the Depositor is required to file a Form 10-K
with the Commission in respect of the Trust covering calendar year 2005. Any
Officer's Certificate delivered to a Companion Loan Noteholder pursuant to this
Section 3.14 shall be limited to the servicing of the related Serviced Loan
Group.
Section 3.15 Reports by Independent Public Accountants.
On or before April 30 of each year, beginning in 2006 (or, as to any
such year, such earlier date as is contemplated by the last sentence of this
paragraph), each of the Master Servicer and the Special Servicer at its expense
shall cause a firm of independent public accountants (which may also render
other services to the Master Servicer or the Special Servicer) that is a member
of the American Institute of Certified Public Accountants to furnish a statement
(the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the
Depositor, the Underwriters, the Companion Loan Noteholders, and each other, to
the effect that (i) such firm has obtained a letter of representation regarding
certain matters from the management of the Master Servicer or the Special
Servicer, as applicable, which includes an assertion that the Master Servicer or
the Special Servicer, as applicable, has complied with certain minimum mortgage
loan servicing standards (to the extent applicable to commercial and multifamily
mortgage loans), identified in the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers Association of America,
with respect to the servicing of commercial and multifamily mortgage loans
during the most recently completed calendar year and (ii) on the basis of an
examination conducted by such firm in accordance with standards established by
the American Institute of Certified Public Accountants, such representation is
fairly stated in all material respects, subject to such exceptions and other
qualifications that may be appropriate. In rendering its report such firm may
rely, as to matters relating to the direct servicing of commercial and
multifamily mortgage loans by sub-servicers, upon comparable reports of firms of
independent certified public accountants rendered (within one year of such
report) on the basis of examinations conducted in accordance with the same
standards with respect to those sub-servicers. Notwithstanding the timing
provided for in the first sentence of this paragraph, unless the Trustee (with
respect to the Trust) and each Subsequent Trustee (with respect to a Companion
Loan Noteholder that is a trust established in connection with the issuance of
Companion Loan Securities) have, in accordance with the Exchange Act and the
rules and regulations promulgated thereunder, filed a Form 15 with respect to
the applicable trust suspending all reporting requirements under the Exchange
Act), the Annual Accountants' Report to be delivered on behalf of each of the
Master Servicer and the Special Servicer for any calendar year, shall, with
respect to the trust that has not filed such Form 15, be delivered on or before
March 20 of such following year, and if March 20 is not a Business Day, then the
preceding Business Day; and the Master Servicer and the Special Servicer are
hereby notified that the Depositor is required to file a Form 10-K with the
Commission in respect of the Trust covering calendar year 2005.
The Master Servicer and the Special Servicer, to the extent
applicable, will reasonably cooperate with the Depositor in conforming any
reports delivered pursuant to this Section 3.15 to requirements imposed by the
Commission on the Depositor in connection with the Depositor's reporting
requirements in respect of the Trust Fund pursuant to the Exchange Act, provided
that the Master Servicer and Special Servicer shall each be entitled to charge
the Depositor for any reasonable additional costs and expenses incurred in
affording the Depositor such cooperation.
Section 3.16 Access to Certain Information.
Each of the Master Servicer and the Special Servicer shall afford to
the Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, the Companion Loan Noteholders and any Certificate Owner
(identified as such to the reasonable satisfaction of the Master Servicer or the
Special Servicer, as the case may be), and to the OTS, the FDIC and any other
banking or insurance regulatory authority that may exercise authority over any
Certificateholder, Certificate Owner (identified as such to the reasonable
satisfaction of the Master Servicer or the Special Servicer, as the case may be)
or Companion Loan Noteholder, access to any records regarding the Serviced Loans
and the servicing thereof within its control (which access shall be limited, in
the case of the Companion Loan Noteholders or any regulatory authority seeking
such access in respect of the Companion Loan Noteholders, to records relating to
the Companion Loans), except to the extent it is prohibited from doing so by
applicable law or contract or to the extent such information is subject to a
privilege under applicable law to be asserted on behalf of the
Certificateholders or the Companion Loan Noteholders. Such access shall be
afforded only upon reasonable prior written request and during normal business
hours at the offices of the Master Servicer or the Special Servicer, as the case
may be, designated by it.
In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the
Companion Loan Noteholders or any regulatory authority that may exercise
authority over a Certificateholder, a Certificate Owner or Companion Loan
Noteholder, the Master Servicer and the Special Servicer may each require
payment from such Certificateholder, a Certificate Owner or Companion Loan
Noteholder of a sum sufficient to cover the reasonable costs and expenses of
providing such information or access, including copy charges and reasonable fees
for employee time and for space; provided that no charge may be made if such
information or access was required to be given or made available under
applicable law. In connection with providing Certificateholders and Certificate
Owners access to the information described in the preceding paragraph, the
Master Servicer and the Special Servicer shall require (prior to affording such
access) a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the
Special Servicer, as the case may be, generally to the effect that such Person
is a Holder of Certificates or a beneficial holder of Book-Entry Certificates
and will keep such information confidential.
Upon the reasonable request of any Certificateholder, or any
Certificate Owner identified to the Master Servicer to the Master Servicer's
reasonable satisfaction, the Master Servicer may provide (or forward
electronically) (at the expense of such Certificateholder or Certificate Owner)
copies of any operating statements, rent rolls and financial statements obtained
by the Master Servicer or the Special Servicer; provided that, in connection
therewith, the Master Servicer shall require a written confirmation executed by
the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer, generally to the effect that such Person is a Holder of
Certificates or a beneficial holder of Book-Entry Certificates and will keep
such information confidential.
No less often than on a monthly basis, upon reasonable prior notice
and during normal business hours, the Master Servicer shall, without charge,
make a knowledgeable Servicing Officer available to answer questions from the
Controlling Class Directing Holder or any Companion Loan Noteholder, if any,
regarding the performance of any Serviced Loan that is delinquent, Specially
Serviced Loan, Mortgage Loans, any Serviced Companion Loan on the CMSA Servicer
Watch List or Serviced Loans otherwise reasonably identified as exhibiting
delinquent performance. The Controlling Class Directing Holder, (and, if
applicable, the with respect to a Serviced Companion Loan, the Companion
Noteholder) agrees to identify for the Master Servicer in advance, but at least
two (2) Business Days prior to the related monthly conference) the Serviced
Loans it intends to discuss. Except as provided in the following sentence, in
connection with providing the Controlling Class Directing Holder or a Companion
Loan Noteholder, as applicable, with the information described in the first
sentence of this paragraph, the Master Servicer shall require (prior to
providing such information for the first time to such Controlling Class
Directing Holder or Companion Loan Noteholder) a written confirmation executed
by the Controlling Class Directing Holder or Companion Loan Noteholder, as
applicable, in the form of Exhibit N attached hereto, generally to the effect
that such Person will keep any information received by it from time to time
pursuant to this Agreement confidential. In the case of the initial Controlling
Class Directing Holder, upon its acquisition of the Class P Certificates, such
entity shall be deemed to have agreed to keep all non-public information
received by it in such capacity from time to time pursuant to this Agreement
confidential, subject to applicable law.
Section 3.17 Title to REO Property; REO Accounts.
(a) If title to any Mortgaged Property with respect to a Serviced
Loan is acquired, the deed or certificate of sale shall be issued to the Trustee
or its nominee on behalf of the Certificateholders and, in the case of a Loan
Group Mortgaged Property, on behalf of the related Companion Loan Noteholders.
If, pursuant to Section 3.09(b), the Special Servicer formed or caused to be
formed, at the expense of the Trust, a single member limited liability company
(of which the Trust is the sole member) for the purpose of taking title to one
or more REO Properties pursuant to this Agreement, then (subject to the
interests of any affected Companion Loan Noteholder) the deed or certificate of
sale with respect to any such REO Property shall be issued to such single member
limited liability company. The limited liability company shall be a
manager-managed limited liability company, with the Special Servicer to serve as
the initial manager to manage the property of the limited liability company,
including any applicable REO Property, in accordance with the terms of this
Agreement as if such property was held directly in the name of the Trust or
Trustee under this Agreement.
The Special Servicer, on behalf of the Trust Fund and any affected
Companion Loan Noteholder, shall sell any REO Property by the end of the third
calendar year following the calendar year in which the Lower-Tier REMIC acquires
ownership of its proportionate interest in such REO Property for purposes of
Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies,
more than 60 days prior to the end of such third succeeding year, for and is
granted an extension of time (an "REO Extension") by the IRS to sell such REO
Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the
Trustee, the Special Servicer and the Master Servicer, to the effect that the
holding by the Lower-Tier REMIC of its proportionate interest in such REO
Property subsequent to the end of such third succeeding year will not result in
the imposition of taxes on "prohibited transactions" (as defined in Section 860F
of the Code) of either REMIC Pool or cause either REMIC Pool to fail to qualify
as a REMIC at any time that any Certificates are outstanding. If the Special
Servicer is granted the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated by
clause (ii) of the immediately preceding sentence, the Special Servicer shall
sell the subject REO Property within such extended period as is permitted by
such REO Extension or such Opinion of Counsel, as the case may be. Any expense
incurred by the Special Servicer in connection with its obtaining the REO
Extension contemplated by clause (i) of the second preceding sentence or its
obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, or for the creation of and the operating of a single member
limited liability company, shall be covered by, and reimbursable as, a Servicing
Advance.
(b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur in
respect of any Mortgaged Property (other than any Loan Group Mortgaged
Property), the Special Servicer shall establish and maintain one or more
accounts (collectively, the "Pool REO Account"), held on behalf of the Trustee
in trust for the benefit of the Certificateholders, for the retention of
revenues and other proceeds derived from each REO Property (other than any Loan
Group REO Properties). If such REO Acquisition occurs with respect to the Loan
Group Mortgaged Properties, the Special Servicer shall establish an REO Account
solely with respect to each such property (each, a "Loan Group REO Account"), to
be held for the benefit of the Certificateholders and the applicable Companion
Loan Noteholder. The Pool REO Account and each Loan Group REO Account shall each
be an Eligible Account. The Special Servicer shall deposit, or cause to be
deposited, in the related REO Account, upon receipt, all REO Revenues, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of
any REO Property. Funds in an REO Account may be invested in Permitted
Investments in accordance with Section 3.06. The Special Servicer shall be
entitled to make withdrawals from an REO Account to pay itself, as additional
special servicing compensation in accordance with Section 3.11(c), interest and
investment income earned in respect of amounts held in such REO Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings with respect to such REO Account for any Collection Period). The
Special Servicer shall give notice to the Trustee and the Master Servicer of the
location of each REO Account, and shall give notice to the related Companion
Loan Noteholders of the location of any related Loan Group REO Account, in each
case when first established and of the new location of any such REO Account
prior to any change thereof.
(c) The Special Servicer shall withdraw from the related REO Account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On the Business Day following
each Determination Date, the Special Servicer shall withdraw from each REO
Account and deposit into the corresponding Custodial Account (or deliver to the
Master Servicer or such other Person as may be designated by the Master Servicer
for deposit into the corresponding Custodial Account) the aggregate of all
amounts received in respect of each REO Property during the Collection Period
ending on such Determination Date, net of any withdrawals made out of such
amounts pursuant to the preceding sentence; provided that the Special Servicer
may retain in an REO Account such portion of proceeds and collections in respect
of any related REO Property as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, leasing, maintenance and
disposition of such REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital replacements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
to be incurred during the following twelve-month period. For purposes of the
foregoing, the Pool REO Account and applicable Loan Group REO Account correspond
to the Pool Custodial Account and the applicable Loan Group Custodial Account,
respectively.
(d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, each REO Account pursuant to Section 3.17(b) or (c).
The Special Servicer shall provide the Master Servicer any information with
respect to each REO Account as is reasonably requested by the Master Servicer.
Section 3.18 Management of REO Property.
(a) Prior to the acquisition by it of title to a Mortgaged Property
with respect to a Serviced Loan, the Special Servicer shall review the operation
of such Mortgaged Property and determine the nature of the income that would be
derived from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review that:
(i) None of the income from Directly Operating such Mortgaged
Property as REO Property would be subject to tax as "net income from
foreclosure property" within the meaning of the REMIC Provisions (such tax
referred to herein as an "REO Tax"), then such Mortgaged Property may be
Directly Operated by the Special Servicer (other than the holding of such
Mortgaged Property for sale to customers in the ordinary course of trade
or business or the performance of any construction work thereon) as REO
Property;
(ii) Directly Operating such Mortgaged Property as REO Property
could result in income from such property that would be subject to an REO
Tax, but that a lease of such property to another party to operate such
property, or the performance of some services by an Independent Contractor
with respect to such property, or another method of operating such
property would not result in income subject to an REO Tax, then the
Special Servicer may (provided, that in the good faith and reasonable
judgment of the Special Servicer, it is commercially feasible) acquire
such Mortgaged Property as REO Property and so lease or operate such REO
Property; or
(iii) It is reasonable to believe that Directly Operating such
Mortgaged Property as REO Property could result in income subject to an
REO Tax and that no commercially reasonable means exists to operate such
property as REO Property without the Trust Fund incurring or possibly
incurring an REO Tax on income from such property, the Special Servicer
shall deliver to the Tax Administrator, in writing, a proposed plan (the
"Proposed Plan") to manage such property as REO Property. Such plan shall
include potential sources of income, and, to the extent reasonably
possible, estimates of the amount of income from each such source. Upon
request of the Special Servicer, the Tax Administrator shall advise the
Special Servicer of the Tax Administrator's federal income tax reporting
position with respect to the various sources of income that the Trust Fund
would derive under the Proposed Plan. After receiving the information
described in the preceding sentence from the Tax Administrator, the
Special Servicer shall either (A) implement the Proposed Plan (after
acquiring the respective Mortgaged Property as REO Property), with any
amendments required to be made thereto as a result of the Tax
Administrator's tax reporting position or (B) manage and operate such
property in a manner that would not result in the imposition of an REO Tax
on income derived from such property.
The Special Servicer's decision as to how each REO Property, shall
be managed and operated shall be based on the Servicing Standard and, further,
based on the good faith and reasonable judgment of the Special Servicer as to
which means would be in the best interest of the Certificateholders (or in the
case of a Loan Group REO Property, in the best interest of the
Certificateholders and the applicable Companion Loan Noteholders (as a
collective whole)) by maximizing the net after-tax REO Revenues received by the
Trust Fund with respect to such property without materially and adversely
affecting the Special Servicer's ability to promptly sell the REO Property in
accordance with this Agreement and, to the extent consistent with the foregoing,
in accordance with the Servicing Standard. Neither the Special Servicer nor the
Tax Administrator shall be liable to the Certificateholders, the Trust Fund, the
other parties hereto or each other for errors in judgment made in good faith in
the reasonable exercise of their discretion while performing their duties under
this Section 3.18 except as provided in Section 6.03. In connection with
performing their respective duties under this Section 3.18(a), both the Special
Servicer and the Tax Administrator may consult with counsel and tax accountants,
the reasonable cost of which consultation shall be covered by, and be
reimbursable as, a Servicing Advance to be made by the Special Servicer.
(b) If title to any REO Property, is acquired, the Special Servicer
shall manage, conserve, protect and operate such REO Property for the benefit of
the Certificateholders (or in the case of a Loan Group REO Property, in the best
interest of the Certificateholders and the applicable Companion Loan Noteholders
(as a collective whole)) solely for the purpose of its prompt disposition and
sale in a manner that does not and will not: (i) cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code for purposes of Section 860D(a) of the Code; or (ii) except as
contemplated by Section 3.18(a), either result in the receipt by either REMIC
Pool of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the
foregoing, however, the Special Servicer shall have full power and authority to
do any and all things in connection therewith as are consistent with the
Servicing Standard and, consistent therewith, shall withdraw from the applicable
REO Account, to the extent of amounts on deposit therein with respect to such
REO Property, funds necessary for the proper operation, management, maintenance
and disposition of such REO Property, including:
(i) all insurance premiums due and payable in respect of such REO
Property;
(ii) all real estate taxes and assessments in respect of such REO
Property that may result in the imposition of a lien thereon;
(iii) any ground rents in respect of such REO Property; and
(iv) all costs and expenses necessary to maintain, lease, sell,
protect, manage, operate and restore such REO Property.
To the extent that amounts on deposit in the applicable REO Account
in respect of any REO Property are insufficient for the purposes set forth in
the preceding sentence with respect to such REO Property, the Master Servicer
shall, at the direction of the Special Servicer, make Servicing Advances in such
amounts as are necessary for such purposes unless the Master Servicer or Special
Servicer determines, in accordance with the Servicing Standard, that such
payment would be a Nonrecoverable Advance; provided, however, that if such
nonrecoverability determination is made, the Master Servicer may make any such
payment out of the Custodial Account as an Additional Trust Fund Expense if it
is a necessary fee or expense incurred in connection with the defense or
prosecution of legal proceedings.
(c) Without limiting the generality of the foregoing, the Special
Servicer shall not, with respect to any REO Property:
(i) enter into, renew or extend any New Lease with respect to any
REO Property, if the New Lease, by its terms would give rise to any income
that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease
other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property,
other than the completion of a building or other improvement thereon, and
then only if more than 10% of the construction of such building or other
improvement was completed before default on the related Mortgage Loan
became imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or
(iv) Except as provided in Section 3.18(a)(i), Directly Operate, or
allow any other Person, other than an Independent Contractor, to Directly
Operate any Mortgaged Property as REO Property on any date more than 90
days after the related REO Acquisition;
unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer, at the
direction of the Special Servicer, as a Servicing Advance, or, if such Servicing
Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial
Account as an Additional Trust Fund Expense) to the effect that such action
would not cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code for purposes of Section
860D(a) of the Code at any time that it is held by the Lower-Tier REMIC, in
which case the Special Servicer may take such actions as are specified in such
Opinion of Counsel.
(d) The Special Servicer may, and if so required to prevent the REO
Property from failing to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code, shall contract with any Independent Contractor
for the operation and management of any REO Property, provided that:
(i) the terms and conditions of any such contract shall not be
inconsistent herewith and shall reflect an agreement reached at arm's
length;
(ii) the fees of such Independent Contractor (which shall be
expenses of the Trust Fund or with respect to any Loan Group REO Property
such fees shall be netted out of collections on such Loan Group REO
Property prior to their being remitted to the Special Servicer) shall be
reasonable and customary in consideration of the nature and locality of
such REO Property;
(iii) except as permitted under Section 3.18(a), any such contract
shall require, or shall be administered to require, that the Independent
Contractor, in a timely manner, (A) pay out of related REO Revenues all
costs and expenses incurred in connection with the operation and
management of such REO Property, including those listed in Section 3.18(b)
above, and (B) except to the extent that such revenues are derived from
any services rendered by the Independent Contractor to tenants of such REO
Property that are not customarily furnished or rendered in connection with
the rental of real property (within the meaning of Treasury Regulations
Section 1.856-4(b)(5)), remit all related revenues collected (net of its
fees and such costs and expenses) to the Special Servicer upon receipt;
(iv) none of the provisions of this Section 3.18(d) relating to any
such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Special Servicer of any of its duties and
obligations hereunder with respect to the operation and management of such
REO Property; and
(v) the Special Servicer shall be obligated with respect thereto to
the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.
The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations under Section 3.17 and this Section 3.18 for indemnification of
the Special Servicer by any such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.18(d) shall be deemed a Sub-Servicing
Agreement for purposes of Section 3.23.
Section 3.19 Sale of Mortgage Loans and REO Properties.
(a) The Master Servicer, the Special Servicer or the Trustee may
sell or purchase, or permit the sale or purchase of, a Mortgage Loan or REO
Property only (i) on the terms and subject to the conditions set forth in this
Section 3.19, (ii) as otherwise expressly provided in or contemplated by
Sections 2.03(a) and 9.01 of this Agreement, (iii) in the case of the Loan
Groups, subject to the requirements of, and Companion Loan Noteholder rights set
forth in, in the related Co-Lender Agreement, and (iv) in the case of a Mortgage
Loan with a related mezzanine loan, in connection with a Loan default as set
forth in the related intercreditor agreement.
(b) Within five Business Days after any Serviced Loan has become a
Specially Serviced Loan, the Special Servicer shall give notice of such event to
each Holder of a Certificate of the Controlling Class and to the Trustee. The
Special Servicer, any single Holder or any group of Certificateholders
evidencing a majority of the Voting Rights allocated to the Controlling Class
and any assignees (other than an assignee whose purchase of such Specially
Serviced Loan would violate the terms of any related mezzanine loan
intercreditor agreement or Co-Lender Agreement) of the foregoing parties
(collectively, the "Purchase Option Holders") shall each have the option to
purchase such Specially Serviced Loan at a cash price that is at least equal to
the Purchase Price. In addition, if such Specially Serviced Loan is part of a
Loan Group as to which there is a Pari Passu Companion Loan that has been
securitized, the Special Servicer shall also send a copy of the notice described
above to the trustee under the related pooling and servicing agreement.
(c) If none of the Purchase Option Holders exercises its option to
purchase any Specially Serviced Loan as described in subsection (b) above, then
any single Holder or any group of Certificateholders evidencing a majority of
the Voting Rights allocated to the Controlling Class (other than an assignee
whose purchase of such Specially Serviced Loan would violate the terms of any
related mezzanine loan intercreditor agreement or co-lender agreement) will also
have the option to purchase that Specially Serviced Loan at a price equal to the
fair value of such Specially Serviced Loan (the "FV Price"). The Holders of a
majority of the Voting Rights allocated to the Controlling Class will have the
exclusive option to purchase such Specially Serviced Loan at the FV Price for a
period of 60 days after receipt of notice from the Special Servicer pursuant to
Section 3.19(b) above. After the expiration of such 60-day period, the Special
Servicer shall have the exclusive right to exercise the option to purchase such
Specially Serviced Loan at the FV Price for a 30-day period. If such Specially
Serviced Loan has not been purchased by the Special Servicer during such 30-day
period, the option to purchase such Specially Serviced Loan at its FV Price may
be exercised by either the Special Servicer or the Holders of Certificates
representing a majority of the Voting Rights allocated to the Controlling Class,
except that prior to any purchase by the Special Servicer, the Special Servicer
shall give 15 days prior written notice of its intent to exercise such option to
such Certificateholders and such Certificateholders shall have a right of first
refusal to purchase such Specially Serviced Loan during such 15-day period.
Upon receipt of a request from any Purchase Option Holder to
determine the FV Price in contemplation of its intention to exercise its option
to purchase a Specially Serviced Loan at a price that is below the Purchase
Price, the Special Servicer shall promptly obtain an MAI appraisal of the
related Mortgaged Property by an Independent Appraiser (unless such an appraisal
was obtained within one year of such date and the Special Servicer has no
knowledge of any circumstances that would materially affect the validity of such
appraisal). Promptly after obtaining such appraisal, the Special Servicer shall
determine the FV Price in accordance with the Servicing Standard and the
provisions of subsection (j) below. Promptly after determining the FV Price, the
Special Servicer shall report such FV Price to the Trustee and each Purchase
Option Holder.
With respect to any Serviced Loan Group, the Purchase Option Holders
will only have the right to purchase the related Loan Group Trust Mortgage Loan.
With respect to each such Specially Serviced Loan that is part of a Loan Group
as to which there is a Pari Passu Companion Loan that has been securitized, the
Special Servicer shall also send a copy of the notice containing the FV Price
described above to the parties under the related pooling and servicing agreement
that have the equivalent rights as the Purchase Option Holders under this
Agreement.
(d) With respect to each of the Non-Serviced Trust Loans, this
Section 3.19 shall not be applicable, and any rights of any Persons to exercise
its option to purchase such Loan Group Trust Mortgage Loans shall be determined
in accordance with the terms of the related Lead PSA and the related Co-Lender
Agreement by the parties specified therein (and the Trust shall sell such Loan
Group Trust Mortgage Loan in compliance with such terms). Any proceeds from such
sale of a Non-Serviced Trust Loan pursuant to the exercise of such option shall
be treated for purposes of this Agreement in the same manner as funds received
in connection with the sale of any Serviced Loan Group Trust Mortgage Loan in
accordance with the provisions of this Section 3.19.
(e) Any Purchase Option Holder shall be required to purchase the
subject Specially Serviced Loan within ten Business Days of notice of its intent
to exercise its purchase option.
(f) If none of the Purchase Option Holders have exercised their
option to purchase a Specially Serviced Loan under this Section 3.19 prior to
the expiration of 120 days from the Special Servicer's most recent determination
of the FV Price and thereafter receives a request from a Purchase Option Holder
for an updated FV Price, or the Special Servicer receives notice that a Purchase
Option Holder intends to exercise its purchase option, the Special Servicer
shall be required to recalculate the FV Price (with no presumption that such FV
Price should be reduced on account of the lack of a prior purchase of such
Specially Serviced Loan). In connection with such recalculation, the Special
Servicer may obtain an updated Appraisal if it determines that market conditions
or conditions at the mortgaged property warrant an updated Appraisal. In
addition, the Special Servicer shall recalculate the FV Price of any Mortgage
Loan if there has been a material change in circumstances of which the Special
Servicer is aware or the Special Servicer has received new information, either
of which has a material effect on the fair value.
(g) If the party exercising the purchase option at the FV Price for
any Specially Serviced Loan is the Special Servicer or an Affiliate thereof, the
Trustee shall verify that the FV Price is at least equal to the fair value of
such Mortgage Loan. In determining whether the FV Price is at least equal to the
fair value of such Mortgage Loan the Trustee will be permitted to conclusively
rely on an appraisal obtained by the Trustee from an Independent Appraiser at
the time it is required to verify the FV Price and/or the opinion of an
Independent expert in real estate matters (including the Master Servicer) with
at least 5 years' experience in valuing or investing in loans, similar to such
Mortgage Loan, that has been selected by the Trustee with reasonable care at the
expense of the Trust Fund.
(h) Any Purchase Option Holder may, once such option is exercisable,
assign its purchase option with respect to any Specially Serviced Loan to a
third party other than another Purchase Option Holder or any Person whose
purchase of such Specially Serviced Loan would violate any restrictions
contained in any mezzanine intercreditor agreement or any Co-Lender Agreement
and upon such assignment such third party shall have all of the rights that had
been granted to the Purchase Option Holder hereunder in respect of the purchase
option. Such assignment shall only be effective upon written notice (together
with a copy of the executed assignment and assumption agreement) being delivered
to the Trustee, the Master Servicer and the Special Servicer.
(i) In determining the FV Price for any Specially Serviced Loan, the
Special Servicer may take into account, among other factors, the results of any
appraisal or updated appraisal that it or the Master Servicer may have obtained
in accordance with this Agreement within the prior twelve months; the opinions
on fair value expressed by Independent investors in mortgage loans comparable to
the subject Specially Serviced Loan; the period and amount of any delinquency on
the subject Specially Serviced Loan; the physical condition of the related
Mortgaged Property; the state of the local economy; and the expected recoveries
from the subject Specially Serviced Loan if the Special Servicer were to pursue
a workout or foreclosure strategy instead of selling such Mortgage Loan to a
Purchase Option Holder.
(j) The purchase option for any Specially Serviced Loan pursuant to
this Section 3.19 shall terminate, and shall not be exercisable as set forth in
subsections (b) and (c) above (or if exercised, but the purchase of the subject
Mortgage Loan has not yet occurred, shall terminate and be of no further force
or effect) if and when (i) such Specially Serviced Loan has become a Corrected
Loan, (ii) the related Mortgaged Property has become an REO Property or (iii) a
Final Recovery Determination has been made with respect to such Specially
Serviced Loan.
(k) Until such time as a Specially Serviced Loan is purchased by a
Purchase Option Holder in accordance with this Section 3.19, the Special
Servicer shall continue to pursue all of the other resolution options available
to it with respect to the Specially Serviced Loan in accordance with the
Servicing Standard.
(l) Notwithstanding anything to the contrary herein, the holders of
the related Companion Loan shall be entitled to purchase the related Loan Group
Trust Mortgage Loans in accordance with the terms and conditions set forth in
the related Co-Lender Agreement, even after it has been purchased out of the
Trust Fund pursuant to this Section 3.19. The Special Servicer shall determine
the price to be paid in accordance with the terms of the related Co-Lender
Agreement in connection with any such purchase and shall provide such notices to
the appropriate Companion Loan Noteholders as are required by the related
Co-Lender Agreement in connection with each such holders' purchase rights.
(m) Any purchase of a Specially Serviced Loan that is purchased
pursuant to this Section 3.19 will remain subject to the cure and purchase
rights of, in each case if applicable, the related Companion Loan Noteholders as
set forth in the related Co-Lender Agreement and any holder of a related
mezzanine loan in connection with a Loan default as set forth in the related
intercreditor agreement.
(n) The Special Servicer shall use its best efforts to solicit bids
for each REO Property in such manner that is in accordance with the Servicing
Standard and that is within the time period provided for by Section 3.17(a).
Subject to Section 6.11, the Special Servicer shall accept the first (and, if
multiple bids are received contemporaneously or subsequently, the highest) cash
bid received from any Person that constitutes a fair price for such REO
Property. If the Special Servicer reasonably believes that it will be unable to
realize a fair price for any REO Property within the time constraints imposed by
Section 3.17(a), then (subject to Section 6.11) the Special Servicer shall
dispose of such REO Property upon such terms and conditions as the Special
Servicer shall deem necessary and desirable to maximize the recovery thereon
under the circumstances and, in connection therewith, shall accept the highest
outstanding cash bid, regardless of from whom received.
(o) The Special Servicer shall give the Trustee and the Depositor
prior written notice of its intention to sell any REO Property pursuant to this
Section 3.19.
(p) No Interested Person shall be obligated to submit a bid to
purchase any REO Property, and notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may
bid for or purchase any REO Property pursuant hereto.
(q) Whether any cash bid constitutes a fair price for any REO
Property for purposes of this Section 3.19, shall be determined by the Special
Servicer or, if such cash bid is from an Interested Person, by the Trustee. In
determining whether any bid received from an Interested Person represents a fair
price for any REO Property, the Trustee shall be supplied with and shall be
entitled to rely on the most recent appraisal in the related Servicing File
conducted in accordance with this Agreement within the preceding 12-month period
(or, in the absence of any such appraisal or if there has been a material change
at the subject property since any such appraisal, on a new appraisal to be
obtained by the Special Servicer (the cost of which shall be covered by, and be
reimbursable as, a Servicing Advance)). The appraiser conducting any such new
appraisal shall be an Independent Appraiser selected by the Special Servicer if
neither the Special Servicer nor any Affiliate thereof is bidding with respect
to an REO Property and selected by the Trustee if either the Special Servicer or
any Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to an REO Property, the Special Servicer shall require that
all bids be submitted to it (and, if the Special Servicer or any Affiliate
thereof is bidding, to the Trustee) in writing and be accompanied by a
refundable deposit of cash in an amount equal to 5% of the bid amount. In
determining whether any bid from a Person other than an Interested Person
constitutes a fair price for any REO Property, the Special Servicer shall take
into account the results of any appraisal or updated appraisal that it or the
Master Servicer may have obtained in accordance with this Agreement within the
prior twelve months, and any Independent Appraiser shall be instructed to take
into account, as applicable, among other factors, the occupancy level and
physical condition of the subject REO Property, the state of the local economy
and the obligation to dispose of the subject REO Property within the time period
specified in Section 3.17(a). The Purchase Price for any REO Property shall in
all cases be deemed a fair price. Notwithstanding the other provisions of this
Section 3.19, no cash bid from the Special Servicer or any Affiliate thereof
shall constitute a fair price for any REO Property unless such bid is the
highest cash bid received and at least two independent bids (not including the
bid of the Special Servicer or any Affiliate) have been received. In the event
the bid of the Special Servicer or any Affiliate thereof is the only bid
received or is the higher of only two bids received, then additional bids shall
be solicited. If an additional bid or bids, as the case may be, are received and
the original bid of the Special Servicer or any Affiliate thereof is the highest
of all cash bids received, then the bid of the Special Servicer or such
Affiliate shall be accepted, provided that the Trustee has otherwise determined,
as provided above in this Section 3.19(s), that such bid constitutes a fair
price for any REO Property. Any bid by the Special Servicer shall be
unconditional; and, if accepted, the subject REO Property shall be transferred
to the Special Servicer without recourse, representation or warranty other than
customary representations as to title given in connection with the sale of a
real property.
(r) Subject to Sections 3.19(a) through 3.19(g) above, and further
subject to Section 6.11, the Special Servicer shall act on behalf of the Trustee
in negotiating with independent third parties seeking to purchase an REO
Property and taking any other action necessary or appropriate in connection with
the sale of any Specially Serviced Loan or REO Property pursuant to this Section
3.19, and the collection of all amounts payable in connection therewith. In
connection therewith, the Special Servicer may charge prospective bidders for
any REO Property, and may retain, fees that approximate the Special Servicer's
actual costs in the preparation and delivery of information pertaining to, or
evaluating bids for, such REO Property without obligation to deposit such
amounts into the Pool Custodial Account. Any sale of a Specially Serviced Loan
or an REO Property pursuant to this Section 3.19 shall be final and without
recourse to the Trustee or the Trust, and if such sale is consummated in
accordance with the terms of this Agreement, neither the Special Servicer nor
the Trustee shall have any liability to any Certificateholder with respect to
the purchase price therefor accepted by the Special Servicer or the Trustee.
(s) Any sale of a Specially Serviced Loan or an REO Property
pursuant to this Section 3.19 shall be for cash only and shall be on a servicing
released basis.
Section 3.20 Additional Obligations of the Master Servicer;
Obligations to Notify Ground Lessors; the Special Servicer's Right to Request
the Master Servicer to Make Servicing Advances.
(a) The Master Servicer shall deliver to the Trustee for deposit in
the Distribution Account on each Master Servicer Remittance Date, without any
right of reimbursement therefor, an amount equal to the lesser of (i) the
aggregate amount of all Prepayment Interest Shortfalls, if any, incurred in
connection with Principal Prepayments received during the most recently ended
Collection Period with respect to Performing Serviced Loans in the Mortgage Pool
and (ii) the aggregate of all Master Servicing Fees received by the Master
Servicer during such Collection Period with respect to the entire Mortgage Pool
(but only to the extent of that portion thereof calculated at a rate of 0.01%
per annum with respect to each and every Serviced Loan and each and every REO
Mortgage Loan that was previously a Serviced Loan); provided, however, that if
any such Prepayment Interest Shortfall occurs as a result of the Master
Servicer's allowing the Mortgagor to deviate from the terms of the related Loan
documents regarding Principal Prepayments, the Master Servicer shall be
obligated to pay an amount equal to the entire Prepayment Interest Shortfall
with respect to the subject Serviced Mortgage Loan without any limitation of the
kind set forth in clause (ii) of this sentence.
(b) The Master Servicer shall, as to each Serviced Loan which is
secured by the interest of the related Mortgagor under a Ground Lease, even if
the corresponding fee interest is encumbered, promptly (and in any event within
60 days) following the Closing Date, notify the related ground lessor of the
transfer of such Serviced Loan to the Trust Fund pursuant to this Agreement and
inform such ground lessor that any notices of default under the related Ground
Lease should thereafter be forwarded to the Master Servicer.
(c) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor in a hospitality property, not
later than the later of (i) 30 days following the Master Servicer's receipt of
the subject franchise agreement and (ii) the expiration of the period that may
be required for such notice pursuant to the terms of the applicable franchise
documents, if any, notify the related hospitality franchisor of the transfer of
such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such
hospitality franchisor that any notices of default under the related franchise
agreement should thereafter be forwarded to the Master Servicer (and also to the
Special Servicer if such Mortgage Loan becomes a Specially Serviced Loan).
(d) Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer is required under this Agreement to make any
Servicing Advance but does not desire to do so, the Special Servicer may, in its
sole discretion, request that the Master Servicer make such Servicing Advance,
such request to be made, in writing, at least five (5) Business Days (or, in an
emergency situation or on an urgent basis, two (2) Business Days, provided that
the written request set forth the nature of the emergency or the basis of the
urgency) in advance of the date on which such Servicing Advance is required to
be made hereunder and to be accompanied by such information and documentation
regarding the subject Servicing Advance as the Master Servicer may reasonably
request. The Master Servicer shall have the obligation to make any such
Servicing Advance that it is so requested by the Special Servicer to make,
within five (5) Business Days (or, in an emergency situation or on an urgent
basis, two (2) Business Days) of the Master Servicer's receipt of such request.
If the request is timely and properly made, the Special Servicer shall be
relieved of any obligations with respect to a Servicing Advance that it so
requests the Master Servicer to make (regardless of whether or not the Master
Servicer shall make such Servicing Advance). The Master Servicer shall be
entitled to reimbursement for any Servicing Advance made by it at the direction
of the Special Servicer, together with interest thereon in accordance with
Sections 3.05(a), 3.05A and 3.12(b), as applicable, at the same time, in the
same manner and to the same extent as the Master Servicer is entitled with
respect to any other Servicing Advances made thereby.
Notwithstanding the foregoing provisions of this Section 3.20(d),
but subject to the provisions of Section 3.12(e), the Master Servicer shall not
be required to make at the direction of the Special Servicer, any Servicing
Advance if the Master Servicer determines in its reasonable, good faith judgment
that such Servicing Advance, although not characterized by the Special Servicer
as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing
Advance. The Master Servicer shall notify the Special Servicer in writing of
such determination, which shall be made pursuant to Section 3.12(d). Any request
by the Special Servicer that the Master Servicer make a Servicing Advance shall
be deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master
Servicer, the Trustee and the Fiscal Agent shall be entitled to conclusively
rely on such determination. Upon determining that any Servicing Advance
previously made with respect to a Specially Serviced Loan or REO Property is a
Nonrecoverable Servicing Advance, the Special Servicer shall report to the
Master Servicer the Special Servicer's determination. The Master Servicer shall
be entitled to conclusively rely on such a determination.
(e) Upon termination of the Trust Fund, any funds or other assets
remaining in the Loss of Value Reserve Fund, to the extent not otherwise
required to be part of the Available Distribution Amount for the final
Distribution Date in accordance with Section 3.05B shall be distributed to the
applicable Mortgage Loan Seller. The Trustee and the Special Servicer shall
account for the Loss of Value Reserve Fund as an outside reserve fund within the
meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any
REMIC. Furthermore, for all federal tax purposes, the Trustee and the Special
Servicer shall (i) treat amounts paid out of the Loss of Value Reserve Fund to
the Certificateholders as distributions by the REMICs for all federal tax
purposes and (ii) treat any amounts transferred by a REMIC to the Loss of Value
Reserve Fund as amounts distributed by such REMIC to the applicable Mortgage
Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The
applicable Mortgage Loan Seller will be the beneficial owner of the Loss of
Value Reserve Fund for all federal income tax purposes, and shall be taxable on
all income earned thereon.
Section 3.21 Modifications, Waivers, Amendments and Consents;
Defeasance.
(a) Subject to Sections 3.21(b) through 3.21(f) below, and further
subject to Section 6.11, the Special Servicer (or, under the limited
circumstances set forth in Section 3.21(c), the Master Servicer) may, on behalf
of the Trustee and, in the case of the Companion Loans, any Companion Loan
Noteholder, agree to any modification, extension, waiver or amendment of any
term of any Serviced Loan and respond to various Mortgagor requests for consent
on the part of the mortgagee (including the lease reviews and lease consents
related thereto), without the consent of the Trustee, any Certificateholder, any
Companion Loan Noteholder, the Master Servicer (in the case of any such action
taken by the Special Servicer) or, except as expressly set forth below, the
Special Servicer (in the case of any such action taken by the Master Servicer).
(b) All modifications, extensions, waivers or amendments of any
Serviced Loan, including the lease reviews and lease consents related thereto,
shall be in writing and shall be considered and effected in a manner consistent
with the Servicing Standard.
(c) Except as set forth in Section 3.08(a) and (c) and in this
Section 3.21(c), the Master Servicer may not agree to any modification,
extension, waiver or amendment of any term or provision of any Serviced Loan,
except that the Master Servicer may agree to any amendment, modification, waiver
or extension of any Performing Serviced Loan relating to any of the following
items (without obtaining prior written consent of the Directing Holder or the
Special Servicer):
(i) consent to subordination of the related Mortgage Loan to an
easement or right of way for utilities, access, parking, public
improvements or another similar purpose, provided the Master Servicer
shall have determined in accordance with the Servicing Standard that such
easement or right of way shall not materially interfere with the then
current use of the related Mortgaged Property, or the security intended to
be provided by such Mortgage, the related Mortgagor's ability to repay the
Mortgage Loan, or materially or adversely affect the value of the related
Mortgaged Property;
(ii) grant waivers of minor covenant defaults (other than financial
covenants) including late financial statements and approving any waiver
affecting the timing of receipt of financial statements from any
Mortgagor; provided that such financial statements are delivered no less
than quarterly and within 60 days of the end of the calendar quarter to
which such financial statements relate;
(iii) grant releases of non-material parcels of a Mortgaged Property
(provided that releases as to which the related Loan documents expressly
require the mortgagee thereunder to make releases upon the satisfaction of
certain conditions (which do not provide for lender consent or lender
discretion) shall be made as required by the related Loan documents);
(iv) approve or consent to grants of easements and rights of way
that do not materially affect the use or value of a Mortgaged Property or
the Mortgagor's ability to make any payments with respect to the related
Mortgage Loan;
(v) grant other non-material waivers, consents, modifications or
amendments;
(vi) approve routine leasing activity with respect to leases for
less than the lesser of (A) 50,000 square feet and (B) 20% of the related
Mortgaged Property;
(vii) approve annual budgets for the related Mortgaged Property,
provided that no such budget (A) provides for the payment of operating
expenses in an amount equal to more than 110% of the amounts budgeted
therefor for the prior year or (B) provides for the payment of any
material expenses to any affiliate of the Mortgagor (other than with
respect to the payment of the management fee to any property manager if
such management fee is no more than the management fee in effect on the
Cut off Date); and
(viii) approve a change of the property manager at the request of
the related Mortgagor, provided that (A) the successor property manager is
not affiliated with the Mortgagor and is a nationally or regionally
recognized manager of similar properties, (B) the related Serviced Loan
does not represent 2% or more of the then aggregate principal balance of
the Mortgage Pool and (C) the Loan Group Mortgaged Properties are not
involved;
provided that (1) any such modification, waiver or amendment would not in any
way affect a payment term of the related Mortgage Loan or waive any rights with
respect to a guarantor thereunder, (2) agreeing to such modification, waiver or
amendment would be consistent with the Servicing Standard, (3) agreeing to such
modification, waiver or amendment will not violate the terms, provisions or
limitations of this Agreement and (4) other than in connection with clause (vi)
above, the Master Servicer will not grant or enter into any subordination,
non-disturbance and attornment agreements (or waivers, consents, approvals,
amendments or modifications in connection therewith) without the prior written
consent of the Special Servicer.
The Master Servicer shall give the Special Servicer prompt notice of
any action taken pursuant to clauses (i) through (viii) above, including copies
of the documentation relating to such action.
If a default in the payment of a Balloon Payment occurs with respect
to a Mortgage Loan that has a term of five years or less from its origination,
the Master Servicer may extend the maturity date of such Mortgage Loan for up to
six months (subject to a limit of two such six-month extensions), if (1) such
Mortgage Loan is not a Specially Serviced Loan at the time of such extension and
(2) the Master Servicer has notified the Directing Holder of its proposed action
and the Directing Holder either approves of such action or fails to reply to
such proposal within ten Business Days after receipt of notice from the Master
Servicer.
Except as permitted by Section 3.02(a), Section 3.03(d), Section
3.07, Section 3.08(a) and this Section 3.21(c), the Master Servicer may not
agree to waive, modify or amend any term of any Loan or respond to any Mortgagor
requests for mortgagee consent, and the Master Servicer shall forward such
requests to the Special Servicer. Furthermore, the Master Servicer may not agree
to any modification, extension, waiver or amendment of any term of any Mortgage
Loan that would cause an Adverse REMIC Event with respect to either REMIC Pool.
The Master Servicer shall notify the applicable Directing Holder of
any release or substitution of collateral approved by the Master Servicer
pursuant to this Section 3.21(c), even if such release or substitution is in
accordance with such Loan.
(d) Except as provided in Section 3.02(a), Section 3.07, Section
3.08 or Section 3.21(e), the Special Servicer, on behalf of the Trustee and, in
the case of a Companion Loan, the related Companion Loan Noteholders, shall not
agree or consent to any modification, extension, waiver or amendment of any term
of any Serviced Loan that would:
(i) affect the amount or timing of any scheduled payment of
principal, interest or other amount (including Prepayment Premiums or
Yield Maintenance Charges, but excluding Default Interest and other
amounts payable as additional servicing compensation) payable thereunder;
(ii) affect the obligation of the related Mortgagor to pay a
Prepayment Premium or Yield Maintenance Charge or effect the waiver of any
prepayment restriction thereunder or permit a Principal Prepayment during
any period in which the related Mortgage Note prohibits Principal
Prepayments;
(iii) except as expressly contemplated by the related Mortgage or
pursuant to Section 3.09(d), result in a release of the lien of the
Mortgage on any material portion of the related Mortgaged Property without
a corresponding Principal Prepayment in an amount not less than the fair
market value (as determined by an appraisal by an Independent Appraiser
delivered to the Special Servicer at the expense of the related Mortgagor
and upon which the Special Servicer may conclusively rely) of the property
to be released; or
(iv) in the reasonable, good faith judgment of the Special Servicer,
otherwise materially impair the security for such Loan or reduce the
likelihood of timely payment of amounts due thereon.
Notwithstanding the prior provisions of this Section 3.21(d), and
subject to the Servicing Standard, and further subject to clause (C) of the
first paragraph of, and the entire second paragraph of, Section 3.21(e) and
Section 6.11, following any extensions of the maturity date of a Performing
Serviced Loan that the Master Servicer is permitted to approve pursuant to
Section 3.21(c), the Special Servicer may extend the maturity date of a
Performing Serviced Loan for up to one year (subject to a limit of a total of
four such one-year extensions); provided that the related Mortgagor has failed
to make any Balloon Payment on such Performing Serviced Loan. In connection with
an extension of the maturity date of a Performing Serviced Loan approved by the
Special Servicer in accordance with this subsection (d), the Special Servicer
shall process all requests and related documentation and shall be entitled to
retain 100% of any modification fee or extension fee that is actually paid by
the related Mortgagor. The Special Servicer shall promptly notify the Master
Servicer of any extension granted by the Special Servicer in accordance with
this paragraph.
(e) Notwithstanding Section 3.21(d), but subject to Section 6.11 and
the second paragraph of this Section 3.21(e), the Special Servicer may (i)
reduce the amounts owing under any Specially Serviced Loan by forgiving
principal, accrued interest or any Prepayment Premium or Yield Maintenance
Charge, (ii) reduce the amount of the Monthly Payment on any Specially Serviced
Loan, including by way of a reduction in the related Mortgage Rate, (iii)
forbear in the enforcement of any right granted under any Mortgage Note,
Mortgage or other Loan document relating to a Specially Serviced Loan, (iv)
accept a Principal Prepayment on any Specially Serviced Loan during any Lockout
Period or (v) extend the maturity of any Specially Serviced Loan; provided that
(A) the related Mortgagor is in monetary default or material non-monetary
default with respect to such Specially Serviced Loan or, in the reasonable, good
faith judgment of the Special Servicer, such default is reasonably foreseeable,
(B) in the reasonable, good faith judgment of the Special Servicer, such
modification, extension, waiver or amendment would increase the recovery on such
Specially Serviced Loan to Certificateholders (as a collective whole) or, if a
Loan Group is involved, would increase the recovery on such Loan Group to
Certificateholders and related Companion Loan Noteholders (as a collective
whole), on a present value basis (the relevant discounting of anticipated
collections that will be distributable to the Certificateholders (or, in the
case of the Loan Groups, to Certificateholders and related Companion Loan
Noteholders), to be performed at a rate taking into account the related Mortgage
Rate (or, in the case of a Loan Group, at the weighted average of the Mortgage
Rates for such Loan Group) in each case) and taking into account the risk of
collection, and (C) such modification, extension, waiver or amendment would not
cause an Adverse REMIC Event in respect of either REMIC Pool or any REMIC
created in connection with Companion Loan Securities; and provided, further,
that (i) any modification, extension, waiver or amendment of the payment terms
of a Loan Group shall be structured so as to be consistent with the allocation
and payment priorities set forth in the related Loan documents and the related
Co-Lender Agreement, such that neither the Trust as holder of the related
Mortgage Loan nor the related Companion Loan Noteholders shall gain a priority
over the other such Holder with respect to any payment, which priority is not,
as of the date of the related Co-Lender Agreement, reflected in the related Loan
documents and such Co-Lender Agreement and (ii) any waiver, reduction or
deferral of any particular amount due on any Loan in a Loan Group or reduction
of any Mortgage Rate on any Loan in a Loan Group shall be allocated in the
manner set forth in the related Co-Lender Agreement.
In no event shall the Special Servicer: (i) extend the maturity date
of a Serviced Loan beyond the date that is two years prior to the Rated Final
Distribution Date; (ii) extend the maturity date of any Serviced Loan for more
than five years beyond its Stated Maturity Date; or (iii) if the Serviced Loan
is secured solely or primarily by a Mortgage on the leasehold interest under a
Ground Lease (but not the related fee interest), extend the maturity date of
such Serviced Loan beyond the date which is 20 years (or, to the extent
consistent with the Servicing Standard, giving due consideration to the
remaining term of the Ground Lease, 10 years) prior to the expiration of the
term of such Ground Lease.
The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 3.21(e) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
Master Servicer (and, in the case of a Loan Group, the affected Companion Loan
Noteholders) and describing in reasonable detail the basis for the Special
Servicer's determination. The Special Servicer shall attach to such Officer's
Certificate any information including but not limited to income and expense
statements, rent rolls, property inspection reports and appraisals that support
such determination.
(f) Notwithstanding anything to the contrary in this Agreement,
neither the Master Servicer nor the Special Servicer, as applicable, shall give
any consent, approval or direction regarding the termination of the related
property manager or the designation of any replacement property manager or, if
such Mortgaged Property is hospitality property, give any consent, approval or
direction regarding the termination of the franchise or the designation of a new
franchise, with respect to any Mortgaged Property that secures either (A) the
Companion Loans or (B) a Serviced Loan that has an unpaid principal balance that
is at least equal to the lesser of $20,000,000 and 2% of the then aggregate
principal balance of the Mortgage Pool, unless: (1) the mortgagee is not given
discretion under the terms of the related Loan; or (2) it has received prior
written confirmation from each Rating Agency that such action will not result in
an Adverse Rating Event with respect to the Certificates or any Companion Loan
Securities.
Any party hereto seeking Rating Agency confirmation with respect
to the matters described above shall deliver a Review Package to such Rating
Agency.
(g) Any payment of interest that is deferred pursuant to any
modification, extension, waiver or amendment permitted hereunder, shall not, for
purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Loan, notwithstanding that the terms of such
modification, extension, waiver or amendment so permit. The foregoing shall in
no way limit the Special Servicer's ability to charge and collect from the
Mortgagor costs otherwise collectible under the terms of the related Mortgage
Note.
(h) The Special Servicer or Master Servicer may, as a condition to
granting any request by a Mortgagor for consent, modification, extension, waiver
or indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Loan and, further, by the terms of this Agreement and applicable law,
require that such Mortgagor pay to it (i) as additional servicing compensation,
a reasonable or customary fee for the additional services performed in
connection with such request, provided such fee does not cause a "significant
modification" of the Loan pursuant to Treasury Regulations Sections
1.1001-3(e)(2) or 1.860G-2(b), and (ii) any related costs and expenses incurred
by it. Any such fee that is to be shared by the Master Servicer and the Special
Servicer may not be waived or reduced by either such party without the consent
of the other party. In no event shall the Special Servicer or Master Servicer be
entitled to payment for such fees or expenses unless such payment is collected
from the related Mortgagor.
(i) The Special Servicer, with respect to a Specially Serviced Loan
and with respect to a Performing Serviced Loan as to which the Special Servicer
solely has approved, documented, processed and closed the subject modification,
extension, waiver or amendment, and the Master Servicer, with respect to any
other Serviced Loan, shall each notify the other, any related Sub-Servicers, the
Trustee and, where a Companion Loan is affected, the related Companion Loan
Noteholder, in writing, of any modification, extension, waiver or amendment of
any term of any Loan (including fees charged the Mortgagor) agreed to by it and
the date thereof, and shall deliver to the Trustee or any related Custodian for
deposit in the related Mortgage File (with a copy to be delivered to or retained
by, as applicable, the Master Servicer), an executed counterpart of the
agreement relating to such modification, extension, waiver or amendment promptly
following execution and delivery thereof, to be followed by an original recorded
counterpart promptly following the recordation (and receipt).
(j) To the extent that either the Master Servicer or Special
Servicer waives any Default Charge in respect of any Serviced Loan, whether
pursuant to Section 3.02(a) or this Section 3.21, the respective amounts of
additional servicing compensation payable to the Master Servicer and the Special
Servicer as Net Default Charges out of such Default Charges shall be reduced
proportionately based upon the respective amounts that would have been payable
thereto as Net Default Charges out of such Default Charges if such waiver had
not been granted.
(k) With respect to any Serviced Loan that permits the release of
Mortgaged Properties through defeasance, to the extent permitted under the
related Loan documents, the Master Servicer shall, subject to the next paragraph
and the related Loan documents, (1) notify each Rating Agency, the Trustee, the
Underwriters and the Special Servicer upon receipt of a Mortgagor's notice of
defeasance of such Loan, (2) obtain the written confirmation from each Rating
Agency that the acceptance of a pledge of the Defeasance Collateral will not
result in an Adverse Rating Event with respect to the Certificates or any
Companion Loan Securities, and (3) take such further action as provided in such
Mortgage Note to effectuate such defeasance, including the purchase and
perfection of the Defeasance Collateral on behalf of the Trustee (as mortgagee
of record on behalf of the Certificateholders and, in the case of the Companion
Loans, the related Companion Loan Noteholders. The confirmation described in
clause (2) above shall not be required:
(i) from S&P in the case of a Serviced Loan with an unpaid principal
balance less than or equal to $20,000,000 and constitutes less than 5% of
the aggregate unpaid principal balance of the Mortgage Pool, and is not
then one of the ten largest (measured by unpaid principal balance)
Mortgage Loans in the Mortgage Pool, provided the Master Servicer delivers
to S&P a certification in the form attached hereto as Exhibit L (a
"Defeasance Certificate"); or
(ii) from Xxxxx'x in the case of any Serviced Loan that is not then
one of the ten largest (measured by unpaid principal balance) Mortgage
Loans in the Mortgage Pool and that is not then one of the ten largest
groups (measured by aggregate unpaid principal balance) of Mortgage Loans
with related Mortgagors, provided the Master Servicer delivers to Xxxxx'x
a Defeasance Certificate;
provided that, in the case of (i) or (ii) above, such written confirmation shall
not be required from S&P and/or Xxxxx'x (provided that the Master Servicer
delivers a Defeasance Certificate to the applicable Rating Agency), as
applicable, in the event the subject Mortgage Loan complies with the then
current applicable guidelines set forth by such Rating Agency, or the unpaid
principal balance of such Mortgage Loan, the percentage such Mortgage Loan
constitutes of the Mortgage Pool or the relative size of such Mortgage Loan with
respect to the Mortgage Pool, as applicable, does not exceed the current
applicable threshold for review as set forth by such Rating Agency).
Notwithstanding the foregoing, but subject to the related Loan
documents, the Master Servicer shall not permit a pledge of Defeasance
Collateral under a Defeasance Loan if (i) such defeasance would occur within two
years of the Startup Day, (ii) if the Defeasance Collateral shall not be
Government Securities; (iii) such Defeasance Loan (or any applicable agreement
executed in connection with the related defeasance) provides that the Mortgagor
shall be liable for any shortfalls from such Defeasance Collateral or otherwise
be subject to recourse liability with respect to the Defeasance Loan (except for
any liability that, pursuant to the terms of the related Loan documents,
survives such defeasance), (iv) all costs to be incurred in connection with such
defeasance (including Rating Agency fees, accountants' fees and costs incurred
in connection with any required opinions of counsel) would not be paid by the
related Mortgagor; provided, however, that if the related Loan documents do not
require the Borrower to pay such costs, such costs shall be paid as an
Additional Trust Fund Expense out of the Custodial Account and the Master
Servicer shall provide notice to, and demand payment for such costs from, the
related Mortgage Loan Seller pursuant to Section 5(f) of the related Mortgage
Loan Purchase Agreement, or (v) unless such confirmation is not required
pursuant to the first paragraph of this Section 3.21(k), either Rating Agency
does not confirm in writing to the Master Servicer that the acceptance of a
pledge of the Defeasance Collateral in lieu of a prepayment will not result in
an Adverse Rating Event with respect to the Certificates or any Companion Loan
Securities.
All expenses related to the defeasance of a Defeasance Loan shall be
charged to the related Mortgagor or other responsible party.
Section 3.22 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping.
(a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Loan that had otherwise been a Performing Serviced Loan, and
if the Master Servicer is not also the Special Servicer, the Master Servicer
shall immediately give notice thereof to the Special Servicer and with respect
to any Loan Group to the related Companion Loan Noteholder, and shall deliver a
copy of the related Servicing File, to the Special Servicer and shall use
reasonable efforts to provide the Special Servicer with all information,
documents (or copies thereof) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such
Loan, either in the Master Servicer's or any of its directors', officers',
employees', affiliates' or agents' possession or control or otherwise available
to the Master Servicer without undue burden or expense, and reasonably requested
by the Special Servicer to enable it to assume its functions hereunder with
respect thereto without acting through a Sub-Servicer. The Master Servicer shall
use reasonable efforts to comply with the preceding sentence within five
Business Days of the occurrence of each related Servicing Transfer Event;
provided, however, that if the information, documents and records requested by
the Special Servicer are not contained in the Servicing File, the Master
Servicer shall have such period of time as reasonably necessary to make such
delivery. The Special Servicer may conclusively rely on the Master Servicer's
determination that a Servicing Transfer Event has occurred giving rise to a
Serviced Loan's becoming a Specially Serviced Loan. Neither the Master Servicer
nor the Special Servicer shall be liable or in default hereunder for any
reasonable act or failure to act because of or arising out of the other party's
failure to deliver information, documents or records with respect to any
Specially Serviced Loan in accordance with the requirements hereof.
Upon determining that a Specially Serviced Loan has become a
Corrected Loan, and if the Master Servicer is not also the Special Servicer, the
Special Servicer shall immediately give notice thereof, and shall within five
Business Days of such occurrence return the related Servicing File, together
with any and all new information, documents and records relating to the subject
Loan that were not part of the Servicing File when it was delivered to the
Special Servicer, to the Master Servicer (or such other Person as may be
directed by the Master Servicer) and upon giving such notice, and returning such
Servicing File, to the Master Servicer (or such other Person as may be directed
by the Master Servicer), the Special Servicer's obligation to service such Loan,
and the Special Servicer's right to receive the Special Servicing Fee with
respect to such Loan shall terminate, and the obligations of the Master Servicer
to service and administer such Loan shall resume.
Notwithstanding anything herein to the contrary, in connection with
the transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Mortgage Loan upon its becoming a Corrected Loan, the Master Servicer and the
Special Servicer shall each transfer to the other, as and when applicable, the
servicing of all other Cross-Collateralized Mortgage Loans constituting part of
the same Cross-Collateralized Group; provided that no Cross-Collateralized
Mortgage Loan may become a Corrected Loan at anytime that a continuing Servicing
Transfer Event exists with respect to another Cross-Collateralized Mortgage Loan
in the same Cross-Collateralized Group.
(b) In servicing any Specially Serviced Loans, the Special Servicer
shall provide to the Custodian originals of newly executed documents included
within the definition of "Mortgage File" for inclusion in the related Mortgage
File (with a copy of each such original to the Master Servicer), and shall
provide to the Master Servicer copies of any additional related Loan
information, including correspondence with the related Mortgagor.
(c) Upon request (and to the extent not otherwise already provided
by the Special Servicer pursuant to its reporting obligations hereunder), the
Special Servicer shall deliver to the Master Servicer, the Trustee and each
Rating Agency (or such other Person as may be directed by the Master Servicer) a
statement in writing and in computer readable format (the form of such statement
to be agreed upon by the Master Servicer and the Special Servicer) describing,
on a loan-by-loan and property-by-property basis, (1) insofar as it relates to
Specially Serviced Loans and REO Properties, the information described in
clauses (vi) through (xv) of Section 4.02(a) (with respect to information set
forth in such clauses related to prior Distribution Dates and/or periods, the
Special Servicer may conclusively rely on information furnished to it by the
Master Servicer or the Trustee) and, insofar as it relates to the Special
Servicer, the information described in clauses (xxiv) and (xxx) of Section
4.02(a), (2) the amount of all payments, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each Specially Serviced Loan during the related
Collection Period, and the amount of Insurance Proceeds, Condemnation Proceeds
and Liquidation Proceeds received, and the amount of any Realized Loss incurred,
with respect to each REO Property during the related Collection Period, (3) the
amount, purpose and date of all Servicing Advances made by the Special Servicer
with respect to each Specially Serviced Loan and REO Property during the related
Collection Period, (4) in writing, a brief narrative summary of the status of
each Specially Serviced Loan, (5) the CMSA Special Servicer Loan File and (6)
such additional information relating to the Specially Serviced Loans and REO
Properties as the Master Servicer reasonably requests to enable it to perform
its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Loans and REO
Properties and shall provide the Special Servicer with any information
reasonably available to the Master Servicer required by the Special Servicer to
perform its duties under this Agreement.
Section 3.23 Sub-Servicing Agreements.
(a) The Master Servicer and the Special Servicer (with the consent
of the Controlling Class Directing Holder) may enter into Sub-Servicing
Agreements to provide for the performance by third parties of any or all of
their respective obligations hereunder, provided that in each case, the
Sub-Servicing Agreement:
(i) is consistent with this Agreement in all material respects,
requires the Sub-Servicer to comply with all of the applicable conditions
of this Agreement and, with the exception of Sections 7.01(a)(x), (xi) and
(xii), provides for events of default with respect to the Sub-Servicer
substantially the same as those set forth in Section 7.01 (modified as
necessary to apply to the Sub-Servicer's obligations under the
Sub-Servicing Agreement);
(ii) provides that if the Master Servicer or the Special Servicer,
as the case may be, shall for any reason no longer act in such capacity
hereunder (including by reason of an Event of Default), the Trustee or its
designee may thereupon assume all of the rights and, except to the extent
they arose prior to the date of assumption, obligations of the Master
Servicer or the Special Servicer, as the case may be, under such agreement
or may terminate such Sub-Servicing Agreement without cause and without
payment of any penalty or termination fee (provided, however, that those
Sub-Servicing Agreements in effect as of the Closing Date (or, if being
negotiated as of the Closing Date, in effect within 90 days thereafter)
may only be terminated by the Trustee or its designee as contemplated by
Section 3.23(d) hereof and in such additional manner as is provided in
such Sub-Servicing Agreement);
(iii) provides that the Trustee, for the benefit of the
Certificateholders and, in the case of a Sub-Servicing Agreement relating
to a Loan Group, the related Companion Loan Noteholders, shall each be a
third party beneficiary under such agreement, but that (except to the
extent the Trustee or its designee assumes the obligations of the Master
Servicer or the Special Servicer, as the case may be, thereunder as
contemplated by the immediately preceding clause (ii)) none of the
Trustee, the Trust, any successor Master Servicer, the Special Servicer or
any Companion Loan Noteholder, as the case may be, or any
Certificateholder shall have any duties under such agreement or any
liabilities arising therefrom;
(iv) permits any purchaser of a Serviced Loan pursuant to this
Agreement to terminate such agreement with respect to such purchased
Mortgage Loan at its option and without penalty;
(v) does not permit the Sub-Servicer to enter into or consent to any
modification, extension, waiver or amendment or otherwise take any action
on behalf of the Master Servicer or the Special Servicer contemplated by
Section 3.08, Section 3.09 and Section 3.21 hereof or to foreclose on any
Mortgage without the consent of the Master Servicer or Special Servicer,
as the case may be;
(vi) does not permit the Sub-Servicer any direct rights of
indemnification that may be satisfied out of assets of the Trust Fund;
(vii) each Sub-Servicing Agreement entered into by the Master
Servicer (including any with an effective date on or before the Closing
Date) provides that such agreement shall, with respect to any Serviced
Loan serviced thereunder, terminate at the time such Loan becomes a
Specially Serviced Loan (or, alternatively, be subject to the Special
Servicer's rights to service such Loan for so long as such Loan continues
to be a Specially Serviced Loan); and
(viii) each Sub-Servicing Agreement entered into by the Special
Servicer provides that it relates only to Specially Serviced Loans and
shall terminate with respect to any such Loan which ceases to be a
Specially Serviced Loan.
The Master Servicer and the Special Servicer each shall deliver to
the Trustee and each other copies of all Sub-Servicing Agreements (and, to each
of the Companion Loan Noteholders, copies of any Sub-Servicing Agreement in
respect of the Companion Loans), as well as any amendments thereto and
modifications thereof, entered into by it promptly upon its execution and
delivery of such documents. References in this Agreement to actions taken or to
be taken by the Master Servicer or the Special Servicer include actions taken or
to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special
Servicer, as the case may be; and, in connection therewith, all amounts advanced
by any Sub-Servicer, to the extent required under such Sub-Servicing Agreement,
to satisfy the obligations of the Master Servicer or the Special Servicer
hereunder to make P&I Advances or Servicing Advances shall be deemed to have
been advanced by the Master Servicer or the Special Servicer, as the case may
be, out of its own funds and, accordingly, such P&I Advances or Servicing
Advances shall be recoverable by such Sub-Servicer in the same manner and out of
the same funds as if such Sub-Servicer were the Master Servicer or the Special
Servicer, as the case may be. For so long as they are outstanding, Advances
shall accrue interest in accordance with Sections 3.12(b), 4.03(d) and 4.03A(d),
such interest to be allocable between the Master Servicer or the Special
Servicer, as the case may be, and such Sub-Servicer as they may agree. For
purposes of this Agreement, the Master Servicer and the Special Servicer each
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Master Servicer and the Special Servicer each shall
notify the other, the Trustee, the Depositor, the Controlling Class
Certificateholders, if a Loan Group is affected, the related Companion Loan
Noteholders in writing promptly of the appointment by it of any Sub-Servicer.
(b) Each Sub-Servicer (i) shall be authorized to transact business
in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law, and (ii)
except for any Sub-Servicer that is servicing any of the Mortgage Loans on the
Closing Date, shall be an approved conventional seller/servicer of mortgage
loans for FHLMC or Xxxxxx Mae or a HUD-Approved Servicer.
(c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders and, in the case of the Companion Loans,
also for the benefit of the related Companion Loan Noteholders, shall (at no
expense to the Trustee, the Certificateholders, the Companion Loan Noteholders
or the Trust Fund) monitor the performance and enforce the obligations of their
respective Sub-Servicers under the related Sub-Servicing Agreements. Such
enforcement, including the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Master Servicer or the Special Servicer,
as applicable, in its good faith business judgment, would require were it the
owner of the subject Serviced Loans.
(d) In the event of the resignation, removal or other termination of
the Master Servicer or any successor Master Servicer hereunder for any reason,
the Trustee or other Person succeeding such resigning, removed or terminated
party as Master Servicer, shall elect, with respect to any Sub-Servicing
Agreement in effect as of the Closing Date (or, if being negotiated as of the
Closing Date, in effect within 90 days thereafter) that still exists at the time
of such termination: (i) to assume the rights and obligations of the Master
Servicer under such Sub-Servicing Agreement and continue the sub-servicing
arrangements thereunder on the same terms (including the obligation to pay the
same sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with
such Sub-Servicer on such terms as the Trustee or other successor Master
Servicer and such Sub-Servicer shall mutually agree (it being understood that
such Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer); or (iii) to terminate the Sub-Servicing Agreement if
(but only if) an Event of Default (as defined in such Sub-Servicing Agreement)
has occurred and is continuing, without paying any sub-servicer termination fee,
and in any additional manner provided for in such Sub-Servicing Agreement.
Notwithstanding any other provisions set forth in this Agreement to
the contrary, (i) the Primary Servicer's rights and obligations under the
Primary Servicing Agreement shall expressly survive a termination of the Master
Servicer's servicing rights under this Agreement; provided that the Primary
Servicing Agreement has not been terminated in accordance with its provisions,
(ii) any successor Master Servicer, including, without limitations, the Trustee
(if it assumes the servicing obligations of the terminated Master Servicer)
shall be deemed to automatically assume and agree to each of the then current
Primary Servicing Agreements without further action upon becoming the successor
Master Servicer and (iii) this Agreement may not be modified in any manner which
would increase the obligations or limit the rights of the Primary Servicer under
the Primary Servicing Agreement, without the prior written consent of the
Primary Servicer (which consent shall not be unreasonably withheld).
The Sub-Servicers as to which Sub-Servicing Agreements are in effect
or being negotiated as of the Closing Date are listed on Exhibit K hereto.
(e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and the Companion Loan Noteholders for the performance of
their respective obligations and duties under this Agreement in accordance with
the provisions hereof to the same extent and under the same terms and conditions
as if each alone were servicing and administering the Serviced Loans and/or REO
Properties for which it is responsible.
Section 3.24 Representations and Warranties of the Master Servicer.
(a) The Master Servicer, in such capacity, hereby represents,
warrants and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:
(i) The Master Servicer is a corporation validly existing and in
good standing under the laws of the State of California, and the Master
Servicer is in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to perform its
obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the Master
Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, will not violate the Master Servicer's
organizational documents or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material agreement or other material
instrument to which it is a party or which is applicable to it or any of
its assets.
(iii) The Master Servicer has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the
Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, receivership, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors'
(including bank creditors') rights generally, and (B) general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Master Servicer is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Master Servicer's good faith and
reasonable judgment, is likely to affect materially and adversely either
the ability of the Master Servicer to perform its obligations under this
Agreement or the financial condition of the Master Servicer.
(vi) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened, against the Master Servicer, the outcome
of which, in the Master Servicer's good faith and reasonable judgment,
could reasonably be expected to prohibit the Master Servicer from entering
into this Agreement or materially and adversely affect the ability of the
Master Servicer to perform its obligations under this Agreement.
(vii) No consent, approval, authorization or order, registration,
filing with or notice to any governmental authority or court is required
under federal or state law, for the execution, delivery and performance by
the Master Servicer, or compliance by the Master Servicer with, this
Agreement or the consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, qualifications,
registrations, filings or notices as have been obtained or made and (B)
where the lack of such consent, approval, authorization, qualification,
registration, filing or notice would not have a material adverse effect on
the performance by the Master Servicer under this Agreement; and
(viii) The Master Servicer has errors and omissions insurance
coverage which is in full force and effect and complies with the
requirements of Section 3.07(c) of this Agreement.
(b) The representations and warranties of the Master Servicer set
forth in Section 3.24(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.
(c) Any successor Master Servicer shall be deemed to have made, as
of the date of its succession, each of the representations and warranties set
forth in Section 3.24(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.24(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.
Section 3.25 Representations and Warranties of the Special Servicer.
(a) The Special Servicer, in such capacity, hereby represents,
warrants and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:
(i) The Special Servicer is a corporation validly existing and in
good standing under the laws of the State of California, and the Special
Servicer is in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to perform its
obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the Special
Servicer, and the performance and compliance with the terms of this
Agreement by the Special Servicer, will not violate the Special Servicer's
organizational documents or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material agreement or other material
instrument to which it is a party or which is applicable to it or any of
its assets.
(iii) The Special Servicer has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the
Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) The Special Servicer is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Special Servicer's good faith and
reasonable judgment, is likely to affect materially and adversely either
the ability of the Special Servicer to perform its obligations under this
Agreement or the financial condition of the Special Servicer.
(vi) No litigation is pending or, to the best of the Special
Servicer's knowledge, threatened, against the Special Servicer, the
outcome of which, in the Special Servicer's good faith and reasonable
judgment, could reasonably be expected to prohibit the Special Servicer
from entering into this Agreement or materially and adversely affect the
ability of the Special Servicer to perform its obligations under this
Agreement.
(vii) Any consent, approval, authorization or order of any court or
governmental agency or body required under federal or state law for the
execution, delivery and performance by the Special Servicer of or
compliance by the Special Servicer with this Agreement or the consummation
of the transactions contemplated by this Agreement has been obtained and
is effective except where the lack of consent, approval, authorization or
order would not have a material adverse effect on the performance by the
Special Servicer under this Agreement.
(viii) The Special Servicer possesses all insurance required
pursuant to Section 3.07(c) of this Agreement.
(b) The representations and warranties of the Special Servicer set
forth in Section 3.25(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.
(c) Any successor Special Servicer shall be deemed to have made, as
of the date of its succession, each of the representations and warranties set
forth in Section 3.25(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.25(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.
Section 3.26 Certain Matters Regarding the Purchase of the Loan
Group Trust Mortgage Loans.
If, pursuant to Section 2.03, Section 3.19 and Section 9.01, any
Loan Group Trust Mortgage Loan is purchased or repurchased from the Trust Fund,
the purchaser thereof shall be bound by the terms of the related Co-Lender
Agreement and shall assume the rights and obligations of the holder of the
Mortgage Note that was formerly part of the Trust Fund under the related
Co-Lender Agreement. All portions of the related Mortgage File and other
documents pertaining to such Mortgage Loan shall be endorsed or assigned to the
extent necessary or appropriate to the purchaser of such Mortgage Loan.
Thereafter such Mortgage File shall be held by the holder of such purchased
Mortgage Loan, as applicable, or a custodian appointed thereby for the benefit
of the "Note A Lender" and the "Note B Lender" as their interests appear under
the related Co-Lender Agreement. If the related Servicing File is not already in
the possession of such party, it shall be delivered to the master servicer or
special servicer, as the case may be, under the separate servicing agreement for
the Loan Groups.
Section 3.27 Application of Default Charges.
(a) Any and all Default Charges that are actually collected with
respect to any Mortgage Loan or REO Mortgage Loan in the Mortgage Pool
(excluding any Mortgage Loan that is part of a Loan Group) during any Collection
Period, shall be applied for the following purposes and in the following order,
in each case to the extent of the remaining portion of such Default Charges:
First, to pay to the Fiscal Agent, the Trustee, the Master Servicer
or the Special Servicer, in that order, any interest due and owing to such party
on any outstanding Advances made thereby with respect to the subject Mortgage
Loan or REO Mortgage Loan and reimbursed in the related Collection Period;
Second, to pay any other outstanding expenses (exclusive of Special
Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to the
subject Mortgage Loan or REO Mortgage Loan and that, if paid from a source other
than Default Charges collected with respect to the subject Mortgage Loan, would
constitute Additional Trust Fund Expenses;
Third, to reimburse the Trust for any interest on Advances paid to
the Fiscal Agent, the Trustee, the Master Servicer or the Special Servicer since
the Closing Date with respect to the subject Mortgage Loan or REO Mortgage Loan,
which payment was made from a source other than Default Charges and not
previously reimbursed under this clause Third;
Fourth, to reimburse the Trust for any other Additional Trust Fund
Expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout
Fees) paid since the Closing Date with respect to the subject Mortgage Loan or
REO Mortgage Loan, which payment was made from a source other than Default
Charges and not previously reimbursed under this clause Fourth; and
Fifth, to pay any remaining portion of such Default Charges (such
remaining portion, "Net Default Charges") as additional master servicing
compensation to the Master Servicer, to the extent received, if they were
accrued in respect of a Performing Serviced Loan, or as additional special
servicing compensation to the Special Servicer, to the extent received, if they
were accrued in respect of a Specially Serviced Loan or an REO Mortgage Loan, in
each case pursuant to Section 3.11.
(b) Default Charges applied to reimburse the Trust pursuant to
clauses Third and Fourth, of subsection (a), are intended to be part of the
amounts to be delivered by the Master Servicer to the Trustee pursuant to the
first paragraph of Section 3.04(b) on or before the Master Servicer Remittance
Date next following the Collection Period during which they were received, for
deposit in the Distribution Account, subject to application pursuant to Section
3.05(a) for any items payable out of general collections on the Mortgage Loans
and any REO Properties. Default Charges applied to pay outstanding interest on
Advances to any particular party pursuant to clause First of subsection (a)
shall be applied to pay such party such interest on Advances in such manner that
the interest that accrued first and has been outstanding the longest shall be
paid first. Default Charges applied to pay outstanding expenses pursuant to
clause Second of subsection (a) shall be applied to pay such expenses in the
chronological order in which they were incurred. Default Charges applied to
reimburse the Trust pursuant to clauses Third and Fourth, of subsection (a)
shall be deemed to offset either interest paid on Advances or other Additional
Trust Fund Expenses, depending on which clause is applicable, in the
chronological order in which they were made or incurred, as applicable
(whereupon such interest paid on Advances or such other Additional Trust Fund
Expenses, depending on which clause is applicable, shall thereafter be deemed to
have been paid out of Default Charges).
(c) Any and all Default Charges that are actually collected with
respect to any Serviced Loan Group or any successor REO Loan with respect
thereto during any Collection Period (as allocable thereto pursuant to the
related loan agreement), shall be applied for the following purposes and in the
following order, in each case to the extent of the remaining portion of such
Default Charges:
First, to pay to the Fiscal Agent, the Trustee, the Master Servicer
or the Special Servicer, in that order, any interest due and owing to such party
on any outstanding Servicing Advances made thereby with respect to such Loan
Group or REO Loan or the related Loan Group Mortgaged Property and reimbursed in
the related Collection Period (to be applied with respect to any particular
party in such manner that the interest that accrued first and has been
outstanding the longest shall be paid first);
Second, to pay to the Fiscal Agent, the Trustee or the Master
Servicer, in that order, any interest due and owing to such party on any
outstanding P&I Advances made thereby with respect to such Loan Group or REO
Loan or the related Loan Group Mortgaged Property and reimbursed in the related
Collection Period (to be applied with respect to any particular party in such
manner that the interest that accrued first and has been outstanding the longest
shall be paid first);
Third, to pay any other outstanding expenses (exclusive of Special
Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to such
Loan Group or REO Loan and that, if paid from a source other than such Default
Charges collected with respect to such Loan Group, would constitute Additional
Trust Fund Expenses;
Fourth, to reimburse the Trust or any Companion Loan Noteholder for
any interest on Advances paid to the Fiscal Agent, the Trustee, the Master
Servicer or the Special Servicer since the Closing Date with respect to such
Loan Group or REO Loan, which payment was made from a source other than Default
Charges and not previously reimbursed under this clause Fourth or clause Third
under Section 3.27(a);
Fifth, to reimburse the Trust or any Companion Loan Noteholder for
any other Additional Trust Fund Expenses (exclusive of Special Servicing Fees,
Liquidation Fees and Workout Fees) paid since the Closing Date with respect to
such Loan Group or REO Loan, which payment was made from a source other than
Default Charges and not previously reimbursed under this clause Fifth or clause
Fourth under Section 3.27(a); and
Sixth, to pay any remaining portion of such Default Charges (such
remaining portion, "Net Default Charges") as additional master servicing
compensation to the Master Servicer, to the extent received, if they were
accrued with respect to such Companion Loan during a period that it was a
Performing Serviced Loan, or as additional special servicing compensation to the
Special Servicer, to the extent received, if they were accrued with respect to
such Companion Loan during a period that it was a Specially Serviced Loan or an
REO Loan, in each case pursuant to Section 3.11.
Section 3.28 Limitations on and Authorizations of the Master
Servicer and Special Servicer with Respect to Specific Mortgage Loans.
(a) With respect to any Mortgage Loans that provide for a "cash
trap" provision whereby excess cash in an account controlled by the lender (i)
is not released to the related Mortgagor and (ii) may, at the lender's
discretion, be applied as a prepayment on the Mortgage Loan, the Master Servicer
shall not apply any of such excess cash as prepayment of the related Mortgage
Loan unless the Special Servicer consents.
(b) In the event that a Servicing Advance made by the Master
Servicer, the Special Servicer (if applicable), the Trustee or the Fiscal Agent
with respect to a Serviced Loan Group in accordance with this Agreement becomes
a Nonrecoverable Advance, the Master Servicer (on behalf of the Trust Fund)
shall seek reimbursement from the holders of the related Pari Passu Companion
Loans (including, in the case of a holder that is a securitization trust, from
general funds in the related collection account) for such holder's pro rata
share (based on the principal balance of the applicable Pari Passu Companion
Loan) of such Nonrecoverable Advance, but only to the extent such party is
liable therefore under the terms of the related Co-Lender Agreement. To the
extent that such amounts together with amounts from the Pool Custodial Account
are insufficient to cover the whole Nonrecoverable Advance, the Master Servicer
shall seek reimbursement for the full amount of such Nonrecoverable Advance from
the holders of such Pari Passu Companion Loans (including any securitization
trust) to the extent permitted under the related Co-Lender Agreement (including
reimbursement out of general funds in the collection account established in
connection with a securitization trust); provided that the allocation of such
reimbursements among all holders of Loans in the related Loan Group (including
any holder that is a securitization trust) shall be as nearly as possible pro
rata (based on the principal balance of the related Loans).
Section 3.29 Additional Matters with respect to Mall St. Xxxxxxxx
Mortgage Loan and North Star Mall Mortgage Loan.
(a) In the event that the applicable Mortgage Loan Seller (a
"Repurchasing Seller") with respect to the Mall St. Xxxxxxxx Mortgage Loan or
the North Star Mall Mortgage Loan repurchases its respective Mortgage Note(s) (a
"Repurchased Note"), the provisions of this Section 3.29 shall apply, and each
related Mortgage Loan Seller has agreed in the related Mortgage Loan Purchase
Agreement as follows with respect to the servicing and administration of the
Mall St. Xxxxxxxx Mortgage Loan or the North Star Mall Mortgage Loan, as
applicable, in the event of such a repurchase unless and until such time as both
related Mortgage Notes are repurchased or otherwise no longer part of the Trust,
and the related successor holders thereof have entered into a servicing
agreement with respect to such Mortgage Notes. For purposes of this Section 3.29
and Section 11.09 only, "Mortgage Note" shall mean each original promissory note
that collectively represents the Mortgage Note (as defined in Article I) with
respect to the Mall St. Xxxxxxxx Mortgage Loan or the North Star Mall Mortgage
Loan, respectively, and shall not be a collective reference to such promissory
notes.
(b) Custody of and record title under the Loan documents with
respect to the related Mortgage Loan shall be held exclusively by the Trustee as
provided under this Agreement, except that the Repurchasing Seller shall hold
and retain title to its original Repurchased Note and any related endorsements
thereof.
(i) Payments from the related Mortgagor or any other amounts
received with respect to each Mortgage Note shall be collected as provided
in this Agreement by the Master Servicer and shall be applied on each Due
Date pro rata to each related Mortgage Note based on its respective
Repurchased Percentage Interest, subject to Section 3.29(a)(ii). Payments
or any other amounts received with respect to the related Repurchased Note
shall be held in trust for the benefit of the Repurchasing Seller and
remitted (net of its pro rata share of any Master Servicing Fees, Special
Servicing Fees, and any other amounts due to the Master Servicer or
Special Servicer) to the Repurchasing Seller or its designee by the Master
Servicer on each Distribution Date pursuant to instructions provided by
the Repurchasing Seller and deposited and applied in accordance with this
Agreement, subject to Section 3.29(a)(ii). In the event that such Mortgage
Loan shall becomes an REO Loan, payments or any other amounts received
with respect to such Mortgage Loan shall be collected and shall be applied
on each Due Date pro rata to each related Mortgage Note based on its
respective Repurchased Percentage Interest, subject to Section
3.29(a)(ii).
(ii) In the event that the Master Servicer or the Special Servicer,
as applicable, receives an aggregate payment of less than the aggregate
amount due under such Mortgage Loan at any particular time, the
Repurchasing Seller shall receive from the Master Servicer an amount equal
to the Repurchasing Seller's Repurchased Percentage Interest of such
payment. All expenses, losses and shortfalls relating solely to such
Mortgage Loan including, without limitation, losses of principal or
interest, Nonrecoverable Servicing Advances, interest on Servicing
Advances, Special Servicing Fees, Workout Fees and Liquidation Fees
(including any such fees related to the related Mortgage Notes), will be
allocated between the holders of such Mortgage Notes pro rata based on
their respective Repurchased Percentage Interest of such losses and
expenses. In no event shall any costs, expenses, fees or any other amounts
related to any Loan other than the Mall St. Xxxxxxxx Mortgage Loan or
North Star Mall Mortgage Loan, as applicable, be deducted from payments or
any other amounts received with respect to such Mortgage Loan and payable
to the Repurchasing Seller. For purposes of this Section 3.29,
"Repurchased Percentage Interest" shall mean the 50% interest of the
applicable Mortgage Loan Seller in the related Mortgage Loan.
(iii) Such Mortgage Loan shall be serviced for the benefit of each
Repurchasing Seller and, if applicable, the Certificateholders pursuant to
the terms and conditions of the Agreement in accordance with the Servicing
Standard and in accordance with the provisions herein as if such Loan was
a Serviced Pari Passu Companion Loan. For so long as the Mortgage Loan
shall be serviced by the Master Servicer or the Special Servicer in
accordance with the requirements of the Agreement, the Master Servicer or
the Special Servicer, as applicable, on behalf of the holders thereof
shall administer such Mortgage Loan consistent with the terms of this
Agreement with respect to Serviced Loan Groups. The Repurchasing Seller
shall not be permitted to terminate the Master Servicer or Special
Servicer as servicer or special servicer of the related Repurchased Note.
All rights of the mortgagee under such Mortgage Loan will be exercised by
the Master Servicer or Special Servicer, on behalf of the Trust Fund to
the extent of its interest therein and the Repurchasing Seller in
accordance with this Agreement.
(iv) Such Mortgage Loan shall, consistent with this Agreement, be
serviced as if it were a Serviced Loan Group. Each Repurchasing Seller
shall be treated hereunder as if it were a Companion Loan Noteholder on a
pari passu basis. Funds collected by the Master Servicer or the Special
Servicer, as applicable, and applied to the Mortgage Notes shall be
deposited and disbursed in accordance with the provisions hereof relating
to holders of Companion Loans that are pari passu in right of payment.
Compensation shall be paid to the Master Servicer and the Special Servicer
with respect to the related Repurchased Note as provided in this Agreement
with respect to a Serviced Pari Passu Companion Loan. None of the Trustee,
the Fiscal Agent, the Master Servicer or the Special Servicer shall have
any obligation to make P&I Advances or, so long as no related Mortgage
Note is part of the Trust, a Servicing Advance with respect to the related
Repurchased Note. Except as otherwise specified herein, the Master
Servicer and the Special Servicer shall have no reporting requirement with
respect to the related Repurchased Note other than to deliver to the
related Repurchased Noteholder any document required to be delivered to a
Companion Loan Noteholder hereunder.
(c) If either Mortgage Note is considered a Specially Serviced Loan,
then both Mortgage Notes shall be a Specially Serviced Loan under this
Agreement. The Special Servicer shall cause such related Repurchased Note to be
specially serviced for the benefit of the Repurchasing Seller in accordance with
the terms and provisions set forth in this Agreement and shall be entitled to
any Special Servicing Fee, Workout Fee or Liquidation Fee payable to the Special
Servicer under the Agreement with respect to a Serviced Companion Loan.
(d) If (A) the Master Servicer shall pay any amount to the
Repurchasing Seller pursuant hereto in the belief or expectation that a related
payment has been made or will be received or collected in connection with either
or both of the Mortgage Loans and (B) such related payment is not received or
collected by the Master Servicer, then the Repurchasing Seller will promptly on
demand by the Master Servicer return such amount to the Master Servicer. If the
Master Servicer determines at any time that any amount received or collected by
the Master Servicer in respect of the Mortgage Loans must be returned to the
related Mortgagor or paid to any other person or entity pursuant to any
insolvency law or otherwise, notwithstanding any other provision of this
Agreement, the Master Servicer shall not be required to distribute any portion
thereof to the Repurchasing Seller, and the Repurchasing Seller will promptly on
demand by the Master Servicer repay, which obligation shall survive the
termination of this Agreement, any portion thereof that the Master Servicer
shall have distributed to the Repurchasing Seller, together with interest
thereon at such rate, if any, as the Master Servicer may pay to the related
Mortgagor or such other person or entity with respect thereto.
(e) Subject to this Agreement, the Master Servicer, or the Special
Servicer, as applicable, on behalf of the holders of the Repurchased Note, shall
have the exclusive right and obligation to (i) administer, service and make all
decisions and determinations regarding the Mortgage Loan, and (ii) enforce the
Loan documents as provided hereunder. Without limiting the generality of the
preceding sentence, the Master Servicer, or Special Servicer, as applicable, may
agree to any modification, waiver or amendment of any term of, forgive interest
on and principal of, capitalize interest on, permit the release, addition or
substitution of collateral securing, and/or permit the release of the related
Mortgagor on or any guarantor of any Mortgage Loan it is required to service and
administer hereunder, without the consent of the Repurchasing Seller, subject,
however, to the terms of this Agreement.
(f) In taking or refraining from taking any action permitted
hereunder, the Master Servicer and the Special Servicer shall each be subject to
the same degree of care with respect to the administration and servicing of the
Mortgage Loans as is consistent with this Agreement; and shall only be liable to
the Repurchasing Seller to the extent set forth herein with respect to any
holder of a Serviced Pari Passu Companion Loan.
(g) In the event that the Trustee, the Fiscal Agent, the Master
Servicer or the Special Servicer has made a Servicing Advance with respect to
such Mortgage Loan which would otherwise be reimbursable to such advancing party
under this Agreement, and such Advance is determined to be a Nonrecoverable
Advance, the Repurchasing Seller shall reimburse the Trust in an amount equal to
the Repurchased Percentage Interest of such Nonrecoverable Advance.
Notwithstanding the foregoing, the Repurchasing Seller will not be obligated to
reimburse the Trustee, the Fiscal Agent, the Master Servicer or the Special
Servicer (and amounts due to the Repurchasing Seller shall not be offset) for
Advances or interest thereon or any amounts related to Loans other than such
Mortgage Loan or for P&I Advances or interest thereon with respect to such
Mortgage Loan. To the extent that the Repurchasing Seller reimburses any such
Nonrecoverable Advances and such amounts are subsequently recovered, the
Repurchasing Seller shall receive a reimbursement from such recovery based on
its Repurchased Percentage Interest of such recovery. This reimbursement right
shall not limit the Trustee's, the Fiscal Agent, Master Servicer's or the
Special Servicer's rights to reimbursement under this Agreement. Notwithstanding
anything to the contrary contained herein, the total liability of the
Repurchasing Seller shall not exceed an amount equal to its Repurchased
Percentage Interest.
(h) The Repurchasing Seller shall have the right to assign the
related Repurchased Note; provided that the assignee of the related Repurchased
Note shall agree in writing to be bound by the terms of this Agreement.
(i) The Master Servicer and the Special Servicer shall, in
connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver,
on behalf of the Repurchasing Seller as a holder of a pari passu interest in the
Loan, any and all financing statements, continuation statements and other
documents and instruments necessary to maintain the lien created by any Mortgage
or other security document related to the Mortgage Loans on the Mortgaged
Properties and related collateral, any and all modifications, waivers,
amendments or consents to or with respect to any Loan documents, and any and all
instruments of satisfaction or cancellation, or of full release or discharge,
and all other comparable instruments with respect to the related Repurchased
Note or related Repurchased Notes and the Mortgaged Property or Mortgaged
Properties all in accordance with, and subject to, the terms of this Agreement.
The Repurchasing Seller agrees to furnish, or cause to be furnished, to the
Master Servicer and the Special Servicer any powers of attorney or other
documents necessary or appropriate to enable the Master Servicer or the Special
Servicer, as the case may be, to carry out its servicing and administrative
duties under this Agreement related to such Mortgage Loan; provided, however,
that the Repurchasing Seller shall not be liable, and shall be indemnified by
the Master Servicer or the Special Servicer, as applicable, for any negligence
with respect to, or misuse of, any such power of attorney by the Master Servicer
or the Special Servicer, as the case may be; and further provided that the
Master Servicer or the Special Servicer, without the written consent of the
Repurchasing Seller, shall not initiate any action in the name of the
Repurchasing Seller without indicating its representative capacity or take any
action with the intent to cause and that actually causes, the Repurchasing
Seller to be registered to do business in any state.
Pursuant to the related Mortgage Loan Purchase Agreement, the
Repurchasing Seller is required to deliver to the Master Servicer or the
Special Servicer, as applicable the Loan documents related to the related
Repurchased Note or related Repurchased Notes, as applicable, any Requests
for Release and any court pleadings, requests for trustee's sale or other
documents necessary to the foreclosure or trustee's sale in respect of the
Mortgaged Properties or to any legal action or to enforce any other remedies
or rights provided by the Note(s) or the Mortgage(s) or otherwise available
at law or equity with respect to the related Repurchased Note.
Section 3.30 Additional Matters with respect to the 1370 Avenue of
the Americas Loan Group.
For the avoidance of doubt, it is the intention of the parties
hereto that the following timing requirements shall apply to collections and
reporting with respect to the 1370 Avenue of the Americas Loan Group:
(a) The Primary Servicer or, during a 1370 Avenue of the Americas
Non-Lead Servicing Period, the 1370 Avenue of the Americas Master Servicer shall
deliver to the Master Servicer (with a copy to the Trustee) all distribution
reports required to be provided with respect to the 1370 Avenue of the Americas
Loan Group pursuant to Article III hereof, or with respect to the Primary
Servicer, pursuant to the Primary Servicing Agreement by no later than 11:00
a.m. on the Business Day following the Due Date for the 1370 Avenue of the
Americas Trust Loan in each month. Following receipt of such information from
the Primary Servicer or the 1370 Avenue of the Americas Master Servicer, the
Master Servicer shall update and deliver a revised CMSA Loan Periodic Update
File to the Trustee by no later than 2:00 p.m. on the Master Servicer Remittance
Date in each month.
(b) On the Business Day following the Due Date for the 1370 Avenue
of the Americas Loan Group in each month, the Primary Servicer or during a 1370
Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the
Americas Master Servicer shall forward any collections received with respect to
the 1370 Avenue of the Americas Trust Loan to the Master Servicer by no later
than 1:00 p.m. on the Business Day following the Due Date for the 1370 Avenue of
the Americas Trust Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS
Section 4.01 Distributions.
(a) On each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date, the Trustee shall be deemed to
transfer the Lower-Tier Distribution Amount from the Lower-Tier Distribution
Account to the Upper-Tier Distribution Account in the amounts and priorities set
forth in Section 4.01(i) with respect to each class of Uncertificated Lower-Tier
Interests, and immediately thereafter, shall make distributions of the Available
Distribution Amount from the Upper-Tier Distribution Account in the following
order of priority, satisfying in full, to the extent required and possible, each
priority before making any distribution with respect to any succeeding priority:
(i) concurrently, (A) from that portion of the Sub-Pool 1 Available
Distribution Amount, to the Class A-1, Class A-2, Class A-3, Class A-AB
and Class A-4 Certificates, pro rata (based upon their respective
entitlements to interest for such Distribution Date) up to an amount equal
to all Distributable Certificate Interest for each such Class for such
Distribution Date, and to the extent not previously paid, for all prior
Distribution Dates, (B) from that portion of the Sub-Pool 2 Available
Distribution Amount, to the Class A-1-A Certificates, up to an amount
equal to all Distributable Certificate Interest for such Class for such
Distribution Date, and to the extent not previously paid, for all prior
Distribution Dates and (C) from the entire Available Distribution Amount,
to the Class XP and Class XC Certificates, pro rata (based upon their
respective entitlements to interest for such Distribution Date) up to an
amount equal to all Distributable Certificate Interest for each such Class
for such Distribution Date, and to the extent not previously paid, for all
prior Distribution Dates; provided, however, that if the Available
Distribution Amount for any Distribution Date (or the portion thereof
attributable to any Sub-Pool) is insufficient to pay in full an amount
equal to all Distributable Certificate Interest for each such Class, as
provided above, on such Distribution Date, then the entire Available
Distribution Amount shall be applied to make distributions of interest to
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A,
Class XC and Class XP Certificates of, up to, and pro rata as among such
Classes in accordance with, the respective Distributable Certificate
Interest in respect of such Classes of Certificates for such Distribution
Date;
(ii) (A) prior to the Cross-Over Date,
(1) to distributions of principal to the Holders of the Class A-AB
Certificates, in an amount (not to exceed the amount necessary
to reduce the Class Principal Balance of the Class A-AB
Certificates to the Class A-AB Planned Principal Balance for
such Distribution Date) equal to the entire Sub-Pool 1
Principal Distribution Amount for such Distribution Date and,
after the Class Principal Balance of the Class A-1-A
Certificates has been reduced to zero, the entire Sub-Pool 2
Principal Distribution Amount remaining after making any
distributions required pursuant to clause (7) below on such
Distribution Date;
(2) after the Class Principal Balance of the Class A-AB
Certificates has been reduced to the Class A-AB Planned
Principal Balance, to distributions of principal to the
Holders of the Class A-1 Certificates, in an amount (not to
exceed the Class Principal Balance of the Class A-1
Certificates outstanding immediately prior to such
Distribution Date) equal to the entire Sub-Pool 1 Principal
Distribution Amount and, after the Class Principal Balance of
the Class A-1-A Certificates has been reduced to zero, the
entire Sub-Pool 2 Principal Distribution Amount for such
Distribution Date remaining after making any distributions
required pursuant to clause (7) below on such Distribution
Date, less any portion thereof distributed on such
Distribution Date to the Holders of the Class A-AB
Certificates pursuant to clause (1) above;
(3) after the Class Principal Balance of the Class A-AB
Certificates has been reduced to the Class A-AB Planned
Principal Balance for such Distribution Date and after the
Class Principal Balance of the Class A-1 Certificates has been
reduced to zero, to distributions of principal to the Holders
of the Class A-2 Certificates, in an amount (not to exceed the
Class Principal Balance of the Class A-2 Certificates
outstanding immediately prior to such Distribution Date) equal
to the entire Sub-Pool 1 Principal Distribution Amount and,
after the Class Principal Balance of the Class A-1-A
Certificates has been reduced to zero, the entire Sub-Pool 2
Principal Distribution Amount for such Distribution Date
remaining after making any distributions required pursuant to
clause (7) below on such Distribution Date (in each case, net
of any portion thereof distributed on such Distribution Date
to the Holders of the Class A-AB Certificates and the Class
A-1 Certificates pursuant to clauses (1) and (2) above);
(4) after the Class Principal Balance of the Class A-AB
Certificates has been reduced to the Class A-AB Planned
Principal Balance for such Distribution Date and after the
Class Principal Balances of each of the Class A-1 and Class
A-2 Certificates have been reduced to zero, to distributions
of principal to the Holders of the Class A-3 Certificates, in
an amount (not to exceed the Class Principal Balance of the
Class A-3 Certificates outstanding immediately prior to such
Distribution Date) equal to the entire Sub-Pool 1 Principal
Distribution Amount and, after the Class Principal Balance of
the Class A-1-A Certificates has been reduced to zero, the
entire Sub-Pool 2 Principal Distribution Amount for such
Distribution Date remaining after making any distributions
required pursuant to clause (7) below on such Distribution
Date (in each case, net of any portion thereof distributed on
such Distribution Date to the Holders of the Class A-AB, Class
A-1 and Class A-2 Certificates pursuant to clauses (1), (2)
and (3) above);
(5) after the Class Principal Balance of the Class A-AB
Certificates has been reduced to the Class A-AB Planned
Principal Balance for such Distribution Date and after the
Class Principal Balances of each of the Class A-1, Class A-2
and Class A-3 Certificates have been reduced to zero, to
distributions of principal to the Holders of the Class A-AB
Certificates, in an amount (not to exceed the Class Principal
Balance of the Class A-AB Certificates outstanding immediately
prior to such Distribution Date) equal to the entire Sub-Pool
1 Principal Distribution Amount and, after the Class Principal
Balance of the Class A-1-A Certificates has been reduced to
zero, the entire Sub-Pool 2 Principal Distribution Amount for
such Distribution Date remaining after making any
distributions required pursuant to clause (7) below on such
Distribution Date (in each case, net of any portion thereof
distributed on such Distribution Date to the Holders of the
Class A-AB, Class A-1, Class A-2 and Class A-3 Certificates
pursuant to clauses (1), (2), (3) and (4) above);
(6) after the Class Principal Balances of the Class A-1, Class
A-2, Class A-3 and Class A-AB Certificates have been reduced
to zero, to distributions of principal to the holders of the
Class A-4 Certificates, in an amount (not to exceed the Class
Principal Balance of the Class A-4 Certificates outstanding
immediately prior to such Distribution Date) equal to the
entire Sub-Pool 1 Principal Distribution Amount and, after the
Class Principal Balance of the Class A-1-A Certificates has
been reduced to zero, the entire Sub-Pool 2 Principal
Distribution Amount for such Distribution Date remaining after
making any distributions required pursuant to clause (7) below
on such Distribution Date (in each case, net of any portion
thereof distributed on such Distribution Date to the Holders
of the Class A-AB, Class A-1, Class A-2 and Class A-3
Certificates pursuant to clauses (1), (2), (3), (4) and (5)
above;
(7) to distributions of principal to the Holders of the Class
A-1-A Certificates, in an amount (not to exceed the Class
Principal Balance of the Class A-1-A Certificates outstanding
immediately prior to such Distribution Date) equal to the
entire Sub-Pool 2 Principal Distribution Amount and, after the
Class Principal Balances of the Class A-1, Class A-2, Class
A-3, Class A-AB and Class A-4 Certificates have been reduced
to zero, the entire Sub-Pool 1 Principal Distribution Amount
for such Distribution Date remaining after making any
distributions required pursuant to clauses (1), (2), (3), (4),
(5) and (6) above on such Distribution Date; and
(B) on or after the Cross-Over Date, to distributions of
principal to the Holders of the Class A-1, Class X-0, Xxxxx X-0,
Class A-AB, Class A-4 and Class A-1-A Certificates, pro rata, (based
upon their respective outstanding Class Principal Balances) in an
amount (not to exceed the aggregate Class Principal Balances of the
Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4 and Class
A-1-A Certificates outstanding immediately prior to such
Distribution Date) equal to the Adjusted Principal Distribution
Amount for such Distribution Date until their respective outstanding
Class Principal Balances have been reduced to zero;
(iii) to distributions to the Holders of the Class A-1 Certificates,
the Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB
Certificates, the Class A-4 Certificates and the Class A-1-A Certificates,
pro rata, as among such Classes, in accordance with, in an amount equal
to, and in reimbursement of, all Realized Losses and Additional Trust Fund
Expenses, if any, previously allocated to each such Class of Certificates
and not previously reimbursed;
(iv) to distributions of interest to the Holders of the Class A-J
Certificates in an amount equal to all Distributable Certificate Interest
in respect of such Class of Certificates for such Distribution Date and,
to the extent not previously paid, for all prior Distribution Dates;
(v) after the Class Principal Balances of the Class A-1
Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the
Class A-AB Certificates, the Class A-4 Certificates and the Class A-1-A
Certificates have been reduced to zero, to distributions of principal to
the Holders of the Class A-J Certificates, in an amount (not to exceed the
Class Principal Balance of the Class A-J Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Certificates pursuant to any prior clause of this
Section 4.01(a));
(vi) to distributions to the Holders of the Class A-J Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
A-J Certificates and not previously reimbursed;
(vii) to distributions of interest to the Holders of the Class B
Certificates in an amount equal to all Distributable Certificate Interest
in respect of such Class of Certificates for such Distribution Date and,
to the extent not previously paid, for all prior Distribution Dates;
(viii) after the Class Principal Balance of the Class A-J
Certificates has been reduced to zero, to distributions of principal to
the Holders of the Class B Certificates, in an amount (not to exceed the
Class Principal Balance of the Class B Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal
Distribution Amount for such Distribution Date (net of any portion thereof
distributed on such Distribution Date to the Holders of any other Class of
Certificates pursuant to any prior clause of this Section 4.01(a));
(ix) to make distributions to the Holders of the Class B
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(x) to make distributions of interest to the Holders of the Class C
Certificates, up to an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such Distribution
Date and, to the extent not previously paid, for all prior Distribution
Dates, if any;
(xi) after the Class Principal Balance of the Class B Certificates
has been reduced to zero, to make distributions of principal to the
Holders of the Class C Certificates, up to an amount (not to exceed the
Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(a));
(xii) to make distributions to the Holders of the Class C
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xiii) to make distributions of interest to the Holders of the Class
D Certificates, up to an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such Distribution
Date and, to the extent not previously paid, for all prior Distribution
Dates, if any;
(xiv) after the Class Principal Balance of the Class C Certificates
has been reduced to zero, to make distributions of principal to the
Holders of the Class D Certificates, up to an amount (not to exceed the
Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(a));
(xv) to make distributions to the Holders of the Class D
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xvi) to make distributions of interest to the Holders of the Class
E Certificates, up to an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such Distribution
Date and, to the extent not previously paid, for all prior Distribution
Dates, if any;
(xvii) after the Class Principal Balance of the Class D Certificates
has been reduced to zero, to make distributions of principal to the
Holders of the Class E Certificates, up to an amount (not to exceed the
Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(a));
(xviii) to make distributions to the Holders of the Class E
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xix) to make distributions of interest to the Holders of the Class
F Certificates, up to an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such Distribution
Date and, to the extent not previously paid, for all prior Distribution
Dates, if any;
(xx) after the Class Principal Balance of the Class E Certificates
has been reduced to zero, to make distributions of principal to the
Holders of the Class F Certificates, up to an amount (not to exceed the
Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(a));
(xxi) to make distributions to the Holders of the Class F
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xxii) to make distributions of interest to the Holders of the Class
G Certificates, up to an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such Distribution
Date and, to the extent not previously paid, for all prior Distribution
Dates, if any;
(xxiii) after the Class Principal Balance of the Class F
Certificates has been reduced to zero, to make distributions of principal
to the Holders of the Class G Certificates, up to an amount (not to exceed
the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(b));
(xxiv) to make distributions to the Holders of the Class G
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xxv) to make distributions of interest to the Holders of the Class
H Certificates, up to an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such Distribution
Date and, to the extent not previously paid, for all prior Distribution
Dates, if any;
(xxvi) after the Class Principal Balance of the Class G Certificates
has been reduced to zero, to make distributions of principal to the
Holders of the Class H Certificates, up to an amount (not to exceed the
Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(a));
(xxvii) to make distributions to the Holders of the Class H
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xxviii) to make distributions of interest to the Holders of the
Class J Certificates, up to an amount equal to all Distributable
Certificate Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, if any;
(xxix) after the Class Principal Balance of the Class H Certificates
has been reduced to zero, to make distributions of principal to the
Holders of the Class J Certificates, up to an amount (not to exceed the
Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(a));
(xxx) to make distributions to the Holders of the Class J
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xxxi) to make distributions of interest to the Holders of the Class
K Certificates, up to an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such Distribution
Date and, to the extent not previously paid, for all prior Distribution
Dates, if any;
(xxxii) after the Class Principal Balance of the Class J
Certificates has been reduced to zero, to make distributions of principal
to the Holders of the Class K Certificates, up to an amount (not to exceed
the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(a));
(xxxiii) to make distributions to the Holders of the Class K
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xxxiv) to make distributions of interest to the Holders of the
Class L Certificates, up to an amount equal to all Distributable
Certificate Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, if any;
(xxxv) after the Class Principal Balance of the Class K Certificates
has been reduced to zero, to make distributions of principal to the
Holders of the Class L Certificates, up to an amount (not to exceed the
Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(a));
(xxxvi) to make distributions to the Holders of the Class L
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xxxvii) to make distributions of interest to the Holders of the
Class M Certificates, up to an amount equal to all Distributable
Certificate Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, if any;
(xxxviii) after the Class Principal Balance of the Class L
Certificates has been reduced to zero, to make distributions of principal
to the Holders of the Class M Certificates, up to an amount (not to exceed
the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(b));
(xxxix) to make distributions to the Holders of the Class M
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xl) to make distributions of interest to the Holders of the Class N
Certificates, up to an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such Distribution
Date and, to the extent not previously paid, for all prior Distribution
Dates, if any;
(xli) after the Class Principal Balance of the Class M Certificates
has been reduced to zero, to make distributions of principal to the
Holders of the Class N Certificates, up to an amount (not to exceed the
Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(a));
(xlii) to make distributions to the Holders of the Class N
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xliii) to make distributions of interest to the Holders of the
Class O Certificates, up to an amount equal to all Distributable
Certificate Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, if any;
(xliv) after the Class Principal Balance of the Class N Certificates
has been reduced to zero, to make distributions of principal to the
Holders of the Class O Certificates, up to an amount (not to exceed the
Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(a));
(xlv) to make distributions to the Holders of the Class O
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xlvi) to make distributions of interest to the Holders of the Class
P Certificates, up to an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such Distribution
Date and, to the extent not previously paid, for all prior Distribution
Dates, if any;
(xlvii) after the Class Principal Balance of the Class O
Certificates has been reduced to zero, to make distributions of principal
to the Holders of the Class P Certificates, up to an amount (not to exceed
the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Adjusted
Principal Distribution Amount for such Distribution Date (net of any
portion thereof distributed on such Distribution Date to the Holders of
any other Class of Principal Balance Certificates pursuant to any prior
clause of this Section 4.01(a));
(xlviii) to make distributions to the Holders of the Class P
Certificates, up to an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to such Class of Certificates pursuant to Section 4.04(a) and
not previously reimbursed;
(xlix) to the Holders of the Class R-II Certificates, the amount, if
any, of the Available Distribution Amount remaining in the Upper-Tier
Distribution Account with respect to such Distribution Date.
All distributions of interest made in respect of the Class XC and
Class XP Certificates on any Distribution Date pursuant to clause (i) above,
shall be deemed to have been made in respect of all the Components of such
Class, pro rata in accordance with the respective amounts of interest that would
be payable on such Components on such Distribution Date based on the Class XC
Strip Rate and Class XP Strip Rate, as applicable, of such Component multiplied
by its Component Notional Amount, less an allocable portion of any Net Aggregate
Prepayment Interest Shortfall, together with any amounts thereof remaining
unpaid from previous Distribution Dates.
(b) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the Upper-Tier Distribution Account that represent Net
Prepayment Consideration actually collected on Mortgage Loans or REO Mortgage
Loans during the related Collection Period and remitted in respect of the
Uncertificated Lower-Tier Interests pursuant to Section 4.01(j), and shall
distribute such amounts to the Holders of each of the Class A-1, Class X-0,
Xxxxx X-0, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G and Class H Certificates entitled to
distributions of principal pursuant to Section 4.01(a) on such Distribution
Date, up to an amount equal to, and pro rata based on, the respective Prepayment
Consideration Entitlements for such Classes of Certificates for such
Distribution Date.
Any Net Prepayment Consideration not otherwise distributed in
respect of the Principal Balance Certificates pursuant to the foregoing
paragraph of this Section 4.01(b) shall be distributed (x) prior to the
Distribution Date in March 2012, 5% to the Holders of the Class XP Certificates
and 95% to the Holders of the Class XC Certificates and (y) on or after the
Distribution Date in March 2012, 100% to the Holders of the Class XC
Certificates.
(c) Reserved.
(d) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated pro rata among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Except as otherwise provided below, all such distributions with
respect to each Class on each Distribution Date shall be made to the
Certificateholders of the respective Class of record at the close of business on
the related Record Date and shall be made by wire transfer of immediately
available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to (or, in the case of the initial Distribution Date, on) the related
Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise by check mailed
to the address of such Certificateholder as it appears in the Certificate
Register. The final distribution on each Certificate (determined, in the case of
a Principal Balance Certificate, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Certificate pursuant to Section 4.04(a)) will be made in a
like manner, but only upon presentation and surrender of such Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution. Prior to any
termination of the Trust Fund pursuant to Section 9.01, any distribution that is
to be made with respect to a Certificate in reimbursement of a Realized Loss or
Additional Trust Fund Expense previously allocated thereto, which reimbursement
is to occur after the date on which such Certificate is surrendered as
contemplated by the preceding sentence, will be made by check mailed to the
address of the Certificateholder that surrendered such Certificate as such
address last appeared in the Certificate Register or to any other address of
which the Trustee was subsequently notified in writing. If such check is
returned to the Trustee, then the Trustee, directly or through an agent, shall
take such reasonable steps to contact the related Holder and deliver such check
as it shall deem appropriate. Any funds in respect of a check returned to the
Trustee shall be set aside by the Trustee and held uninvested in trust and
credited to the account of the appropriate Holder. The costs and expenses of
locating the appropriate Holder and holding such funds shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If the Trustee has not, after having taken such
reasonable steps, located the related Holder by the second anniversary of the
initial sending of a check, the Trustee shall, subject to applicable law,
distribute the unclaimed funds to the Class R-II Certificateholders.
(e) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Trustee and the Depositor shall perform their respective
obligations under each Letter of Representations among the Depositor, the
Trustee and the initial Depository dated as of the Closing Date and pertaining
to the Book-Entry Certificates.
(f) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund with respect to the Certificates, and all
rights and interests of the Certificateholders in and to such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates with respect to amounts properly
previously distributed on the Certificates.
(g) Except as otherwise provided in Section 9.01, whenever the
Trustee receives written notification of or expects that the final distribution
with respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Class of Certificates pursuant to Section 4.04(a)) will be
made on the next Distribution Date, the Trustee shall, no later than the second
Business Day prior to such Distribution Date, mail to each Holder of record of
such Class of Certificates on such date a notice to the effect that:
(i) the Trustee expects that the final distribution with respect to
such Class of Certificates will be made on such Distribution Date but only
upon presentation and surrender of such Certificates at the office of the
Certificate Registrar or at such other location therein specified, and
(ii) no interest shall accrue on such Certificates from and after
the end of the Interest Accrual Period for such Distribution Date.
Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such non-tendering
Certificateholders following the first anniversary of the delivery of such
second notice thereto shall be paid out of such funds. No interest shall accrue
or be payable to any former Holder on any amount held in trust pursuant to this
paragraph. If all of the Certificates as to which notice has been given pursuant
to this Section 4.01(g) shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Trustee shall,
subject to applicable law, distribute to the Class R-II Certificateholders all
unclaimed funds and other assets which remain subject thereto.
(h) Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.
(i) During each Interest Accrual Period, each Uncertificated
Lower-Tier Interest shall accrue interest in an amount equal to the product of
the Uncertificated Principal Balance of each such Uncertificated Lower-Tier
Interest and the Weighted Average Net Mortgage Rate. On each Distribution Date,
each Uncertificated Lower-Tier Interest shall be deemed to receive distributions
in respect of interest in an amount equal to the Distributable Certificate
Interest for such Distribution Date (and, to the extent not previously paid, for
all prior Distribution Dates, if any) in respect of its Corresponding
Certificate, in each case allocable among the Corresponding Uncertificated
Lower-Tier Interests, pro rata (except as set forth below), and the portion of
the Distributable Certificate Interest for such Distribution Date (and, to the
extent not previously paid, for all prior Distribution Dates, if any) of the
Class XC and Class XP Certificates that is attributable to the Corresponding
Component of such Uncertificated Lower-Tier Interest, in each case to the extent
actually distributable thereon as provided in Section 4.01(a).
All distributions made in respect of any Class of Principal Balance
Certificates on each Distribution Date pursuant to Section 4.01(a) or Section
9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to
the Upper-Tier REMIC in respect of its Corresponding Uncertificated Lower-Tier
Interest set forth in the Preliminary Statement hereto; provided, however, that
distributions of principal:
(i) with respect to the Class A-1 Certificates, shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Class LA-1-1 Interest; and second, to the Class
LA-1-2 Interest; in each case, until their respective Uncertificated
Principal Balances are reduced to zero;
(ii) with respect to the Class A-2 Certificates, shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Class LA-2-1 Interest; second, to the Class LA-2-2
Interest; third, to the Class LA-2-3 Interest; fourth, to the Class LA-2-4
Interest; fifth, to the Class LA-2-5 Interest; sixth, to the Class LA-2-6
Interest; and seventh, to the Class LA-2-7 Interest; in each case, until
their respective Uncertificated Principal Balances are reduced to zero;
(iii) with respect to the Class A-3 Certificates, shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Class LA-3-1 Interest; second, to the Class LA-3-2
Interest; third, to the Class LA-3-3 Interest; fourth, to the Class LA-3-4
Interest; and fifth, to the Class LA-3-5 Interest; in each case, until
their respective Uncertificated Principal Balances are reduced to zero;
(iv) with respect to the Class A-AB Certificates, shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Class LA-AB-1 Interest; second, to the Class
LA-AB-2 Interest; third, to the Class LA-AB-3 Interest; fourth, to the
Class LA-AB-4 Interest; and fifth, to the Class LA-AB-5 Interest; in each
case, until their respective Uncertificated Principal Balances are reduced
to zero;
(v) with respect to the Class A-4 Certificates, shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Class LA-4-1 Interest; and second, to the Class
LA-4-2 Interest; in each case, until their respective Uncertificated
Principal Balances are reduced to zero;
(vi) with respect to the Class A-1-A Certificates, shall be deemed
to have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Class LA-1-A-1 Interest; second, to the Class
LA-1-A-2 Interest; third, to the Class LA-1-A-3 Interest; fourth, to the
Class LA-1-A-4 Interest; fifth, to the Class LA-1-A-5 Interest; sixth, to
the Class LA-1-A-6 Interest; seventh, to the Class LA-1-A-7 Interest;
eighth, to the Class LA-1-A-8 Interest; ninth, to the Class LA-1-A-9
Interest; tenth, to the Class LA-1-A-10 Interest; eleventh, to the Class
LA-1-A-11 Interest; twelfth, to the Class LA-1-A-12 Interest; and
thirteenth, to the Class LA-1-A-13 Interest; in each case, until their
respective Uncertificated Principal Balances are reduced to zero;
(vii) with respect to the Class D Certificates, shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Class LD-1 Interest; second, to the Class LD-2
Interest; third, to the Class LD-3 Interest; fourth, to the Class LD-4
Interest; and fifth, to the Class LD-5 Interest; in each case, until their
respective Uncertificated Principal Balances are reduced to zero;
(viii) with respect to the Class E Certificates, shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Class LE-1 Interest; and second, to the Class LE-2
Interest; in each case, until their respective Uncertificated Principal
Balances are reduced to zero;
(ix) with respect to the Class F Certificates, shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Class LF-1 Interest; second, to the Class LF-2
Interest; and third, to the Class LF-3 Interest; in each case, until their
respective Uncertificated Principal Balances are reduced to zero;
(x) with respect to the Class G Certificates, shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Class LG-1 Interest; and second, to the Class LG-2
Interest; in each case, until their respective Uncertificated Principal
Balances are reduced to zero;
(xi) with respect to the Class H Certificates, shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Class LH-1 Interest; and second, to the Class LH-2
Interest; in each case, until their respective Uncertificated Principal
Balances are reduced to zero; and
(xii) with respect to the Class K Certificates, shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Class LK-1 Interest; and second, to the Class LK-2
Interest; in each case, until their respective Uncertificated Principal
Balances are reduced to zero.
All distributions made in respect of the Class XC and Class XP
Certificates on each Distribution Date pursuant to Section 4.01(a) or Section
9.01, and allocable to any particular Component of such Class of Certificates in
accordance with the penultimate paragraph of Section 4.01(a), shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in
respect of such Component's Corresponding Uncertificated Lower-Tier Interest.
All distributions of reimbursements of Realized Losses and Additional Trust Fund
Expenses made in respect of any Class of Principal Balance Certificates on each
Distribution Date pursuant to Section 4.01(a) shall be deemed to have first been
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its
Corresponding Uncertificated Lower-Tier Interests set forth in the Preliminary
Statement hereto; provided, however, that distributions of reimbursements of
Realized Losses and Additional Trust Fund Expenses shall be made in reverse
sequential order of the priority set forth in this Section 4.01(i) for principal
distributions, up to the amount of Realized Losses and Additional Trust Fund
Expenses previously allocated to a particular Class of Uncertificated Lower-Tier
Interests.
(j) On each Distribution Date, the Trustee shall withdraw from the
Lower-Tier Distribution Account an aggregate amount equal to all Net Prepayment
Consideration actually collected on the Mortgage Loans or any REO Mortgage Loans
during the related Collection Period and shall distribute such amount in respect
of the Class LA-1-1 Interest by depositing such amount in the Upper-Tier
Distribution Account (notwithstanding that all principal and interest
distributable with respect to the Class LA-1-1 Interest has been paid in full).
(k) Any amount that remains in the Lower-Tier Distribution Account
on each Distribution Date after distribution of the Lower-Tier Distribution
Amount and any Net Prepayment Consideration, shall be distributed to the Holders
of the Class R-I Certificates.
(l) On the final Master Servicer Remittance Date, the Master
Servicer shall withdraw from the Pool Custodial Account and deliver to the
Trustee who shall distribute to the Mortgage Loan Sellers, any Loss of Value
Payments transferred from the Loss of Value Reserve Fund to the Pool Custodial
Account on the immediately preceding Master Servicer Remittance Date in
accordance with Section 3.05B, to the extent not otherwise included in the
Available Distribution Amount for the final Distribution Date.
Section 4.02 Statements to Certificateholders; CMSA Loan Periodic
Update File.
(a) On each Distribution Date, the Trustee shall provide or make
available electronically to the Depositor, the Underwriters, the Master
Servicer, the Special Servicer, the Controlling Class Directing Holder, each
Rating Agency, the Holders of each Class of Certificates and, upon their written
request to the Trustee, any Certificate Owners of the Book-Entry Certificates as
may be identified to the reasonable satisfaction of the Trustee, a statement,
substantially in the form attached hereto as Exhibit B (a "Distribution Date
Statement"), which shall also include the CMSA Bond Level File and the CMSA
Collateral Summary File, based on information provided to it by the Master
Servicer and/or the Special Servicer, setting forth, without limitation:
(i) the amount of the distribution on such Distribution Date to the
Holders of each Class of Principal Balance Certificates in reduction of
the Class Principal Balance thereof;
(ii) the amount of the distribution on such Distribution Date to the
Holders of each Class of Regular Interest Certificates allocable to
Distributable Certificate Interest;
(iii) the amount of the distribution on such Distribution Date to
the Holders of each Class of Regular Interest Certificates allocable to
Prepayment Premiums and Yield Maintenance Charges, respectively;
(iv) the amount of the distribution on such Distribution Date to the
Holders of each Class of Principal Balance Certificates in reimbursement
of previously allocated Realized Losses and Additional Trust Fund
Expenses; (v) the Available Distribution Amount, Sub-Pool 1 Available
Distribution Amount and Sub-Pool 2 Available Distribution Amount for such
Distribution Date;
(vi) the aggregate amount of P&I Advances made in respect of the
Mortgage Pool for the prior Distribution Date pursuant to Section 4.03(a)
and/or Section 4.03A(a);
(vii) (A) the aggregate amount of xxxxxxxxxxxx X&X Advances that had
been outstanding with respect to the Mortgage Pool at the close of
business on the related Determination Date and the aggregate amount of any
interest accrued and payable to the Master Servicer, the Trustee or the
Fiscal Agent in respect of such xxxxxxxxxxxx X&X Advances in accordance
with Section 4.03(d) or 4.03A(d) as of the close of business on such
Determination Date and (B) the aggregate amount of unreimbursed Servicing
Advances that had been outstanding with respect to the Mortgage Pool as of
the close of business on the related Determination Date and the aggregate
amount of interest accrued and payable to the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent in respect of such unreimbursed
Servicing Advances in accordance with Section 3.12(b) as of the close of
business on such related Determination Date;
(viii) the aggregate unpaid principal balance of the Mortgage Pool
outstanding as of the close of business on the related Determination Date
and the aggregate Stated Principal Balance of the Mortgage Pool
outstanding immediately before and immediately after such Distribution
Date;
(ix) the number, aggregate unpaid principal balance, weighted
average remaining term to maturity and weighted average Mortgage Rate of
the Mortgage Loans (other than REO Loans) as of the close of business on
the related Determination Date;
(x) the number, aggregate unpaid principal balance (as of the close
of business on the related Determination Date and aggregate Stated
Principal Balance (immediately after such Distribution Date) of Mortgage
Loans (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C)
delinquent 90 or more days, (D) as to which foreclosure proceedings have
been commenced, and (E) as to which, to the knowledge of the Master
Servicer or the Special Servicer, as applicable, bankruptcy proceedings
have commenced in respect of the related Mortgagor;
(xi) as to each Mortgage Loan referred to in the preceding clause
(x) above, (A) the loan number thereof, (B) the Stated Principal Balance
thereof immediately following such Distribution Date and (C) whether the
delinquency is in respect of its Balloon Payment;
(xii) with respect to any Mortgage Loan as to which a Liquidation
Event occurred during the related Collection Period (other than a payment
in full), (A) the loan number thereof, (B) the nature of the Liquidation
Event and, in the case of a Final Recovery Determination, a brief
description of the basis for such Final Recovery Determination, (C) the
aggregate of all Liquidation Proceeds and other amounts received in
connection with such Liquidation Event (separately identifying the portion
thereof allocable to distributions on the Certificates), and (D) the
amount of any Realized Loss in connection with such Liquidation Event;
(xiii) with respect to any REO Property that was included in the
Trust Fund as of the close of business on the related Determination Date,
the loan number of the related Mortgage Loan, the book value of such REO
Property and the amount of REO Revenues and other amounts, if any,
received with respect to such REO Property during the related Collection
Period (separately identifying the portion thereof allocable to
distributions on the Certificates) and, if available, the Appraised Value
of such REO Property as expressed in the most recent appraisal thereof and
the date of such appraisal;
(xiv) with respect to any Mortgage Loan as to which the related
Mortgaged Property became an REO Property during the related Collection
Period, the loan number of such Mortgage Loan and the Stated Principal
Balance of such Mortgage Loan as of the related Acquisition Date;
(xv) with respect to any REO Property included in the Trust Fund as
to which a Final Recovery Determination was made during the related
Collection Period, (A) the loan number of the related Mortgage Loan, (B) a
brief description of the basis for the Final Recovery Determination, (C)
the aggregate of all Liquidation Proceeds and other amounts received with
respect to such REO Property during the related Collection Period
(separately identifying the portion thereof allocable to distributions on
the Certificates), (D) the amount of any Realized Loss in respect of the
related REO Loan in connection with such Final Recovery Determination and
(E), if available, the Appraised Value of such REO Property as expressed
in the most recent appraisal thereof and the date of such appraisal;
(xvi) the Distributable Certificate Interest and Accrued Certificate
Interest in respect of each Class of Regular Interest Certificates for
such Distribution Date or the related Interest Accrual Period, as
applicable;
(xvii) any unpaid Distributable Certificate Interest in respect of
each Class of Regular Interest Certificates after giving effect to the
distributions made on such Distribution Date, and if the full amount of
the Principal Distribution Amount was not distributed on such Distribution
Date, the portion of the shortfall affecting each Class of Principal
Balance Certificates;
(xviii) the Pass-Through Rate for each Class of Regular Interest
Certificates for such Distribution Date;
(xix) the Principal Distribution Amount for such Distribution Date
(and, in the case of any Principal Prepayment or other unscheduled
collection of principal received during the related Collection Period, the
loan number for the related Mortgage Loan and the amount of such
prepayment or other collection of principal);
(xx) the aggregate of all Realized Losses incurred during the
related Collection Period and from the Closing Date and all Additional
Trust Fund Expenses (with a description thereof) incurred during the
related Collection Period and from the Closing Date;
(xxi) the aggregate of all Realized Losses and Additional Trust Fund
Expenses that remain unallocated immediately following such Distribution
Date;
(xxii) the Class Principal Balance of each Class of Principal
Balance Certificates and the Notional Amount of each Class of the Class X
Certificates, outstanding immediately before and immediately after such
Distribution Date, separately identifying any reduction therein due to the
allocation of Realized Losses and Additional Trust Fund Expenses on such
Distribution Date;
(xxiii) the Certificate Factor for each Class of Regular Interest
Certificates immediately following such Distribution Date;
(xxiv) the aggregate amount of any interest on Advances in respect
of the Mortgage Pool paid to the Master Servicer, the Special Servicer,
the Trustee and the Fiscal Agent during the related Collection Period in
accordance with Section 3.12(b), Section 4.03(d) and/or Section 4.03A(d);
(xxv) (A) the loan number for each Required Appraisal Loan and any
related Appraisal Reduction Amount (including an itemized calculation
thereof) as of the related Determination Date and (B) the aggregate
Appraisal Reduction Amount for all Required Appraisal Loans as of the
related Determination Date;
(xxvi) on a cumulative basis from the Cut-off Date, the number,
aggregate Stated Principal Balance immediately after such Distribution
Date (in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date
Balance (in the case of subclauses (C) and (D)), weighted average
extension period (except in the case of subclause (B) and which shall be
zero in the case of subclause (C)), and weighted average anticipated
extension period (in the case of subclause (B)) of Mortgage Loans (A) as
to which the maturity dates have been extended, (B) as to which the
maturity dates are in the process of being extended, (C) that have paid
off and were never extended, (D) as to which the maturity dates had
previously been extended and have paid off and (E) as to which the
maturity dates had been previously extended and are in the process of
being further extended;
(xxvii) the original and then current credit support levels for each
Class of Regular Interest Certificates;
(xxviii) the original and then current ratings, if any, for each
Class of Regular Interest Certificates;
(xxix) the aggregate amount of Prepayment Premiums and Yield
Maintenance Charges collected (A) during the related Collection Period and
(B) since the Closing Date;
(xxx) (A) the aggregate amount of servicing compensation in respect
of the Mortgage Pool (separately identifying the amount of each category
of compensation) paid to the Master Servicer, the Special Servicer and, if
payable directly out of the Trust Fund without a reduction in the
servicing compensation otherwise payable to the Master Servicer or the
Special Servicer, to each Sub-Servicer, during the related Collection
Period, and (B) such other information as the Trustee is required by the
Code or other applicable law to furnish to enable Certificateholders to
prepare their tax returns; and
(xxxi) the amounts, if any, actually distributed with respect to the
Class R-I and Class R-II Certificates on such Distribution Date.
In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (vi) through (xv), (xix), (xx),
(xxiv), (xxv), (xxvi), (xxix) and (xxx) above, insofar as the underlying
information is solely within the control of the Special Servicer or the Master
Servicer, the Trustee may, absent manifest error, conclusively rely on the
reports to be provided by the Special Servicer or the Master Servicer.
The Trustee shall forward electronically a copy of each Distribution
Date Statement to the Depository. The Trustee shall make available each month,
to Certificateholders, Certificate Owners, the Underwriters, the Rating
Agencies, the Controlling Class Directing Holder, any party hereto or any Person
identified by any Certificateholder or Certificate Owner as a prospective
transferee, via the Trustee's internet website, all Certificateholder Reports
and any additional files containing substantially similar information in an
alternative format and, with the consent or at the direction of the Depositor,
such other information regarding the Certificates and/or the Mortgage Loans as
the Trustee may have in its possession. The Trustee will make no representations
or warranties as to the accuracy or completeness of such documents and will
assume no responsibility therefor.
The Trustee's internet website shall initially be located at
xxx.xxxxxxxx.xxx or at such other address as shall be specified by the Trustee
from time to time in the Distribution Date Statement and in one or more written
notices delivered to the other parties hereto, the Controlling Class Directing
Holder (if any), the Certificateholders and the Rating Agencies. In connection
with providing access to the Trustee's internet website, the Trustee may require
the acceptance of a disclaimer. The Trustee shall not be liable for the
dissemination of information in accordance with this Agreement.
The Master Servicer may, but is not required to, make available each
month, to Certificateholders, Certificate Owners (that have been confirmed as
such by the Trustee), the Controlling Class Directing Holder, the Underwriters,
the Rating Agencies or any party hereto, the Certificateholder Reports in its
possession, on its internet website. The Master Servicer will make no
representations or warranties as to the accuracy or completeness of any report
not prepared by it and will assume no responsibility for any information for
which it is not the original source.
The Master Servicer's internet website shall initially be located at
"xxx.xxxxxx.xxx" or at such other address as shall be specified by the Master
Servicer from time to time in one or more written notices delivered to the other
parties hereto, the Controlling Class Directing Holder (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master Servicer's internet website, the Master Servicer may require,
without limitation, the acceptance of a disclaimer, registration and a
confidentiality agreement. The Master Servicer shall not be liable for the
dissemination of information to Certificateholders and Certificate Owners in
accordance with this Agreement.
Absent manifest error of which it has actual knowledge, none of the
Master Servicer, the Special Servicer or the Trustee shall be responsible for
the accuracy or completeness of any information supplied to it by a Mortgagor,
the Depositor (including information in the Prospectus Supplement), any Mortgage
Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer, the
Special Servicer or the Trustee, as applicable, pursuant to this Agreement. None
of the Trustee, the Master Servicer or the Special Servicer shall have any
obligation to verify the accuracy or completeness of any information provided by
a Mortgagor, any Mortgage Loan Seller, a third party or each other.
Within a reasonable period of time after the end of each calendar
year the Trustee shall send to each Person who at any time during the calendar
year was a Certificateholder of record, a report summarizing on an annual basis
(if appropriate) the items relating to distributions of interest (including
Prepayment Premiums and Yield Maintenance Charges) and principal to
Certificateholders during such calendar year set forth in the Distribution Date
Statements and such other information as may be required to enable such
Certificateholders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of
Certificates and information regarding the expenses of the Trust Fund. Such
requirement shall be deemed to be satisfied to the extent such information is
provided pursuant to applicable requirements of the Code from time to time in
force.
Upon receipt of notice from the Depositor that the Underwriters have
sold the Non-Registered Certificates to unaffiliated third parties, the Trustee
shall make available electronically or, if so requested, forward by hard copy,
on each Distribution Date, to (i) the Trepp Group (at 000 Xxxxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other address as the Trepp Group may
designate), (ii) Intex Solutions, Inc. (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxxxxx 00000, or such other address as Intex Solutions, Inc. may
hereafter designate), (iii) Charter Research Corporation (at 000 Xxxxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or such other address as Charter Research
Corporation may hereafter designate), and (iv) any other similar third party
information provider, a copy of the reports made available to the Holders of the
Certificates on such Distribution Date as described above.
Upon written request of the Depositor or any Underwriter, without
payment of any fee, and upon written request of any Certificateholders or any
other Person, together with payment of a reasonable fee specified by the
Trustee, the Trustee shall provide any statements, reports and/or information
contemplated by this Section 4.02(a) electronically to such party (such
electronic distribution and such statements, reports, and/or information thereon
to bear such appropriate disclaimers and qualifications as the Depositor and the
Trustee shall determine in their reasonable discretion).
If any Certificate Owner does not receive through the Depository or
any of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02(a) that it would
otherwise be entitled to receive if it were the Holder of a Definitive
Certificate evidencing its ownership interest in the related Class of Book-Entry
Certificates, then the Trustee shall forward such statements, reports and/or
other written information to such Certificate Owner as provided above, upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be furnished to any such Person via overnight
courier delivery or telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.
The Trustee shall only be obligated to deliver the statements,
reports and information contemplated by this Section 4.02(a) to the extent it
receives, in the format required by this Agreement, the necessary underlying
information from the Master Servicer or the Special Servicer, as applicable,
and shall not be liable for any failure to deliver any thereof on the
prescribed due dates, to the extent caused by failure to receive timely such
underlying information. Nothing herein shall obligate the Trustee, the
Master Servicer or the Special Servicer to violate any applicable law
prohibiting disclosure of information with respect to any Mortgagor and the
failure of the Trustee, Master Servicer or the Special Servicer to
disseminate information for such reason shall not be a breach hereof.
The information to be furnished by the Trustee to the
Certificateholders pursuant to Sections 4.02(a) and (b) shall not limit the
Trustee in furnishing any such information to other Persons to whom it
determines such disclosure to be appropriate and shall not limit the Trustee in
furnishing to Certificateholders or to any Person any other information with
respect to the Mortgage Loans, the Mortgaged Properties or the Trust Fund as may
be provided to it by the Depositor, the Master Servicer or the Special Servicer
or gathered by it in any investigation or other manner from time to time (such
information, other than as described in Sections 4.02(a) and (b), is referred to
herein as "Additional Information") as it may reasonably deem necessary or
appropriate from time to time, provided that (A) the Trustee shall give the
Depositor three Business Days' advance notice before doing so, (B) any such
Additional Information shall only be furnished with the consent or at the
request of the Depositor (except pursuant to clause (E) below), (C) the Trustee
shall be entitled to indicate the source of all information furnished by it, and
the Trustee may affix thereto any disclaimer it deems appropriate in its
reasonable discretion, (D) the Trustee shall notify Certificateholders of the
availability of any such information in any manner as it, in its sole
discretion, may determine, and (E) this provision shall not prevent the Trustee,
whether with or without the consent of the Depositor, from furnishing
information with respect to the Trust Fund and its administration thereof to any
Person, if it reasonably determines that the furnishing of such information is
required by applicable law. The Trustee shall forward to the Depositor any
requests for Additional Information which, for their fulfillment, require the
consent of the Depositor. Nothing herein shall be construed to impose upon the
Trustee any obligation or duty to furnish or distribute any Additional
Information to any Person in any instance.
(b) Not later than 1:00 p.m. (New York City time) on the second
Business Day prior to each Distribution Date, the Master Servicer shall furnish
to the Trustee, and upon request, the Trustee shall make available on such
Distribution Date to the Depositor, the Underwriters and the Special Servicer,
by electronic transmission (or in such other form to which the Trustee or the
Depositor, as the case may be, and the Master Servicer may agree), an accurate
and complete CMSA Loan Periodic Update File providing the required information
for the Mortgage Loans and any successor REO Mortgage Loans (including, without
limitation, the Available Distribution Amount, the Sub-Pool 1 Available
Distribution Amount and the Sub-Pool 2 Available Distribution Amount) as of the
related Determination Date.
In the performance of its obligations set forth in Section 4.06 and
its other duties hereunder, the Trustee may conclusively rely on the CMSA Loan
Periodic Update File provided to it by the Master Servicer, and the Trustee
shall not be responsible to recompute, recalculate or verify the information
provided to it by the Master Servicer. In the case of information to be
furnished by the Master Servicer to the Trustee pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, the Master Servicer shall have no obligation to provide such
information until it has received such information from the Special Servicer,
shall not be in default hereunder due to a delay in providing the CMSA Loan
Periodic Update File caused by the Special Servicer's failure to timely provide
any report required under this Agreement and may, absent actual knowledge of an
error therein, conclusively rely on the reports to be provided by the Special
Servicer. The Master Servicer may conclusively rely on any information provided
by the Depositor or any Mortgagor with respect to the CMSA Loan Periodic Update
File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File.
Section 4.03 P&I Advances.
(a) On or before 2:00 p.m., New York City time, on each Master
Servicer Remittance Date, the Master Servicer shall, subject to Section 4.03(c)
below, satisfy its obligations to make any required P&I Advances with respect to
the related Distribution Date in respect of the Mortgage Pool (other than the
Loan Group Trust Mortgage Loans or any successor REO Mortgage Loans with respect
thereto), first, by transferring to the Trustee for deposit in the Distribution
Account amounts then held in the Pool Custodial Account for future distribution
to Certificateholders in subsequent months in discharge of such obligations, and
second, by remitting its own funds to the Trustee for deposit in a Distribution
Account in an amount equal to the remaining portion of such required P&I
Advances. Any amounts held in the Pool Custodial Account for future distribution
and so used to make P&I Advances shall be appropriately reflected in the Master
Servicer's records and replaced by the Master Servicer by deposit in the Pool
Custodial Account on or before the next succeeding Determination Date (to the
extent not previously replaced through the deposit of Late Collections of the
delinquent principal and interest in respect of which such P&I Advances were
made). If, as of 4:00 p.m., New York City time, on any Master Servicer
Remittance Date, the Master Servicer shall not have made any P&I Advance
required to be made on such date pursuant to this Section 4.03(a) (and shall not
have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy no. (215)
328-3478 (or such alternative number provided by the Master Servicer to the
Trustee in writing) and by telephone at telephone no. (000) 000-0000 (or such
alternative number provided by the Master Servicer to the Trustee in writing) as
soon as possible, but in any event before 5:00 p.m., New York City time, on such
Master Servicer Remittance Date. If after such notice by facsimile, the Trustee
does not receive the full amount of such P&I Advances by 11:00 a.m., New York
City time, on the related Distribution Date, then the Trustee (or the Fiscal
Agent on its behalf) shall make the portion of such P&I Advances that was
required to be, but was not, made by the Master Servicer on such Master Servicer
Remittance Date. If the Trustee fails to make any such P&I Advance on the
related Distribution Date, but the Fiscal Agent makes such P&I Advance on such
date, then the Trustee shall be deemed not to be in default hereunder.
(b) The aggregate amount of P&I Advances to be made by the Master
Servicer, the Trustee or the Fiscal Agent, as the case may be, pursuant to the
first paragraph of Section 4.03(a) in respect of any Distribution Date shall,
subject to Section 4.03(c) below, equal the aggregate of all Monthly Payments
(other than Balloon Payments) and any Assumed Monthly Payments (except with
respect to any Serviced Companion Loan), in each case net of related Master
Servicing Fees and any related Workout Fees, due or deemed due, as the case may
be, in respect of the Mortgage Loans (including Balloon Mortgage Loans
delinquent as to their respective Balloon Payments) and any REO Mortgage Loans
in the Mortgage Pool (exclusive of the Loan Group Trust Mortgage Loans or any
successor REO Mortgage Loans with respect thereto) on their respective Due Dates
during the related Collection Period, in each case to the extent such amount was
not paid by or on behalf of the related Mortgagor or otherwise collected
(including as net income from REO Properties) as of the close of business on the
related Determination Date; provided that if it is determined that an Appraisal
Reduction Amount exists with respect to any such Mortgage Loan or REO Mortgage
Loan, then, in the event of subsequent delinquencies thereon, the amount of each
P&I Advance, if any, required to be made in respect of such Mortgage Loan or REO
Mortgage Loan, as the case may be, during the period that such Appraisal
Reduction Amount continues to exist, shall be reduced to equal the product of
(x) the amount of the subject P&I Advance that would otherwise be required
without regard to this proviso, multiplied by (y) a fraction, the numerator of
which is equal to the Stated Principal Balance of such Mortgage Loan or REO
Mortgage Loan, as the case may be, net of such Appraisal Reduction Amount, and
the denominator of which is equal to the Stated Principal Balance of such
Mortgage Loan or REO Mortgage Loan, as the case may be.
(c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03 if such P&I Advance would,
if made, constitute a Nonrecoverable Advance, as determined by the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent. The
determination by the Master Servicer or Special Servicer that a P&I Advance has
become a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made
pursuant to this Section 4.03, would constitute a Nonrecoverable P&I Advance,
shall be evidenced by an Officer's Certificate delivered to the Trustee, the
Special Servicer (in the case of a determination made by the Master Servicer),
the Master Servicer (in the case of a determination made by the Special
Servicer), the Fiscal Agent and the Depositor on or before the related Master
Servicer Remittance Date, setting forth the basis for such determination,
together with any other information that supports such determination, including
any appraisal (which appraisal shall have been conducted by an Independent
Appraiser within the 12-month period preceding such determination in accordance
with the standards of the Appraisal Institute taking into account the factors
specified in Section 3.19), related Mortgagor operating statements and financial
statements, budgets and rent rolls of the related Mortgaged Properties (to the
extent available and/or in the Master Servicer's or the Special Servicer's
possession), engineers' reports, environmental surveys and any similar reports
that the Master Servicer or Special Servicer may have obtained consistent with
the Servicing Standard and at the expense of the Trust Fund, that support such
determination by the Master Servicer or Special Servicer. If, in connection with
the foregoing, it is necessary for the Master Servicer to obtain an appraisal,
the Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal. The cost of an appraisal shall be
paid by the Trust as an Additional Trust Fund Expense. The Trustee and the
Fiscal Agent shall be entitled to rely, conclusively, on any determination by
the Master Servicer or the Special Servicer that a P&I Advance, if made, would
be a Nonrecoverable P&I Advance; provided, however, that if the Master Servicer
has failed to make a P&I Advance for reasons other than a determination by the
Master Servicer or Special Servicer that such P&I Advance would be
Nonrecoverable P&I Advance, the Trustee or Fiscal Agent shall make such Advance
within the time periods required by Section 4.03(a) unless the Trustee or the
Fiscal Agent, in its good faith, reasonable discretion, makes a determination
prior to the times specified in Section 4.03(a) that such P&I Advance would be a
Nonrecoverable P&I Advance. If the Special Servicer determines that a P&I
Advance would be a Nonrecoverable Advance or that a P&I Advance previously made
is a Nonrecoverable Advance, the Special Servicer shall report its determination
to the Master Servicer and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that in the absence of a notice of a
determination of nonrecoverability by the Special Servicer to the Master
Servicer, the Master Servicer shall be entitled to make its own determination
that such P&I Advance is a Nonrecoverable Advance. In addition, the Master
Servicer and Special Servicer shall consider Workout-Delayed Reimbursement
Amounts in respect of prior P&I Advances on the applicable Mortgage Loan that
have not been repaid by the related Mortgagor for the purposes of
nonrecoverability determinations as if such amounts were xxxxxxxxxxxx X&X
Advances.
(d) The Master Servicer, the Trustee and the Fiscal Agent shall each
be entitled to receive interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of each P&I Advance made
thereby under this Section 4.03 (with its own funds) for so long as such P&I
Advance is outstanding; provided that, if the grace period for the delinquent
Monthly Payment as to which a P&I Advance was made under this Section has not
elapsed as of the time such P&I Advance was made, then the total interest so
accrued on such P&I Advance prior to the expiration of such grace period, shall
not exceed the amount of Default Charges, if any, collected in connection with
the late payment of such delinquent Monthly Payment; and provided, further that,
in no event shall interest so accrue on any P&I Advance as to which the
corresponding Late Collection was received by the Master Servicer or a
Sub-Servicer on its behalf as of the related Master Servicer Remittance Date.
Interest so accrued on any P&I Advance made under this Section shall be payable
in accordance with the terms of Section 3.05 and Section 3.05A.
Xxxxxxx 0.00X. X&X Advances on the Loan Group Trust Mortgage Loans.
(a) With respect to the P&I Advances and the Loan Groups, the Master
Servicer shall make P&I Advances with respect to the related Loan Group Trust
Mortgage Loans, but will not make P&I Advances with respect to the related
Companion Loans.
The Master Servicer shall, subject to Section 4.03A(c) below,
satisfy its obligations to make any required P&I Advance on each Master Servicer
Remittance Date in respect of the Loan Group Trust Mortgage Loans, by depositing
into the related Loan Group Custodial Account (or in the case of any Loan Group
Trust Mortgage Loan that is not a Serviced Loan, by depositing in the Pool
Custodial Account), out of amounts held in such Custodial Account for future
distribution (subject to replacement of such amounts by the following Master
Servicer Remittance Date) and, if such amounts are insufficient, then out of its
own funds, the amount of such P&I Advance required to be made. P&I Advances with
respect to any Loan Group Trust Mortgage Loan shall be made no later than 2:00
p.m., New York City time, on each Master Servicer Remittance Date. If, as of
4:00 p.m., New York City time, on any Master Servicer Remittance Date, the
Master Servicer shall not have made any P&I Advance required to be made on such
date pursuant to this Section 4.03A(a) in respect of the Loan Group Trust
Mortgage Loans (and the Master Servicer shall not have delivered to the Trustee
the requisite Officer's Certificate and documentation related to a determination
of nonrecoverability of a P&I Advance), then the Trustee shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy no. (000) 000-0000 (or such alternative number
provided by the Master Servicer to the Trustee in writing) and by telephone at
telephone no. (000) 000-0000 (or such alternative number provided by the Master
Servicer to the Trustee in writing) as soon as possible, but in any event before
5:00 p.m., New York City time, on such Master Servicer Remittance Date. If after
such notice, the Trustee does not receive the full amount of such P&I Advance(s)
by 11:00 a.m., New York City time, on the related Distribution Date, then the
Trustee (or the Fiscal Agent on its behalf) shall make the portion of such P&I
Advances that was required to be, but was not, made by the Master Servicer in
respect of the Loan Group Trust Mortgage Loans or any successor REO Mortgage
Loans with respect thereto on the preceding Master Servicer Remittance Date. If
the Trustee fails to make any such P&I Advance on the related Distribution Date,
but the Fiscal Agent makes such P&I Advance on such date, then the Trustee shall
be deemed not to be in default hereunder.
(b) The aggregate amount of P&I Advances to be made by the Master
Servicer, the Trustee or the Fiscal Agent, as the case may be, pursuant to the
first paragraph of Section 4.03A(a) in respect of any Distribution Date shall,
subject to Section 4.03A(c) below, equal the aggregate of all Monthly Payments
(other than Balloon Payments) and any Assumed Monthly Payments, in each case net
of related Master Servicing Fees (and net of any servicing fees due to any
related Lead Master Servicer or Subsequent Master Servicer) and any related
Workout Fees, due or deemed due, as the case may be, in respect of the Loan
Group Trust Mortgage Loans (including Balloon Loans delinquent as to their
respective Balloon Payments) and any successor REO Loans to such Loans on their
respective Due Dates during the related Collection Period, in each case, to the
extent such amount was not paid by or on behalf of the related Mortgagor or
otherwise collected (including as net income from REO Properties) as of the
close of business on the related Determination Date; provided that if it is
determined that an Appraisal Reduction Amount exists with respect to any such
Loan Group or REO Loan, then, in the event of subsequent delinquencies thereon,
the amount of each P&I Advance, if any, required to be made in respect of such
Loan Group or REO Loan, as the case may be, during the period that such
Appraisal Reduction Amount continues to exist, shall be reduced to equal the
product of (x) the amount of the subject P&I Advance that would otherwise be
required without regard to this proviso, multiplied by (y) a fraction, the
numerator of which is equal to the Stated Principal Balance of the Loan Group
Trust Mortgage Loan(s) net of the portion of the applicable Appraisal Reduction
Amount allocated to such Loan Group Trust Mortgage Loan(s), and the denominator
of which is equal to the Stated Principal Balance of such Loan Group Trust
Mortgage Loan(s) (or related Mortgage Loan or REO Mortgage Loan) or, with
respect to any Non-Serviced Trust Loan, without regard to the balances of the
related Pari Passu Companion Loans if the Lead Master Servicer has performed
such calculations and reported the Appraisal Reduction Amount to the Master
Servicer. For purposes of the preceding sentence Appraisal Reduction Amounts
with respect to a Loan Group shall be applied first to the related Subordinate
Companion Loan, if any, until its balance is reduced to zero and then to the
related Loan Group Trust Mortgage Loan and, if applicable, the related Pari
Passu Companion Loan(s) pro rata, based on their respective outstanding
principal balances (and, in the case of a Non-Serviced Loan Group, to the extent
the applicable Lead Master Servicer has not notified the Master Servicer that it
previously applied such amounts).
With respect to P&I Advances and the Non-Serviced Trust Loans, the
Master Servicer, the Trustee and the Fiscal Agent shall be entitled to rely on
the "appraisal reduction amount" calculated by the applicable Lead Special
Servicer or the applicable Lead Master Servicer in accordance with the terms of
the applicable Lead PSA.
(c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03A with respect to Loan Group
Trust Mortgage Loans, or related REO Loans if such P&I Advance would if made,
constitute a Nonrecoverable P&I Advance, as determined by the Master Servicer,
the Special Servicer, the Trustee or the Fiscal Agent. The determination by the
Master Servicer or Special Servicer that a P&I Advance has become a
Nonrecoverable P&I Advance or that any proposed P&I Advance, if made pursuant to
this Section 4.03A with respect to any Loan Group Trust Mortgage Loan, would
constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer's
Certificate delivered to any Lead Master Servicer, any Lead Special Servicer,
the Trustee, the Special Servicer (in the case of a determination made by the
Master Servicer), the Master Servicer (in the case of a determination made by
the Special Servicer) on or prior to the next Master Servicer Remittance Date
and to the Companion Loan Noteholders (and the related Subsequent Master
Servicer, if applicable) for such Serviced Pari Passu Companion Loan and Lead
Master Servicer, any Lead Special Servicer for a Non-Serviced Trust Loan within
two Business Days after such determination was made, setting forth the basis for
such determination, together with any other information that supports such
determination, including except with respect to any Non-Serviced Trust Loan, any
appraisal (which appraisal shall be an expense payable out of the related Loan
Group Custodial Account or, if funds therein are insufficient therefor or in the
case of a Non-Serviced Trust Loan, from the Pool Custodial Account) and shall
have been conducted by an Independent Appraiser in accordance with the standards
of the Appraisal Institute, within the twelve months preceding such
determination of nonrecoverability), Mortgagor operating statements and
financial statements, budgets and rent rolls of the Mortgaged Property (to the
extent available and/or in the Master Servicer's or the Special Servicer's
possession), engineers' reports, environmental surveys and any similar reports
that the Master Servicer or Special Servicer may have obtained consistent with
the Servicing Standard and that support such determination by the Master
Servicer or Special Servicer. If, in connection with the foregoing, it is
necessary for the Master Servicer to obtain an appraisal, the Master Servicer
shall so notify the Special Servicer and consult with the Special Servicer
regarding such appraisal. The Trustee and the Fiscal Agent shall be entitled to
rely, conclusively, on any determination by the Master Servicer or Special
Servicer that a P&I Advance to be made in respect of the Loan Group Trust
Mortgage Loans or any successor REO Mortgage Loans with respect thereto, if
made, would be a Nonrecoverable Advance; provided, however, that if the Master
Servicer has failed to make such a P&I Advance with respect to the Loan Group
Trust Mortgage Loans or any successor REO Mortgage Loan for reasons other than a
determination by the Master Servicer or Special Servicer that such P&I Advance
would be Nonrecoverable Advance, the Trustee or Fiscal Agent shall make such
Advance within the time periods required by Section 4.03A(a) unless the Trustee
or the Fiscal Agent, in its good faith, reasonable discretion, makes a
determination prior to the times specified in Section 4.03A(a) that such P&I
Advance would be a Nonrecoverable P&I Advance. If the Special Servicer
determines that a P&I Advance would be a Nonrecoverable Advance or that a P&I
Advance previously made is a Nonrecoverable Advance, the Special Servicer shall
report such determination to the Master Servicer and the Master Servicer shall
be entitled to conclusively rely on such determination. In addition, the Master
Servicer and Special Servicer shall consider Workout-Delayed Reimbursement
Amounts in respect of prior P&I Advances on the applicable Loan that have not
been repaid by the related Mortgagor for the purposes of nonrecoverability
determinations as if such amounts were xxxxxxxxxxxx X&X Advances.
(d) The Master Servicer, the Trustee and the Fiscal Agent shall be
entitled to receive interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of each P&I Advance made
thereby in respect of a Loan Group Trust Mortgage Loan or related REO Loans
under this Section 4.03A (with its own funds) for so long as such P&I Advance is
outstanding; provided that, if the grace period for the delinquent Monthly
Payment as to which a P&I Advance was made under this Section 4.03A has not
elapsed as of the time such P&I Advance was made, then the total interest so
accrued on such P&I Advance prior to the expiration of such grace period, shall
not exceed the amount of Default Charges, if any, collected in connection with
the late payment of such delinquent Monthly Payment; and provided, further, that
in no event shall interest so accrue on any P&I Advance in respect of a Loan
Group Trust Mortgage Loan or related REO Loan as to which the corresponding Late
Collection was received by the Master Servicer or a Sub-Servicer on its behalf
as of the Master Servicer Remittance Date on which such P&I Advance was made.
Interest so accrued on any P&I Advance made under this Section shall be payable
in accordance with the terms of Section 3.05 and 3.05A.
(e) With respect to any Non-Serviced Loan Group, if (1) the related
Lead Master Servicer has determined that a proposed P&I Advance (as defined in
the Lead PSA) with respect to the Non-Serviced Trust Loan or any related Pari
Passu Companion Loan, if made, or any outstanding P&I advance previously made,
would be, or is, as applicable, a "nonrecoverable advance," and the related Lead
Master Servicer has provided written notice of such determination to the Master
Servicer, or (2) if the Master Servicer has determined that a P&I Advance with
respect to the Non-Serviced Trust Loan would be a Nonrecoverable P&I Advance,
then none of the Master Servicer, the Trustee or the Fiscal Agent shall make any
additional P&I Advance with respect to the Non-Serviced Trust Loan until the
Master Servicer has consulted with the Lead Master Servicer and they agree that
circumstances with respect to such Loans have changed such that a proposed
future P&I Advance would not be a "nonrecoverable advance." With respect to each
Non-Serviced Trust Loan, if the Master Servicer has determined that a proposed
P&I Advance with respect to such Loan, would be a Nonrecoverable Advance, the
Master Servicer shall provide the applicable Lead Master Servicer and any
applicable Subsequent Master Servicer written notice of such determination
within two Business Days after such determination was made.
If the Trustee or the Master Servicer has received notice from
Xxxxx'x or S&P that the Master Servicer no longer has Xxxxx'x Approval or is no
longer on the S&P list of approved master servicers, then the Trustee or Master
Servicer shall promptly notify the others and the applicable Lead Master
Servicer or Subsequent Master Servicer of the same.
If the Master Servicer has received notice that a Lead Master
Servicer or a Subsequent Master Servicer no longer has Xxxxx'x Approval or is no
longer on the S&P list of approved master servicers, then the Master Servicer
shall not be required to abide by any determination of nonrecoverability by such
Lead Master Servicer or Subsequent Master Servicer.
For the purpose of this Section 4.03A(f), "Xxxxx'x Approval" means
that a master servicer (1) is acting as master servicer in a commercial mortgage
loan securitization that was rated by Xxxxx'x within the twelve month period
prior to the date of determination, and Xxxxx'x has not downgraded or withdrawn
the then-current rating on any class of commercial mortgage securities or placed
any class of commercial mortgage securities on watch citing the continuation of
such master servicer as master servicer of such commercial mortgage securities
as the cause for such downgrade, withdrawal or watch, or (2) is approved by
Xxxxx'x.
Section 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses.
(a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates exceeds
(ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class P, Class O, Class N, Class
M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class
C and Class B Certificates shall be reduced sequentially, in that order, in each
case, until such excess or the related Class Principal Balance is reduced to
zero (whichever occurs first). If, after the foregoing reductions, the amount
described in clause (i) of the second preceding sentence still exceeds the
amount described in clause (ii) of such sentence, then the respective Class
Principal Balances of all the outstanding Classes of the Class A Certificates
shall be reduced on a pro rata basis in accordance with the relative sizes of
such Class Principal Balances, until any such remaining excess is reduced to
zero. All such reductions in the Class Principal Balances of the respective
Classes of the Principal Balance Certificates shall constitute allocations of
Realized Losses and Additional Trust Fund Expenses.
(b) On each Distribution Date, following the deemed distributions of
principal or in reimbursement of previously allocated Realized Losses and
Additional Trust Fund Expenses made in respect of the Uncertificated Lower-Tier
Interests pursuant to Section 4.01(i), the Uncertificated Principal Balance (or
aggregate Uncertificated Principal Balance with respect to the Uncertificated
Lower-Tier Interests corresponding to the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1-A, Class D, Class E, Class F, Class G, Class H and
Class K Certificates) of the Corresponding Uncertificated Lower-Tier Interests
(after taking account of such deemed distributions) shall be reduced as a result
of Realized Losses and Additional Trust Fund Expenses to equal the Class
Principal Balance of the Class of Corresponding Certificates that will be
outstanding immediately following such Distribution Date; provided, that
Realized Losses and Additional Trust Fund Expenses shall be allocated:
(i) with respect to the Class K Certificates, first, in respect of
the Class LK-1 Interest; and second, in respect of the Class LK-2
Interest; in each case until their respective Uncertificated Principal
Balances are reduced to zero;
(ii) with respect to the Class H Certificates, first, in respect of
the Class LH-1 Interest; and second, in respect of the Class LH-2
Interest; in each case until their respective Uncertificated Principal
Balances are reduced to zero;
(iii) with respect to the Class G Certificates, first, in respect of
the Class LG-1 Interest; and second, in respect of the Class LG-2
Interest; in each case until their respective Uncertificated Principal
Balances are reduced to zero;
(iv) with respect to the Class F Certificates, first, in respect of
the Class LF-1 Interest; second, in respect of the Class LF-2 Interest;
and third, in respect of the Class LF-3 Interest; in each case until their
respective Uncertificated Principal Balances are reduced to zero;
(v) with respect to the Class E Certificates, first, in respect of
the Class LE-1 Interest; and second, in respect of the Class LE-2
Interest; in each case until their respective Uncertificated Principal
Balances are reduced to zero;
(vi) with respect to the Class D Certificates, first, in respect of
the Class LD-1 Interest; second, in respect of the Class LD-2 Interest;
third, in respect of the Class LD-3 Interest; fourth, in respect of the
Class LD-4 Interest; and fifth, in respect of the Class LD-5 Interest; in
each case until their respective Uncertificated Principal Balances are
reduced to zero;
(vii) with respect to the Class A-1-A Certificates, first, in
respect of the Class LA-1-A-1 Interest; second, in respect of the Class
LA-1-A-2 Interest; third, in respect of the Class LA-1-A-3 Interest;
fourth, in respect of the Class LA-1-A-4 Interest; fifth, in respect of
the Class LA-1-A-5 Interest; sixth, in respect of the Class LA-1-A-6
Interest; seventh, in respect of the Class LA-1-A-7 Interest; eighth, in
respect of the Class LA-1-A-8 Interest; ninth, in respect of the Class
LA-1-A-9 Interest; tenth, in respect of the Class LA-1-A-10 Interest;
eleventh, in respect of the Class LA-1-A-11 Interest; twelfth, in respect
of the Class LA-1-A-12 Interest; and thirteenth, in respect of the Class
LA-1-A-13 Interest; in each case until their respective Uncertificated
Principal Balances are reduced to zero;
(viii) with respect to the Class A-4 Certificates, first, in respect
of the Class LA-4-1 Interest; and second, in respect of the Class LA-4-2
Interest; in each case until their respective Uncertificated Principal
Balances are reduced to zero;
(ix) with respect to the Class A-AB Certificates, first, in respect
of the Class LA-AB-1 Interest; second, in respect of the Class LA-AB-2
Interest; third, in respect of the Class LA-AB-3 Interest; fourth, in
respect of the Class LA-AB-4 Interest; and fifth, in respect of the Class
LA-AB-5 Interest; in each case until their respective Uncertificated
Principal Balances are reduced to zero;
(x) with respect to the Class A-3 Certificates, first, in respect of
the Class LA-3-1 Interest; second, in respect of the Class LA-3-2
Interest; third, in respect of the Class LA-3-3 Interest; fourth, in
respect of the Class LA-3-4 Interest; and fifth, in respect of the Class
LA-3-5 Interest; in each case, until their respective Uncertificated
Principal Balances are reduced to zero;
(xi) with respect to the Class A-2 Certificates, first, in respect
of the Class LA-2-1 Interest; second, in respect of the Class LA-2-2
Interest; third, in respect of the Class LA-2-3 Interest; fourth, in
respect of the Class LA-2-4 Interest; fifth, in respect of the Class
LA-2-5 Interest; sixth, in respect of the Class LA-2-6 Interest and
seventh, in respect of the Class LA-2-7 Interest, in each case, until
their respective Uncertificated Principal Balances are reduced to zero;
and
(xii) with respect to the Class A-1 Certificates, first, in respect
of the Class LA-1-1 Interest; and second, in respect of the Class LA-1-2
Interest; in each case until their respective Uncertificated Principal
Balances are reduced to zero.
Section 4.05 Various Reinstatement Amounts.
(a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01 or 9.01, as
applicable, the Trustee shall determine the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date, exceeds (ii) the then aggregate of
the Class Principal Balances of all the Classes of Principal Balance
Certificates. If such an excess does exist, then the Trustee shall allocate the
Total Principal Reinstatement Amount, if any, for the subject Distribution Date
as follows until it is allocated in full: first, to all of the Classes of Class
A Certificates, up to, and on a pro rata basis in accordance with, the
respective Loss Reimbursement Amounts, if any, for such Classes of Class A
Certificates with respect to the next succeeding Distribution Date; and then to
the remaining Classes of Principal Balance Certificates, sequentially in
alphabetical order based on the respective Class designations thereof, in each
case up to any Loss Reimbursement Amount for such Class of Principal Balance
Certificates immediately prior to such Distribution Date. Any portion of the
Total Principal Reinstatement Amount for any Distribution Date that is allocated
to a particular Class of Principal Balance Certificates shall be: (i) referred
to herein as the "Class Principal Reinstatement Amount" in respect of such Class
of Principal Balance Certificates for such Distribution Date; and (ii) added to
the Class Principal Balance of such Class of Principal Balance Certificates on
such Distribution Date. Notwithstanding anything to the contrary contained
herein, the parties hereby acknowledge that the reinstatement of all or any
portion of the Class Principal Balance of any Class of Principal Balance
Certificates on any Distribution Date shall be a result of the collection of
Recovered Amounts during the related Collection Period and the upward adjustment
of the Adjusted Principal Distribution Amount for such Distribution Date as a
result of such Recovered Amounts.
(b) In addition, in connection with its reinstatement of all or any
portion of the Class Principal Balance of any one or more Classes of Principal
Balance Certificates on any Distribution Date pursuant to Section 4.05(a), the
Trustee shall calculate the amount of lost Distributable Certificate Interest
that would have accrued on the respective Classes of Regular Interest
Certificates through and including the end of the Interest Accrual Period for
such Distribution Date if no Unfunded Principal Balance Reductions had resulted
from the reimbursement out of general collections of principal on the Mortgage
Pool of the particular Advances relating to the Recovered Amounts associated
with such reinstatement of outstanding principal. Once determined, such lost
Distributable Certificate Interest in respect of any particular Class of Regular
Interest Certificates shall be reinstated and become due and payable on future
Distribution Dates as part of the unpaid Distributable Certificate Interest for
such Class of Regular Interest Certificates from prior Distribution Dates. All
such reinstated Distributable Certificate Interest in respect of any particular
Class of Regular Interest Certificates shall be treated the same as any other
unpaid Distributable Certificate Interest in respect of such Class of Regular
Interest Certificates.
(c) If the Class Principal Balance of any Class of Principal Balance
Certificates is increased on any Distribution Date pursuant to Section 4.05(a),
then the Lower-Tier Interest Principal Balance of such Class' Corresponding
Lower-Tier Regular Interest (or, if applicable, the aggregate Lower-Tier
Interest Principal Balance of such Class' Corresponding Lower-Tier Regular
Interests) shall be deemed to have first been increased by the exact same
amount. In circumstances where there are multiple Corresponding Lower-Tier
Regular Interests with respect to a Class of Principal Balance Certificates, the
increases in the respective Lower-Tier Interest Principal Balances of such
Corresponding Lower-Tier Regular Interests as contemplated by the prior sentence
shall be made in the reverse order that reductions are made to such Lower-Tier
Interest Principal Balances pursuant to Section 4.04(b), in each case up to the
amount of the Loss Reimbursement Amount with respect to the subject Lower-Tier
Regular Interest for the next succeeding Distribution Date. The amount of each
such increase in the Lower-Tier Interest Principal Balance of a Lower-Tier
Regular Interest on any Distribution Date shall be referred to herein as the
"Lower-Tier Interest Principal Reinstatement Amount" in respect of such
Lower-Tier Regular Interest for such Distribution Date.
Section 4.06 Calculations.
The Trustee shall, provided it receives the necessary information
from the Master Servicer and the Special Servicer, be responsible for performing
all calculations necessary in connection with the actual and deemed
distributions and allocations to be made pursuant to Section 4.01 and Article IX
and the actual and deemed allocations of Realized Losses and Additional Trust
Fund Expenses to be made pursuant to Section 4.04. The Trustee shall calculate
the Available Distribution Amount for each Distribution Date and shall allocate
such amounts among Certificateholders in accordance with this Agreement, and the
Trustee shall have no obligation to recompute, recalculate or verify any
information provided to it by the Special Servicer or Master Servicer. The
calculations by the Trustee of such amounts shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.
Section 4.07 Use of Agents.
The Master Servicer, the Special Servicer or the Trustee may at its
own expense utilize agents or attorneys-in-fact in performing any of its
obligations under this Article IV (except the obligation to make P&I Advances),
but no such utilization shall relieve the Master Servicer, the Special Servicer
or the Trustee, as applicable, from any of such obligations, and the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall remain
responsible for all acts and omissions of any such agent or attorney-in-fact.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Certificates will be substantially in the respective forms
attached hereto as Exhibits X-0, X-0, X-0, X-0, X-0 and A-6; provided that any
of the Certificates may be issued with appropriate insertions, omissions,
substitutions and variations, and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03, beneficial ownership interests in the
Certificates (other than the Class R-I or Class R-II Certificates) shall
initially be held and transferred through the book-entry facilities of the
Depository. The Regular Interest Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances or initial
Notional Amount, as the case may be, as of the Closing Date of $25,000 in the
case of the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1-A,
Class A-J, Class B, Class C, Class D and Class E Certificates, $1,000,000 in the
case of the Class XP, Class XC Certificates, and $100,000 in the case of the
remaining Regular Interest Certificates, and in each such case in integral
multiples of $1 in excess thereof. The Class R-I and Class R-II Certificates
will be issuable in denominations representing Percentage Interests in the
related Class of not less than 5%.
(b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.
Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The offices of the Trustee responsible for its duties as initial
Certificate Register shall be located, as of the Closing Date, at 000 Xxxxx
XxXxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securitization
Trust Services Group--Greenwich Capital Commercial Funding Corp., Commercial
Mortgage Trust Series 2005-GG3. The Certificate Registrar may appoint, by a
written instrument delivered to the Depositor, the Master Servicer, the Special
Servicer and (if the Trustee is not the Certificate Registrar) the Trustee, any
other bank or trust company to act as Certificate Registrar under such
conditions as the predecessor Certificate Registrar may prescribe, provided that
the predecessor Certificate Registrar shall not be relieved of any of its duties
or responsibilities hereunder by reason of such appointment. If the Trustee
resigns or is removed in accordance with the terms hereof, the successor trustee
shall immediately succeed to its duties as Certificate Registrar. The Depositor,
the Trustee (if it is no longer the Certificate Registrar), the Master Servicer
and the Special Servicer shall have the right to inspect the Certificate
Register or to obtain a copy thereof at all reasonable times, and to rely
conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register.
If three or more Holders make written request to the Trustee, and
such request states that such Holders desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such Holders propose to
transmit, then the Trustee shall, within 30 days after the receipt of such
request, afford (or cause any other Certificate Registrar to afford) the
requesting Holders access during normal business hours to the most recent list
of Certificateholders held by the Certificate Registrar.
(b) No Transfer of any Non-Registered Certificate or interest
therein shall be made unless that Transfer is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.
If a Transfer of any Definitive Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with a Transfer of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates to a successor Depository or to the applicable
Certificate Owner(s) in accordance with Section 5.03), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or, with respect to each Definitive Non-Registered Certificate
other than the Class R-I and Class R-II Certificates, as Exhibit F-2B; or (ii)
an Opinion of Counsel satisfactory to the Trustee to the effect that the
prospective Transferee is an Institutional Accredited Investor or a Qualified
Institutional Buyer (except in the case of the Class R-I and Class R-II
Certificates, where the prospective Transferee must be a Qualified Institutional
Buyer) and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator,
the Trustee, the Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based.
Except as provided in the following two paragraphs, no interest in
the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of an interest in such Rule 144A Global Certificate. A Transferee of an
interest in the Rule 144A Global Certificate that takes delivery for a Class of
Book-Entry Non-Registered Certificates shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit F-2C hereto are, with
respect to the subject Transfer, true and correct.
Any interest in the Rule 144A Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the Certificates to be
transferred (such date of transfer, the "Transfer Date"). Upon delivery to the
Certificate Registrar of such certification and orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Rule 144A Global Certificate in
respect of the applicable Class of Certificates and increase the denomination of
the Regulation S Global Certificate for the applicable Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions, provided that no Regulation S Restricted Certificate may be
transferred to a Person acquiring such Certificate in reliance on Regulation S.
Also notwithstanding the foregoing, any interest in a Rule 144A
Global Certificate with respect to any Class of Book-Entry Non-Registered
Certificates may be transferred by any Certificate Owner holding such interest
to any Institutional Accredited Investor (other than a Qualified Institutional
Buyer) that takes delivery in the form of a Definitive Certificate of the same
Class as such Rule 144A Global Certificate upon delivery to the Certificate
Registrar and the Trustee of (i) such certifications and/or opinions as are
contemplated by the second paragraph of this Section 5.02(b) and (ii) such
written orders and instructions as are required under the applicable procedures
of the Depository to direct the Trustee to debit the account of a Depository
Participant by the denomination of the transferred interests in such Rule 144A
Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated by the second paragraph of this
Section 5.02(b), the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with this Agreement to the
applicable Transferee.
Except as provided in the next paragraph, no beneficial interest in
the Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the date (the "Release Date") which is 40 days after the Transfer
Date, the Certificate Owner desiring to effect any such Transfer shall be
required to obtain from such Certificate Owner's prospective Transferee a
written certification substantially in the form set forth in Exhibit F-2D hereto
certifying that such Transferee is not a United States Securities Person. On or
prior to the Release Date, beneficial interests in the Regulation S Global
Certificate for each Class of Book-Entry Non-Registered Certificates may be held
only through Euroclear or Clearstream. The Regulation S Global Certificate for
each Class of Book-Entry Non-Registered Certificates shall be deposited with the
Trustee as custodian for the Depository and registered in the name of Cede & Co.
as nominee of the Depository, provided that no Regulation S Restricted
Certificate may be transferred to a Person acquiring such Certificate in
reliance on Regulation S.
Notwithstanding the preceding paragraph, after the Release Date,
any interest in the Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any
Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Rule 144A Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate
to the effect that the Certificate Owner desiring to effect such Transfer is
the Depositor or an Affiliate of the Depositor and (y) such written orders
and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the
account of a Depository Participant by a denomination of interests in such
Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in such Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests in the
Certificates to be transferred. Upon delivery to the Certificate Registrar
of such certification and orders and instructions, the Trustee, subject to
and in accordance with the applicable procedures of the Depository, shall
reduce the denomination of the Regulation S Global Certificate in respect of
the applicable Class being transferred and increase the denomination of the
Rule 144A Global Certificate for such Class, by the denomination of the
beneficial interest in such Class specified in such orders and instructions.
None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the Transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein shall, and does
hereby agree to, indemnify the Depositor, the Underwriters, the Trustee, the
Fiscal Agent, the Master Servicer, the Special Servicer, the Tax Administrator
and the Certificate Registrar against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.
(c) No Transfer of a Certificate or any interest therein shall be
made (i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I of ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (ii) to any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan, if the purchase and holding of such Certificate or
interest therein by the prospective Transferee would result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code or any similar
violation of Similar Law. Except in connection with Transfer thereof to a
successor Depository or to the applicable Certificate Owner(s) in accordance
with Section 5.03, the Certificate Registrar shall refuse to register the
Transfer of a Definitive Non-Registered Certificate unless it has received from
the prospective Transferee, either (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in
the case of a Certificate other than a Class R-I or Class R-II Certificate, a
certification to the effect that the purchase and holding of such Certificate or
interest therein by such prospective Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b)
of the Code, by reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60; or (iii) alternatively, but only in the case of a Certificate
other than a Class R-I or Class R-II Certificate, a certification of facts and
an Opinion of Counsel which otherwise establish to the reasonable satisfaction
of the Trustee or such Certificate Owner, as the case may be, that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. It is hereby acknowledged that the form of certification attached hereto
as Exhibit G (with respect to Definitive Non-Registered Certificates) is
acceptable for purposes of the preceding sentence. If any Transferee of a
Certificate (including a Registered Certificate) or any interest therein does
not, in connection with the subject Transfer, deliver to the Certificate
Registrar (in the case of a Definitive Certificate) any certification and/or
Opinion of Counsel contemplated by the second preceding sentence, then such
Transferee (and in any event any owner of a Book-Entry Certificate that is not
an Investment Grade Certificate) shall be deemed to have represented and
warranted that either: (i) such Transferee is not a Plan and is not directly or
indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Certificate or interest therein by such Transferee
is exempt from the prohibited transaction provisions of Sections 406(a) and (b)
and 407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code (or similar violation of Similar Law). Any
Transferee of a Book-Entry Certificate that is an Investment Grade Certificate
that is being acquired by or on behalf of a Plan in reliance on the Prohibited
Transaction Exemption shall be deemed to have represented and warranted that
such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, and (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any
Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Mortgage Loans determined as of the Closing Date, or by any Affiliate of
such Person.
(d) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Interest Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trustee under clause
(ii)(A) below to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the
terms of any mandatory disposition and to execute all instruments of Transfer
and to do all other things necessary in connection with any such disposition.
The rights of each Person acquiring any Ownership Interest in a Residual
Interest Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in
a Residual Interest Certificate shall be a Permitted Transferee and
shall promptly notify the Tax Administrator and the Trustee of any
change or impending change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Residual Interest Certificate, except in the case of
an initial transfer to an Underwriter or the Initial Purchaser or an
affiliate thereof, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of any Residual Interest
Certificate until its receipt, of an affidavit and agreement
substantially in the form attached hereto as Exhibit H-1 (a
"Transfer Affidavit and Agreement"), from the proposed Transferee,
representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its
Ownership Interest in the Residual Interest Certificate that is the
subject of the proposed Transfer as a nominee, trustee or agent for
any Person that is not a Permitted Transferee, that for so long as
it retains its Ownership Interest in a Residual Interest Certificate
it will endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(d) and agrees to be
bound by them.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of either the Trustee or the Certificate
Registrar has actual knowledge that the proposed Transferee is not a
Permitted Transferee, no Transfer of an Ownership Interest in a
Residual Interest Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership Interest in
a Residual Interest Certificate shall agree (1) to require a
Transfer Affidavit and Agreement from any prospective Transferee to
whom such Person attempts to Transfer its Ownership Interest in such
Residual Interest Certificate and (2) not to Transfer its Ownership
Interest in such Residual Interest Certificate unless it provides to
the Certificate Registrar a certificate substantially in the form
attached hereto as Exhibit H-2 stating that, among other things, it
has no actual knowledge that such prospective Transferee is not a
Permitted Transferee.
(E) Each Person holding or acquiring an Ownership Interest in
a Residual Interest Certificate, by purchasing such Ownership
Interest, agrees to give the Tax Administrator and the Trustee
written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury Regulations Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest
in a Residual Interest Certificate, if it is, or is holding an
Ownership Interest in a Residual Interest Certificate on behalf of,
a "pass-through interest holder."
(ii) (A) If any purported Transferee shall become a Holder of a
Residual Interest Certificate in violation of the provisions of this
Section 5.02(d), then the last preceding Holder of such Residual Interest
Certificate that was in compliance with the provisions of this Section
5.02(d) shall be restored, to the extent permitted by law, to all rights
as Holder thereof retroactive to the date of registration of such Transfer
of such Residual Interest Certificate. None of the Depositor, the Trustee
or the Certificate Registrar shall be under any liability to any Person
for any registration of Transfer of a Residual Interest Certificate that
is in fact not permitted by this Section 5.02(d) or for making any
payments due on such Certificate to the Holder thereof or for taking any
other action with respect to such Holder under the provisions of this
Agreement.
(B) If any purported Transferee shall become a Holder of a
Residual Interest Certificate in violation of the restrictions in
this Section 5.02(d), then, to the extent that retroactive
restoration of the rights of the preceding Holder of such Residual
Interest Certificate as described in clause (ii)(A) above shall be
invalid, illegal or unenforceable, the Trustee shall have the right
but not the obligation, to cause the Transfer of such Residual
Interest Certificate to a Permitted Transferee selected by the
Trustee on such terms as the Trustee may choose, and the Trustee
shall not be liable to any Person having an Ownership Interest in
such Residual Interest Certificate as a result of the Trustee's
exercise of such discretion. Such purported Transferee shall
promptly endorse and deliver such Residual Interest Certificate in
accordance with the instructions of the Trustee. Such Permitted
Transferee may be the Trustee itself or any Affiliate of the
Trustee.
(iii) The Tax Administrator shall make available to the IRS and to
those Persons specified by the REMIC Provisions all information furnished
to it by the other parties hereto necessary to compute any tax imposed (A)
as a result of the Transfer of an Ownership Interest in a Residual
Interest Certificate to any Person who is a Disqualified Organization,
including the information described in Treasury Regulations Sections
1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions"
of such Residual Interest Certificate and (B) as a result of any regulated
investment company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381 of
the Code that holds an Ownership Interest in a Residual Interest
Certificate having as among its record Holders at any time any Person
which is a Disqualified Organization, and each of the other parties hereto
shall furnish to the Tax Administrator all information in its possession
necessary for the Tax Administrator to discharge such obligation. The
Person holding such Ownership Interest shall be responsible for the
reasonable compensation of the Tax Administrator for providing information
thereto pursuant to this subsection (d)(iii) and Section 10.01(h)(i).
(iv) The provisions of this Section 5.02(d) set forth prior to this
clause (iv) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee and the Tax Administrator the
following:
(A) written confirmation from each Rating Agency to the effect
that the modification of, addition to or elimination of such
provisions will not cause an Adverse Rating Event; and
(B) an Opinion of Counsel, in form and substance satisfactory
to the Trustee and the Tax Administrator, obtained at the expense of
the party seeking such modification of, addition to or elimination
of such provisions (but in no event at the expense of the Trustee,
the Tax Administrator or the Trust), to the effect that doing so
will not (1) cause either REMIC Pool to cease to qualify as a REMIC
or be subject to an entity-level tax caused by the Transfer of any
Residual Interest Certificate to a Person which is not a Permitted
Transferee or (2) cause a Person other than the prospective
Transferee to be subject to a REMIC-related tax caused by the
Transfer of a Residual Interest Certificate to a Person that is not
a Permitted Transferee.
(e) If a Person is acquiring any Non-Registered Certificate or
interest therein as a fiduciary or agent for one or more accounts, such Person
shall be required to deliver to the Certificate Registrar (or, in the case of an
interest in a Book-Entry Non-Registered Certificate, to the Certificate Owner
that is transferring such interest) a certification to the effect that, and such
other evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in Subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.
(f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class evidencing a like aggregate Percentage Interest
in such Class.
(g) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class evidencing
a like aggregate Percentage Interest in such Class upon surrender of the
Certificates to be exchanged at the offices of the Certificate Registrar
maintained for such purpose. Whenever any Certificates are so surrendered for
exchange, the Certificate Registrar shall execute and the Authenticating Agent
shall authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.
(h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.
(i) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee or Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
(j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.
Section 5.03 Book-Entry Certificates.
(a) The Certificates (other than the Class R-I and Class R-II)
shall, in the case of each such Class, initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided in Section 5.03(c) and in the fifth paragraph of Section 5.02(b), a
Transfer of such Certificates may not be registered by the Certificate Registrar
unless such Transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and Transfer their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided in Section 5.03(c) and in
the fifth paragraph of Section 5.02(b), shall not be entitled to definitive,
fully registered Certificates ("Definitive Certificates") in respect of such
Ownership Interests. The Certificates (other than the Class R-I and Class R-II)
initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in
reliance on another exemption from the registration requirements of the
Securities Act shall, in the case of each such Class, be represented by the Rule
144A Global Certificate for such Class, which shall be deposited with the
Trustee as custodian for the Depository and registered in the name of Cede & Co.
as nominee of the Depository. The Certificates (other than the Class R-I and
Class R-II) initially sold in offshore transactions in reliance on Regulation S
shall, in the case of each such Class, be represented by the Regulation S Global
Certificate for such Class, which shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository, provided that only Investment Grade Certificates shall be
sold in offshore transactions in reliance on Regulation S. All Transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing each such Certificate
Owner. Each Depository Participant shall only transfer the Ownership Interests
in the Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures.
(b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same.
Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall
be liable for any delay in delivery of such instructions, and each of them may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Registered Certificates, the registered Holders of
such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.
(d) Notwithstanding any other provisions contained herein, neither
the Trustee nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the Transfer of ownership interests in any
Certificate which interests are transferable through the book-entry facilities
of the Depository.
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC created hereunder, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
Section 5.05 Persons Deemed Owners.
Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01 and for all other
purposes whatsoever and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
DIRECTING HOLDER
Section 6.01 Liability of Depositor, Master Servicer and Special
Servicer.
The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.
Section 6.02 Continued Qualification and Compliance of Master
Servicer; Merger, Consolidation or Conversion of Depositor, Master Servicer or
Special Servicer.
Subject to the following paragraph, the Depositor, the Master
Servicer and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a legal entity under the laws of the jurisdiction of
its organization, and each will obtain and preserve its qualification to do
business as a foreign entity in, and will otherwise remain in compliance with
the laws of, each jurisdiction in which such qualification and compliance is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Loans and to perform its respective duties under
this Agreement.
Each of the Depositor, the Master Servicer and the Special Servicer
may be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which, in the case of the Master Servicer or
the Special Servicer, may be limited to all or substantially all of its assets
related to commercial mortgage loan servicing) to any Person, in which case any
Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business (which, in the case of the Master Servicer or the
Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, the Master Servicer or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of the Master Servicer or the Special
Servicer unless (i) as confirmed in writing by each of the Rating Agencies, such
succession will not result in an Adverse Rating Event, and (ii) such successor
or surviving Person makes the applicable representations and warranties set
forth in Section 3.24 (in the case of a successor or surviving Person to the
Master Servicer) or Section 3.25 (in the case of a successor or surviving Person
to the Special Servicer), as applicable.
Section 6.03 Limitation on Liability of Depositor, Master Servicer
and Special Servicer.
None of the Depositor, the Master Servicer or the Special Servicer
shall be under any liability to the Trust Fund, the Trustee, the
Certificateholders or the Companion Loan Noteholders for any action taken, or
not taken, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Master Servicer or the Special Servicer against any liability to the Trust Fund,
the Trustee, the Certificateholders or the Companion Loan Noteholders for the
breach of a representation or warranty made herein by such party, or against any
expense or liability specifically required to be borne by such party without
right of reimbursement pursuant to the terms hereof, or against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of its obligations or duties hereunder or
negligent disregard of such obligations or duties. The Depositor, the Master
Servicer, the Special Servicer and any director, manager, member, officer,
employee or agent of the Depositor, the Master Servicer or the Special Servicer
may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer, the Special Servicer and any
director, manager, member, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer shall be indemnified and held harmless
by the Trust Fund out of the Pool Custodial Account against any loss, liability
or reasonable expense (including reasonable legal fees and expenses) incurred in
connection with any legal action or claim relating to this Agreement or the
Certificates (including in connection with the dissemination of information and
reports as contemplated by this Agreement), other than any such loss, liability
or expense: (i) specifically required to be borne by the party seeking
indemnification, without right of reimbursement pursuant to the terms hereof;
(ii) which constitutes a Servicing Advance that is otherwise reimbursable
hereunder; (iii) incurred in connection with any legal action or claim against
the party seeking indemnification, resulting from any breach on the part of that
party of a representation or warranty made herein; or (iv) incurred in
connection with any legal action or claim against the party seeking
indemnification, resulting from any willful misfeasance, bad faith or negligence
on the part of that party in the performance of its obligations or duties
hereunder or negligent disregard of such obligations or duties; provided that if
a Serviced Loan Group is involved, such indemnity shall be payable out of the
related Loan Group Custodial Account pursuant to Section 3.05A and, to the
extent not solely attributable to the Companion Loan in such Serviced Loan
Group, shall also be payable out of the Pool Custodial Account if amounts on
deposit in the related Loan Group Custodial Account are insufficient therefor
and such indemnity shall be deemed to not be "solely attributable" to a
Companion Loan merely by virtue of an action being brought by or against the
related Companion Loan Noteholder.
None of the Depositor, the Master Servicer or the Special Servicer
shall be under any obligation to appear in, prosecute or defend any
administrative or legal action, proceeding, hearing or examination unless such
action is related to its respective duties under this Agreement and either (i)
it is specifically required hereunder to bear the costs of such action or (ii)
such action will not, in its reasonable and good faith judgment, involve it in
any ultimate expense or liability for which it would not be reimbursed
hereunder. Notwithstanding the foregoing, the Depositor, the Master Servicer or
the Special Servicer may in its discretion undertake any such action which it
may deem necessary or desirable with respect to the enforcement and/or
protection of the rights and duties of the parties hereto and the interests of
the Certificateholders (or, if a Loan Group is affected, the rights of the
Certificateholders and the related Companion Loan Noteholders (as a collective
whole)). In such event, the legal expenses and costs of such action, and any
liability resulting therefrom, shall be expenses, costs and liabilities of the
Trust Fund, and the Depositor, the Master Servicer and the Special Servicer
shall be entitled to be reimbursed therefor from the Pool Custodial Account as
provided in Section 3.05; provided, however, that if a Loan Group and/or the
related Companion Loan Noteholders are involved, such expenses, costs and
liabilities shall be payable out of the related Loan Group Custodial Account
pursuant to Section 3.05A and, to the extent attributable to the Mortgage Loan
in such Loan Group, shall also be payable out of the Pool Custodial Account if
amounts on deposit in the related Loan Group Custodial Account are insufficient
therefor. In no event shall the Master Servicer or the Special Servicer be
liable or responsible for any action taken or omitted to be taken by the other
of them (unless they are the same Person or Affiliates) or for any action taken
or omitted to be taken by the Depositor, the Trustee, any Certificateholder or
the Companion Loan Noteholders, subject to the provisions of Section 8.05(c).
Each Lead Master Servicer, Lead Special Servicer and any director,
manager, member, officer, employee or agent of a Lead Master Servicer or Lead
Special Servicer shall be indemnified and held harmless by the Trust Fund
against the Trust Fund's pro rata share of any loss, liability or reasonable
expense (including reasonable legal fees and expenses) incurred in connection
with any legal action or claim that (1) relates to the applicable Lead PSA
and/or this Agreement and (2) relates solely to the servicing of the applicable
Non-Serviced Loan Group, other than any losses incurred by reason of such Lead
Master Servicer's or Lead Special Servicer's willful misfeasance, bad faith or
negligence in the performance of its duties under the applicable Lead PSA.
In the event that the terms of a Subsequent PSA (provided the Master
Servicer and Special Servicer have been provided with a copy of such Subsequent
PSA) or Lead PSA provide for the indemnification of the Master Servicer and/or
the Special Servicer, the Master Servicer and Special Servicer shall diligently
pursue their rights under such Subsequent PSA or Lead PSA for the related
trust's proportionate share of any indemnification sought by the Master Servicer
or Special Servicer in connection with a Loan Group.
Section 6.04 Resignation of Master Servicer and the Special
Servicer.
(a) The Master Servicer and, subject to Section 6.09, the Special
Servicer may each resign from the obligations and duties hereby imposed on it,
upon a determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 6.09 or Section 7.02 hereof. The Master Servicer and,
subject to the rights of the Controlling Class under Section 6.09 to appoint a
successor special servicer, the Special Servicer shall each have the right to
resign at any other time, provided that (i) a willing successor thereto
reasonably acceptable to the Depositor has been found (provided that if the
Depositor has not responded to a request for consent to a successor within 15
days, such successor shall be deemed approved thereby), (ii) each of the Rating
Agencies confirms in writing that the successor's appointment will not result in
an Adverse Rating Event, (iii) the resigning party pays all costs and expenses
in connection with such resignation and the resulting transfer of servicing, and
(iv) the successor accepts appointment prior to the effectiveness of such
resignation and agrees in writing to be bound by the terms and conditions of
this Agreement. Neither the Master Servicer nor the Special Servicer shall be
permitted to resign except as contemplated above in this Section 6.04(a).
(b) Consistent with Section 6.04(a), neither the Master Servicer nor
the Special Servicer shall, except as expressly provided herein, assign or
transfer any of its rights, benefits or privileges hereunder to any other Person
or, except as provided in Sections 3.22, 4.07, 7.01(c) and 7.01(d), delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by it hereunder. If,
pursuant to any provision hereof, the duties of the Master Servicer or the
Special Servicer are transferred to a successor thereto, the Master Servicing
Fee, the Special Servicing Fee, any Workout Fee and/or any Liquidation Fee
(except as expressly contemplated by Section 3.11(b)), as applicable, that
accrues or otherwise becomes payable pursuant hereto from and after the date of
such transfer shall be payable to such successor. Notwithstanding anything to
the contrary herein, the outgoing Special Servicer shall be entitled to 100% of
any Liquidation Fee with respect to any Mortgage Loan as to which a Liquidation
Event has occurred prior to the effective date of transfer to the successor
Special Servicer.
Section 6.05 Rights of Depositor, Trustee and the Companion Loan
Noteholders in Respect of the Master Servicer and the Special Servicer.
The Master Servicer and the Special Servicer shall each afford
the Depositor, each Underwriter, the Trustee and the Companion Loan
Noteholders (including any servicer on their behalf), upon reasonable notice,
during normal business hours access to all records maintained thereby in
respect of its rights and obligations hereunder. Upon reasonable request,
the Master Servicer and the Special Servicer shall each furnish the
Depositor, each Underwriter, the Trustee and the Companion Loan Noteholders
with its most recent publicly available financial statements and such other
non-proprietary information as the Master Servicer or the Special Servicer,
as the case may be, shall determine in its sole and absolute discretion as it
possesses, which is relevant to the performance of its duties hereunder and
which it is not prohibited by applicable law or contract from disclosing.
The Depositor may, but is not obligated to, enforce the obligations of the
Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer or Special Servicer hereunder or exercise
the rights of the Master Servicer and the Special Servicer hereunder;
provided, however, that neither the Master Servicer nor the Special Servicer
shall be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee and, provided, further, that the
Depositor may not exercise any right pursuant to Section 7.01 to terminate
the Master Servicer or the Special Servicer as a party to this Agreement.
The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and is not
obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.
Section 6.06 Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee.
The Depositor, the Master Servicer and the Special Servicer shall
each furnish such reports, certifications and information as are reasonably
requested by the Trustee in order to enable it to perform its duties hereunder.
Section 6.07 Depositor, Special Servicer and Trustee to Cooperate
with Master Servicer.
The Depositor, the Special Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Master Servicer in order to enable it to perform its duties hereunder.
Section 6.08 Depositor, Master Servicer and Trustee to Cooperate
with Special Servicer.
The Depositor, the Master Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Special Servicer in order to enable it to perform its duties hereunder.
Section 6.09 Termination and Designation of Special Servicer by the
Directing Holder.
The Directing Holder may at any time and from time to time, without
cause, terminate the existing Special Servicer and designate a replacement
Special Servicer hereunder (except that with respect to the Grand Canal Shoppes
at the Venetian Trust Loan, pursuant to the related Co-Lender Agreement, the
related Directing Holder may only terminate the 2004-GG2 Special Servicer or any
subsequent special servicer of the Grand Canal Shoppes at the Venetian Loan
Group for cause). In addition, with respect to each Mortgage Loan, the Directing
Holder may appoint a replacement Special Servicer for any existing Special
Servicer that has resigned or otherwise ceased to serve (including in connection
with termination pursuant to Section 7.01) as Special Servicer. With respect to
each Loan Group, the rights of the Directing Holder or Controlling Class
Directing Holder to terminate and/or appoint a replacement Special Servicer
shall be limited to that Loan Group.
The Directing Holder or Controlling Class Directing Holder, as
applicable, shall so designate a Person to serve as replacement Special Servicer
by the delivery to the Trustee, the Master Servicer, and, if applicable, the
Companion Loan Noteholders, and the existing Special Servicer of a written
notice stating such designation. The Trustee shall, promptly after receiving any
such notice, deliver to the Rating Agencies an executed Notice and
Acknowledgment in the form attached hereto as Exhibit I-1. If the Directing
Holder has not replaced the Special Servicer within 30 days of such Special
Servicer's resignation or the date such Special Servicer has ceased to serve in
such capacity, the Trustee shall designate a successor Special Servicer, subject
to removal by the Directing Holder and appointment of a successor thereto
pursuant to the terms of this Section 6.09. Any designated Person (whether
designated by the Directing Holder or the Trustee) shall become the Special
Servicer on the date as of which the Trustee shall have received all of the
following: (1) written confirmation from all of the Rating Agencies that the
appointment of such Person will not result in an Adverse Rating Event; (2) an
Acknowledgment of Proposed Special Servicer in the form attached hereto as
Exhibit I-2, executed by the designated Person, (3) confirmation that all
out-of-pocket costs and expenses incurred in connection with the removal and
replacement of a Special Servicer have been paid either by the removing party or
the replacement Special Servicer and (4) an Opinion of Counsel (at the expense
of the Person designated to become the Special Servicer) to the effect that,
upon the execution and delivery of the Acknowledgment of Proposed Special
Servicer, the designated Person shall be bound by the terms of this Agreement
and, subject to customary limitations, that this Agreement shall be enforceable
against the designated Person in accordance with its terms. Any existing Special
Servicer shall be deemed to have resigned simultaneously with such designated
Person's becoming the Special Servicer hereunder; provided, however, that (i)
the resigning Special Servicer shall continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the effective
date of such resignation, whether in respect of Servicing Advances or otherwise,
(ii) if there were any Corrected Loans at the time that the resigning Special
Servicer ceased to serve in such capacity, the outgoing Special Servicer shall
be entitled to any Workout Fees thereafter payable with respect to the Corrected
Loans and Liquidation Fees (but only if and to the extent permitted by Section
3.11(b)) and (iii) the outgoing Special Servicer shall continue to be entitled
to the benefits of Section 6.03 notwithstanding any such resignation. Such
resigning Special Servicer shall cooperate with the Trustee and the replacement
Special Servicer in effecting the termination of the resigning Special
Servicer's responsibilities and rights hereunder, including the transfer within
two Business Days to the replacement Special Servicer for administration by it
of all cash amounts that shall at the time be or should have been credited by
the Special Servicer to a Custodial Account, a Servicing Account, a Reserve
Account or an REO Account or should have been delivered to the Master Servicer
or that are thereafter received with respect to Specially Serviced Loans and REO
Properties. The Trustee shall notify the other parties hereto, the
Certificateholders and the Companion Loan Noteholders of any termination of the
Special Servicer and appointment of a new Special Servicer in accordance with
this Section 6.09.
Any out-of-pocket costs and expenses incurred in connection with the
removal of a Special Servicer and its replacement by a Person designated by the
Directing Holder that are not paid by the replacement Special Servicer shall be
paid by the Directing Holder. Notwithstanding anything herein to the contrary,
the Directing Holder with respect to any Loan Group shall be permitted to
replace the Special Servicer in accordance with this Agreement only with respect
to such related Loan Group.
Section 6.10 Master Servicer or Special Servicer as Owner of a
Certificate.
The Master Servicer, the Special Servicer or any Affiliate of either
of them may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer or the Special Servicer or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take action
(including for this purpose, omitting to take action) that is not expressly
prohibited by the terms hereof and would not, in the Master Servicer's or the
Special Servicer's reasonable, good faith judgment, violate the Servicing
Standard, but that, if taken, might nonetheless, in the Master Servicer's or the
Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard, then the Master Servicer or the Special Servicer
may (but need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or an Affiliate
thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as appropriate) shall have failed to object
in writing (with a copy to the Companion Loan Noteholders, if the Loan Groups
are involved) to the proposal described in the written notice, and if the Master
Servicer or the Special Servicer shall act as proposed in the written notice
within 30 days, such action shall be deemed to comply with, but not modify, the
Servicing Standard. The Trustee shall be entitled to reimbursement from the
Master Servicer or the Special Servicer, as applicable, for the reasonable
expenses of the Trustee incurred pursuant to this paragraph. It is not the
intent of the foregoing provision that the Master Servicer or the Special
Servicer be permitted to invoke the procedure set forth herein with respect to
routine servicing matters arising hereunder, but rather only in the case of
unusual circumstances.
Section 6.11 Certain Powers of the Directing Holder.
(a) The Directing Holder will be entitled to advise the Special
Servicer with respect to the following actions of the Special Servicer in
connection with any Serviced Loan, subject to the consultation rights of certain
holders of certain Companion Loans, as further set forth in Section 6.11(e)
below. The Special Servicer will not be permitted to take any of the following
actions unless and until it has notified the applicable Directing Holder in
writing in capitalized, bold faced 14 point type containing the following
statement at the top of the first page: "THIS IS A REQUEST FOR DIRECTING HOLDER
ACTION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE
ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, THE SPECIAL SERVICER,
MAY DELIVER A DEEMED APPROVAL NOTICE," and (b) if the Directing Holder fails to
either approve or reject said approval action within such five Business Day
period after receipt of the first notice, and having been provided with all
reasonably requested information with respect thereto, and the Special Servicer,
delivers the approval action request to the Directing Holder accompanied by a
second notice in capitalized, bold faced 14 point type containing the following
statement at the top of the first page: "THIS IS A SECOND REQUEST FOR APPROVAL
ACTION. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED
APPROVAL ACTION WITHIN FIVE BUSINESS DAYS, SUCH APPROVAL ACTION WILL BE DEEMED
APPROVED BY THE DIRECTING HOLDER," then, if the Directing Holder fails to
approve or reject such approval action within such second five Business Day
period (approval or rejection by notice by facsimile on the same day being
acceptable), then the Directing Holder's approval will be deemed to have been
given:
(i) any proposed or actual foreclosure upon or comparable
conversion (which may include acquisition as an REO Property) of the
ownership of properties securing such of the Specially Serviced
Loans as come into and continue in default or other enforcement
action under the Loan documents;
(ii) any modification, extension, amendment or waiver of a
monetary term (including the timing of payments) or any material
non-monetary term of a Loan (including any material term relating to
insurance or any prohibition on additional debt);
(iii) any proposed or actual sale of an REO Property (other
than in connection with the termination of the Trust Fund) for less
than the Purchase Price;
(iv) any acceptance of a discounted payoff of a Loan;
(v) any determination to bring a Mortgaged Property or an REO
Property into compliance with applicable environmental laws or to
otherwise address Hazardous Materials located at a Mortgaged
Property or an REO Property;
(vi) any release of collateral for a Loan or any release of a
Mortgagor or any guarantor under a Mortgage Loan (other than in
accordance with the terms of such Loan (with no material discretion
by the mortgagee), or upon satisfaction of, such Loan);
(vii) any acceptance of substitute or additional collateral
for a Loan (other than in accordance with the terms of such Loan
(with no material discretion by the mortgagee));
(viii) any waiver of a "due-on-sale" or "due-on-encumbrance"
clause with respect to any Loan or consent to a transfer of the
Mortgaged Property or interest in the Mortgagor (to the extent the
mortgagee has the right to consent to such transfer);
(ix) any acceptance of an assumption agreement releasing a
Mortgagor or a guarantor from liability under a Loan;
(x) any acceptance of a change in the property management
company (provided that the unpaid principal balance of the related
Mortgage Loan is greater than $5,000,000) or, if applicable, the
hotel franchise for any Mortgaged Property;
(xi) any extension of the maturity date of a Mortgage Loan,
which results in the remaining term of any related ground lease
(together with extensions at the sole option of the lender) being
less than 10 years beyond the amortization term of such Mortgage
Loan;
(xii) any determination by the Special Servicer pursuant to
clause (b), (c) or (d) of the definition of "Specially Serviced
Loan" that a Loan has become a Specially Serviced Loan;
(xiii) any extension by the Special Servicer of the maturity
date of a Performing Serviced Loan pursuant to Section 3.21(d); and
(xiv) taking any action to enforce rights with respect to a
mezzanine lender under the related Co-Lender Agreement;
provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders (as a
collective whole) (or, in the case of a Serviced Loan Group, to protect the
interests of the Certificateholders and the related Companion Loan Noteholder
(as a collective whole)), the Special Servicer may take any such action without
waiting for the applicable Directing Holder's response. As used in clauses (vi)
and (vii) above, the term "material discretion" shall mean that the relevant
decision regarding the release of collateral or the acceptance of substitute or
additional collateral, as applicable, is in the discretion of the mortgagee, and
such decision need not be based upon the satisfaction of specified objective
conditions, the satisfactory delivery of certain factual evidence or opinions or
the satisfaction of any other specified objective criteria that is set forth in
the related Mortgage Loan documents.
In addition, the Directing Holder may direct the Special Servicer to
take, or to refrain from taking, any actions with respect to the servicing
and/or administration of a Specially Serviced Loan as the Directing Holder may
deem advisable or as to which provision is otherwise made herein subject to
Section 6.11(b). Upon reasonable request, the Special Servicer shall provide the
Directing Holder with any information in the Special Servicer's possession with
respect to such matters, including its reasons for determining to take a
proposed action; provided that such information shall also be provided, in a
written format, to the Trustee, who shall make it available for review pursuant
to Section 8.14(b) and, insofar as a Loan Group is involved, for review by the
related Companion Loan Noteholders.
The Special Servicer shall notify the applicable Directing Holder of
any release or substitution of collateral for a Specially Serviced Loan even if
such release or substitution is in accordance with such Loan.
Notwithstanding anything herein to the contrary, if a Companion Loan
Noteholder is a Directing Holder it shall be permitted to exercise the powers of
a Directing Holder under this Agreement only with respect to its related Loan
Group.
With respect to a Tier 2 Loan Group, the Master Servicer or Special
Servicer, as applicable, will be required to obtain the consent of the related
Companion Loan Noteholder in connection with any modification or amendment to
the related Loan documents to the extent set forth in the related Co-Lender
Agreement.
(b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Directing Holder, as contemplated by
Section 6.11(a), or any party having consultation rights under Section 6.11(e),
may (and the Special Servicer shall ignore and act without regard to any such
advice, direction or objection that the Special Servicer has determined, in its
reasonable, good faith judgment, would) require or cause the Special Servicer or
Master Servicer to violate any provision of this Agreement (exclusive of Section
6.11(a)) (including the Special Servicer's obligation to act in accordance with
the Servicing Standard), the related Loan documents or the REMIC Provisions.
(c) The Directing Holder will have no liability to the
Certificateholders or the Companion Loan Noteholders for any action taken, or
for refraining from the taking of any action, or for errors in judgment. Each
Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that: (i) the Directing Holder may, and is permitted hereunder to,
have special relationships and interests that conflict with those of Holders of
one or more Classes of Certificates; (ii) the Directing Holder may, and is
permitted hereunder to, act solely in the interests of the Holders of the
Controlling Class; (iii) the Directing Holder or its representative do not have
any duties to the Holders of any Class of Certificates other than the
Controlling Class; (iv) the Directing Holder may, and is permitted hereunder to,
take actions that favor interests of the Holders of the Controlling Class over
the interests of the Holders of one or more other Classes of Certificates; (v)
the Directing Holder shall have no liability whatsoever for having acted solely
in the interests of the Holders of the Controlling Class or the related
Companion Loan Noteholder, as the case may be; and (vi) the Directing Holder
shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Directing Holder, any Holder of the
Controlling Class or any director, officer, employee, agent or principal thereof
for having so acted.
(d) The applicable Companion Loan Noteholders shall be entitled to
receive, upon request made to any party hereto, a copy of any notice or report
required to be delivered (upon request or otherwise) by such party to the
related Loan Group Directing Holder or the Trustee with respect to the related
Loan Group. Any such party shall be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing such copies.
The Co-Lender Agreement and Lead PSA for the 1370 Avenue of the
Americas Trust Loan provides certain non-binding consultation rights that are
exercisable by the majority holder of the controlling class of a securitization.
Such rights shall be exercisable by the Directing Holder hereunder, and the
Master Servicer, Special Servicer or Trustee, as applicable, shall forward any
notice or request it receives in connection therewith to the Directing Holder
and, in connection therewith, shall direct the Lead Master Servicer or Lead
Special Servicer, as applicable, to recognize the Directing Holder as such.
(e) In addition to the provisions of Section 6.11(a), with respect
to the 1370 Avenue of the Americas Loan Group during a 1370 Avenue of the
Americas Lead Servicing Period, the Special Servicer may not take any of the
actions set forth in Section 6.11(a)(i)-(xiv) without consulting, on a
non-binding basis, with the Controlling Class Directing Holder.
In connection with the consultation rights set forth in Section
6.11(e) above:
(1) the Special Servicer shall deliver to the holder of such
consultation rights the same notice and information to be
provided to the Directing Holder in accordance with Section
6.11(a);
(2) the party entitled to such consultation rights shall have an
opportunity to consult with the Special Servicer for a period
of 10 Business Days from the initial notice of the related
action; provided that if the Special Servicer determines that
it needs to take immediate action and cannot wait until the
review period set forth above expires, then, in such case, the
Special Servicer shall decide, in accordance with the
Servicing Standard, what course of action to take and shall be
authorized to take such action.
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
(a) "Event of Default," wherever used herein, means any one of the
following events:
(i) (A) any failure by the Master Servicer to make a required
deposit to the Custodial Account on the day such deposit was first
required to be made under this Agreement, which failure is not
remedied within one Business Day, or (B) any failure by the Master
Servicer to deposit into, or remit to the Trustee for deposit into,
the Distribution Account (including any P&I Advance) any amount
required to be so deposited or remitted, which failure is not
remedied by 11:00 a.m. New York City time on the relevant
Distribution Date; or
(ii) any failure by the Special Servicer to deposit into the
REO Account within two Business Days after the day such deposit is
required to be made, or to remit to the Master Servicer for deposit
in the Custodial Account any such remittance required to be made by
the Special Servicer within one Business Day following the day on
which such remittance is required to be made under this Agreement;
or
(iii) (x) any failure by the Master Servicer or the Special
Servicer duly to observe or perform in any material respect any of
its other covenants or obligations under this Agreement, which
failure continues unremedied for thirty days, (y) any failure by the
Master Servicer to timely make any Servicing Advance required to be
made by it pursuant to this Agreement which continues unremedied for
a period ending on the earlier of (A) fifteen (15) days following
the date such Servicing Advance was first required to be made, and
(B) either, if applicable, (1) in the case of a Servicing Advance
relating to the payment of insurance premiums in accordance with
Section 3.07, the day on which such insurance coverage terminates if
such premiums are not paid or (2) in the case of a Servicing Advance
relating to the payment of real estate taxes, the date of the
commencement of a foreclosure action with respect to the failure to
make such payment or (z) any failure by the Master Servicer to
deliver the reports required by Sections 3.13 and 3.14 of this
Agreement in any year that a report on Form 10-K is required to be
filed with the Commission, which failure continues unremedied for
five (5) days, after written notice of the failure has been given to
the Master Servicer or the Special Servicer, as the case may be, by
any other party to this Agreement, or to the Master Servicer or the
Special Servicer, as the case may be, with a copy to each other
party to the related pooling and servicing agreement, by Holders of
Certificates of any Class, evidencing as to that Class, not less
than 25% of the aggregate Voting Rights for such Class; provided,
however, if that failure is capable of being cured and the Master
Servicer or Special Servicer, as applicable, is diligently pursuing
that cure, that 30-day period will be extended an additional 30
days; or
(iv) any breach on the part of the Master Servicer or the
Special Servicer of any representation or warranty in this Agreement
that materially and adversely affects the interests of any Class of
Certificates and that continues unremedied for a period of 30 days
after the date on which notice of that breach, requiring the same to
be remedied, will have been given to the Master Servicer or the
Special Servicer, as the case may be, by the Depositor, the Trustee
or the Fiscal Agent, or to the Master Servicer, the Special
Servicer, the Depositor, the Trustee and the Fiscal Agent by the
Holders of Certificates of any Class, evidencing as to that Class,
not less than 25% of the aggregate Voting Rights of such Class;
provided, however, if that breach is capable of being cured and the
Master Servicer or Special Servicer, as applicable, is diligently
pursuing that cure, that 30-day period will be extended an
additional 30 days; or
(v) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency
or similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the
Master Servicer or the Special Servicer and such decree or order
shall have remained in force undischarged, undismissed or unstayed
for a period of 60 days; or
(vi) the Master Servicer or the Special Servicer shall consent
to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of
or relating to it or of or relating to all or substantially all of
its property; or
(vii) the Master Servicer or the Special Servicer shall admit
in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable bankruptcy,
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, voluntarily suspend payment of its
obligations, or take any corporate action in furtherance of the
foregoing; or
(viii) a servicing officer of the Master Servicer or the
Special Servicer, as applicable, obtains actual knowledge that
Xxxxx'x has (i) qualified, downgraded or withdrawn its rating or
ratings of one or more Classes of Certificates, or (ii) has placed
one or more Classes of Certificates on "watch status" in
contemplation of a ratings downgrade or withdrawal (and such "watch
status" placement shall not have been withdrawn by Xxxxx'x within 60
days of the date such servicing officer obtained such actual
knowledge) and, in the case of either of clause (i) or (ii), cited
servicing concerns with the Master Servicer or Special Servicer, as
applicable, as the sole or material factor in such rating action; or
(ix) the Master Servicer or the Special Servicer has been
removed from S&P's approved master servicer list or S&P's approved
special servicer list, respectively, and any of the ratings assigned
to the Certificates have been qualified, downgraded or withdrawn in
connection with such removal and the Master Servicer or Special
Servicer is not reinstated on such list within 30 days;
(x) or any failure by the Master Servicer to make, on a timely
basis, the required payments to the applicable Companion Loan
Noteholder on any Loan Group Remittance Date, which failure
continues unremedied until 11:00 a.m. (New York City time) on the
first Business Day after such remittance date;
(xi) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the
covenants or agreements on the part of the Master Servicer contained
in this Agreement which continues unremedied for a period of 30 days
after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Master
Servicer by any affected holder of a Serviced Companion Loan;
provided, however, that if such covenant or agreement is capable of
being cured and the Master Servicer is diligently pursuing such
cure, such 30-day period shall be extended for an additional 30
days; or
(xii) with respect to any Serviced Companion Loan (1)the
Master Servicer has been removed from S&P's approved master servicer
list and any of the ratings assigned to any Companion Loan
Securities have been qualified, downgraded or withdrawn in
connection with such removal and the Master Servicer is not
reinstated on such list within 30 days; or (2) a servicing officer
of the Master Servicer obtains actual knowledge that the
continuation of the Master Servicer in such capacity for such
Serviced Companion Loan would result in the downgrade, qualification
or withdrawal of any rating then assigned by Xxxxx'x to any
Companion Loan Securities and such notice is not withdrawn within 30
days.
When a single entity acts as the Master Servicer and the Special
Servicer, an Event of Default in one capacity shall constitute an Event of
Default in the other capacity.
(b) If any Event of Default described in clauses (i)-(vii) and (ix)
of subsection (a) above shall occur with respect to the Master Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") and shall be continuing, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 25% of the Voting Rights, the Trustee shall, by notice in writing to the
Defaulting Party (with a copy of such notice to each other party hereto and the
Rating Agencies) terminate, subject to Section 7.01(d), all of the rights and
obligations (but not the liabilities for actions and omissions occurring prior
thereto) of the Defaulting Party under this Agreement and in and to the Trust
Fund and the Companion Loans, other than its rights, if any, as a
Certificateholder hereunder or as the holder of the Companion Loans or any
interest therein.
If any Event of Default described in clause (viii) of subsection (a)
above shall occur with respect to the Master Servicer or the Special Servicer
(in either case, under such circumstances, for purposes of this Section 7.01(b),
the "Defaulting Party"), the Trustee shall, by notice in writing (to be sent
immediately by facsimile transmission) to the Defaulting Party (with a copy of
such notice to each other party hereto and the Rating Agencies), terminate,
subject to Section 7.01(d), all of the rights and obligations (but not the
liabilities for actions and omissions occurring prior thereto) of the Defaulting
Party under this Agreement and in and to the Trust Fund and the Companion Loans,
other than its rights, if any, as a Certificateholder hereunder or as the holder
of the Companion Loans or any interest therein, within 30 days following the
occurrence of such Event of Default.
From and after the receipt by the Defaulting Party of such written
notice of termination, all authority and power of the Defaulting Party under
this Agreement, whether with respect to the Certificates (other than as a Holder
of any Certificate), the Loans (other than as a holder thereof or any interest
therein) or otherwise, shall pass to and be vested in the Trustee pursuant to
and under this section, and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense
of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Loans and
related documents, or otherwise.
The Master Servicer and the Special Servicer each agree that, if it
is terminated pursuant to this Section 7.01(b), it shall promptly (and in any
event no later than ten Business Days subsequent to its receipt of the notice of
termination) provide the Trustee with all documents and records, including those
in electronic form, requested thereby to enable the Trustee to assume the Master
Servicer's or Special Servicer's, as the case may be, functions hereunder, and
shall cooperate with the Trustee in effecting the termination of the Master
Servicer's or Special Servicer's, as the case may be, responsibilities and
rights hereunder, including (i) if the Master Servicer is the Defaulting Party,
the immediate transfer to the Trustee or a successor Master Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Master Servicer to a Custodial Account, the
Distribution Account, the Defeasance Deposit Account, a Servicing Account or a
Reserve Account or that are thereafter received by or on behalf of it with
respect to any Loan or (ii) if the Special Servicer is the Defaulting Party, the
transfer within two Business Days to the Trustee or a successor Special Servicer
for administration by it of all cash amounts that shall at the time be or should
have been credited by the Special Servicer to an REO Account, a Custodial
Account, a Servicing Account or a Reserve Account or should have been delivered
to the Master Servicer or that are thereafter received by or on behalf of it
with respect to any Loan or REO Property; provided, however, that the Master
Servicer and the Special Servicer each shall, if terminated pursuant to this
Section 7.01(b), continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date of such termination, whether
in respect of Advances or otherwise, and it shall continue to be entitled to the
benefits of Section 6.03 notwithstanding any such termination.
Any cost or expenses in connection with any actions to be taken by
any party hereto pursuant to the prior paragraph shall be borne by the
Defaulting Party and if not paid by the Defaulting Party within 90 days after
the presentation of reasonable documentation of such costs and expenses, such
expense shall be reimbursed by the Trust Fund; provided, however, that the
Defaulting Party shall not thereby be relieved of its liability for such
expenses. For purposes of this Section 7.01 and also for purposes of Section
7.03(b), the Trustee shall not be deemed to have knowledge of an event which
constitutes, or which with the passage of time or notice, or both, would
constitute an Event of Default unless a Responsible Officer of the Trustee
assigned to and working in the Trustee's Corporate Trust Office has actual
knowledge thereof or unless notice of any event which is in fact such an Event
of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.
(c) In the case of an Event of Default under Section 7.01(a)(viii)
or (ix) of which the Trustee has notice, the Trustee shall provide written
notice thereof to the Master Servicer promptly upon receipt of such notice.
Notwithstanding Section 7.01(b), if the Master Servicer receives a notice of
termination under Section 7.01(b) solely due to an Event of Default under
Section 7.01(a)(viii) or (ix) and if the terminated Master Servicer provides the
Trustee with the appropriate "request for proposal" materials within five
Business Days following such termination, then the Master Servicer shall
continue to serve in such capacity hereunder until a successor thereto is
selected in accordance with this Section 7.01(c) or the expiration of 45 days
from the Master Servicer's receipt of the notice of termination, whichever
occurs first.
Upon receipt of such "request for proposal" materials from the
terminated Master Servicer, the Trustee shall promptly thereafter (using such
"request for proposal" materials) solicit good faith bids for the rights to
master service the Loans under this Agreement from at least three (3) Persons
qualified to act as a successor Master Servicer hereunder in accordance with
Section 6.02 and Section 7.02 (any such Person so qualified, a "Qualified
Bidder") or, if three (3) Qualified Bidders cannot be located, then from as
many Persons as the Trustee can determine are Qualified Bidders; provided
that at the Trustee's request, the terminated Master Servicer shall supply
the Trustee with the names of Persons from whom to solicit such bids; and
provided, further, that the Trustee shall not be responsible if less than
three (3) or no Qualified Bidders submit bids for the right to master service
the Loans under this Agreement. The bid proposal shall require any
Successful Bidder (as defined below), as a condition of such bid, to enter
into this Agreement as successor Master Servicer, and to agree to be bound by
the terms hereof, within 45 days after the receipt of notice of termination
by the terminated Master Servicer. The Trustee shall solicit bids: (i) on
the basis of such successor Master Servicer retaining all Sub-Servicers to
continue the primary servicing of the Loans pursuant to the terms of the
respective Sub-Servicing Agreements and to enter into a Sub-Servicing
Agreement with the terminated Master Servicer to sub-service each of the
Loans not subject to a Sub-Servicing Agreement at a sub-servicing fee rate
per annum equal to the Master Servicing Fee Rate minus one (1) basis point
per Loan serviced (each, a "Servicing-Retained Bid"); and (ii) on the basis
of terminating each Sub-Servicing Agreement and Sub-Servicer that it is
permitted to terminate in accordance with Section 3.23 (each, a
"Servicing-Released Bid"). The Trustee shall select the Qualified Bidder
with the highest cash Servicing-Retained Bid (or, if none, the highest cash
Servicing Released Bid) (the "Successful Bidder") to act as successor Master
Servicer hereunder. The Trustee shall direct the Successful Bidder to enter
into this Agreement as successor Master Servicer pursuant to the terms hereof
(and, if the successful bid was a Servicing Retained Bid, to enter into a
Sub-Servicing Agreement with the terminated Master Servicer as contemplated
above) no later than 45 days after the receipt of notice of termination by
the terminated Master Servicer.
Upon the assignment and acceptance of the master servicing rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted (i) if the successful bid was a Servicing-Retained Bid, to the
terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.
The terminated Master Servicer shall be responsible for all
out-of-pocket expenses incurred in connection with the attempt to sell its
rights to service the Loans, which expenses are not reimbursed to the party that
incurred such expenses pursuant to the preceding paragraph.
If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 45 days after the terminated Master Servicer
received written notice of termination or no Successful Bidder was identified
within such 45-day period, the terminated Master Servicer shall reimburse the
Trustee for all reasonable "out-of-pocket" expenses incurred by the Trustee in
connection with such bid process and the Trustee shall have no further
obligations under this Section 7.01(c). The Trustee thereafter may act or may
select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.
(d) Other than with respect to any Loan which is serviced by the
Primary Servicer (unless the Primary Servicer is in default under the related
Primary Servicing Agreement and such default results in the ability to terminate
the Primary Servicer under the provisions of the Primary Servicing Agreement)
and notwithstanding Section 7.01(b), if any Event of Default on the part of the
Master Servicer occurs that affects a Companion Loan Noteholder and the Master
Servicer is not otherwise terminated in accordance with Section 7.01(b), or an
Event of Default on the part of the Master Servicer occurs that affects only one
or more of the Companion Loans, the Master Servicer may not be terminated in
accordance with Section 7.01(b), but, at the direction of the related Companion
Loan Noteholder, the Trustee shall require the Master Servicer to appoint,
within 30 days of the Trustee's request, a Sub-Servicer (or, if the Loan Groups
are currently being sub-serviced, to replace, within 30 days of the Trustee's
request, the then-current Sub-Servicer with a new Sub-Servicer) with respect to
the related Loan Group. In connection with the Master Servicer's appointment of
a Sub-Servicer at the request of the Trustee in accordance with this Section
7.01(d), the Master Servicer shall obtain written confirmation from each Rating
Agency that such appointment will not result in an Adverse Rating Event with
respect to the Certificates or any Companion Loan Securities. The related
Sub-Servicing Agreement shall provide that any Sub-Servicer appointed by the
Master Servicer at the request of the Trustee in accordance with this Section
7.01(d) shall be responsible for all duties, and shall be entitled to all
compensation, of the Master Servicer under this Agreement with respect to the
related Loan Group, except that the Master Servicer shall be entitled to retain
a portion of the Master Servicing Fee for the Mortgage Loan in the related Loan
Group calculated at 0.01% per annum. Such Sub-Servicing Agreement shall also
provide that such Sub-Servicer shall agree to become the master servicer under a
separate servicing agreement for the applicable Loan Group in the event that the
applicable Loan Group is no longer to be serviced and administered hereunder,
which separate servicing agreement shall contain servicing and administration,
limitation of liability, indemnification and servicing compensation provisions
substantially similar to the corresponding provisions of this Agreement, except
for the fact that the applicable Loan Group and the related Loan Group Mortgaged
Properties shall be the sole assets serviced and administered thereunder and the
sole source of funds thereunder. If any Sub-Servicer appointed by the Master
Servicer at the request of the Trustee in accordance with this Section 7.01(d)
shall at any time resign or be terminated, the Master Servicer shall be required
to promptly appoint a substitute Sub-Servicer, which appointment shall not
result in an Adverse Rating Event with respect to the Certificates or any
Companion Loan Securities (as evidenced in writing by each Rating Agency). In
the event that a successor Master Servicer is acting hereunder and that
successor Master Servicer desires to terminate the Sub-Servicer appointed under
this Section 7.01(d), the terminated Master Servicer that was responsible for
the Event of Default that led to the appointment of such Sub-Servicer shall be
responsible for all costs incurred in connection with such termination,
including the payment of any termination fee.
Section 7.02 Trustee to Act; Appointment of Successor.
On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless and until a successor is appointed
pursuant to Section 6.04, Section 6.09 or Section 7.01(c), be the successor in
all respects to the Master Servicer or the Special Servicer, as the case may be,
in its capacity as such under this Agreement and the transactions set forth or
provided for herein and shall have all (and the former Master Servicer or the
Special Servicer, as the case may be, shall cease to have any) of the
responsibilities, duties and liabilities of the Master Servicer or the Special
Servicer, as the case may be, arising thereafter, including, if the Master
Servicer is the resigning or terminated party, the Master Servicer's obligation
to make P&I Advances, including in connection with any termination of the Master
Servicer for an Event of Default described in clause 7.01(a)(iii), the unmade
P&I Advances that gave rise to such Event of Default; provided that any failure
to perform such duties or responsibilities caused by the Master Servicer's or
the Special Servicer's, as the case may be, failure to provide information or
monies required by Section 7.01 shall not be considered a default by the Trustee
hereunder. The Trustee shall not be liable for any of the representations and
warranties of the resigning or terminated party or for any losses incurred by
the resigning or terminated party pursuant to Section 3.06 hereunder nor shall
the Trustee be required to purchase any Loan hereunder. As compensation
therefor, the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder (except as set forth in
Section 3.11(b)). Notwithstanding the above, the Trustee may, if it shall be
unwilling to so act as either Master Servicer or Special Servicer, as the case
may be, or shall, if it is unable to so act as either Master Servicer or Special
Servicer, as the case may be, or if the Trustee is not approved as a master
servicer or a special servicer, as the case may be, by any of the Rating
Agencies, or if the Holders of Certificates entitled to a majority of the Voting
Rights so request in writing to the Trustee, promptly appoint, or petition a
court of competent jurisdiction to appoint, any established mortgage loan
servicing institution as the successor to the resigning or terminated Master
Servicer or the Special Servicer, as the case may be, hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the resigning or terminated Master Servicer or the Special Servicer, as the case
may be, hereunder; provided, however, that no such appointee shall succeed to
the rights and obligations of the Master Servicer or Special Servicer hereunder
unless (i) as confirmed in writing by each of the Rating Agencies, such
succession will not result in an Adverse Rating Event, and (ii) such appointee
makes the applicable representations and warranties set forth in Section 3.24;
and provided, further, that in the case of a resigning or terminated Special
Servicer, such appointment shall be subject to the rights of the Holders of
Certificates evidencing a majority of the Voting Rights allocated to the
Controlling Class to designate a successor pursuant to Section 6.09. No
appointment of a successor to the Master Servicer or the Special Servicer
hereunder shall be effective until the assumption by the successor to such party
of all its responsibilities, duties and liabilities under this Agreement.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with any such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Loans as it and such successor shall agree,
subject to the terms of this Agreement limiting the use of funds Received in
respect of a Loan Group to matters related to such Loan Group; provided,
however, that no such compensation shall be in excess of that permitted the
resigning or terminated party hereunder. Such successor and the other parties
hereto shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.
Section 7.03 Notification to Certificateholders.
(a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and the
Master Servicer shall give prompt written notice thereof to the Companion Loan
Noteholders.
(b) Not later than 10 days after a Responsible Officer of the
Trustee has notice of the occurrence of any event which constitutes or, with
notice or lapse of time or both, would constitute an Event of Default, the
Trustee shall transmit by mail to the Depositor, all the Certificateholders, the
Companion Loan Noteholders (to the extent the Trustee has received their
respective contact information from the Master Servicer, who shall provide such
information to the Trustee upon request) and the Rating Agencies notice of such
occurrence, unless such default shall have been cured.
Section 7.04 Waiver of Events of Default.
The Holders representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Event of Default
hereunder, together with the Companion Loan Noteholders (if adversely affected
by such Event of Default), may waive such Event of Default; provided, however,
that an Event of Default under any of clauses (i), (ii), (iii), (viii) and (ix)
of Section 7.01(a) may be waived only by all of the Certificateholders of the
affected Classes, together with the Companion Loan Noteholders, if any, that is
affected by such Event of Default. Upon any such waiver of an Event of Default,
such Event of Default shall cease to exist and shall be deemed to have been
remedied for every purpose hereunder. No such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereon
except to the extent expressly so waived. Notwithstanding any other provisions
of this Agreement, for purposes of waiving any Event of Default pursuant to this
Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to Voting Rights with respect to
the matters described above.
The foregoing paragraph notwithstanding, if the Holders representing
at least the requisite percentage of the Voting Rights allocated to each
affected Class of Certificates desire to waive an Event of Default by the Master
Servicer, but either a Companion Loan Noteholder (in each case if adversely
affected thereby) does not wish to waive that Event of Default, then those
Holders may still waive that default, and the applicable Companion Loan
Noteholder, will be entitled to request that the Master Servicer appoint, within
60 days of the Companion Loan Noteholder's request, as applicable, a
Sub-Servicer (or, if the applicable Loan Group is currently being subserviced,
to replace, within 60 days of the Companion Loan Noteholder's request, the
then-current Sub-Servicer with a new Sub-Servicer) with respect to the
applicable Loan Group. In connection with the Master Servicer's appointment of a
Sub-Servicer at the request of a Companion Loan Noteholder in accordance with
this Section 7.04, the Master Servicer shall obtain written confirmation from
each Rating Agency that such appointment will not result in an Adverse Rating
Event with respect to the Certificates or any Companion Loan Securities. The
related Sub-Servicing Agreement shall provide that any Sub-Servicer appointed by
the Master Servicer at the request of a Companion Loan Noteholder in accordance
with this Section 7.04 shall be responsible for all duties, and shall be
entitled to all compensation, of the Master Servicer under this Agreement with
respect to the applicable Loan Group, except that the Master Servicer shall be
entitled to retain a portion of the Master Servicing Fee for the Mortgage Loan
in the Loan Group calculated at 0.01% per annum. Such Sub-Servicing Agreement
shall also provide that such Sub-Servicer shall become the master servicer under
a separate servicing agreement for the applicable Loan Group in the event that
the Loan Group is no longer to be serviced and administered hereunder, which
separate servicing agreement shall contain servicing and administration,
limitation of liability, indemnification and servicing compensation provisions
substantially similar to the corresponding provisions of this Agreement, except
for the fact that the applicable Loan Group and the Loan Group Mortgaged
Properties shall be the sole assets serviced and administered thereunder and the
sole source of funds thereunder. Such Sub-Servicer shall meet the requirements
of Section 3.23. If any Sub-Servicer appointed by the Master Servicer at the
request of the Companion Loan Noteholder in accordance with this Section 7.04
shall at any time resign or be terminated, the Master Servicer shall be required
to promptly appoint a substitute Sub-Servicer, which appointment shall not
result in an Adverse Rating Event (as evidenced in writing by each Rating
Agency). In the event a successor Master Servicer is acting hereunder and that
successor Master Servicer desires to terminate the Sub-Servicer appointed under
this Section 7.04, the terminated Master Servicer that was responsible for the
Event of Default that led to the appointment of such Sub-Servicer shall be
responsible for all costs incurred in connection with such termination,
including the payment of any termination fee.
Section 7.05 Additional Remedies of Trustee Upon Event of Default.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name and as
trustee of an express trust and on behalf of the Companion Loan Noteholders, to
take all actions now or hereafter existing at law, in equity or by statute to
enforce its rights and remedies and to protect the interests, and enforce the
rights and remedies, of the Certificateholders and the Companion Loan
Noteholders (including the institution and prosecution of all judicial,
administrative and other proceedings and the filings of proofs of claim and debt
in connection therewith). Except as otherwise expressly provided in this
Agreement, no remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy, and no delay or omission to exercise any right or remedy shall
impair any such right or remedy or shall be deemed to be a waiver of any Event
of Default.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs; provided that if the Trustee is acting as Master Servicer or
Special Servicer, it shall act in accordance with the Servicing Standard. Any
permissive right of the Trustee contained in this Agreement shall not be
construed as a duty.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the terms of this Agreement and the direction of any
Directing Holder, Controlling Class or Holders of Certificates entitled to
at least 25% of the Voting Rights, relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement; and
(iv) The protections, immunities and indemnities afforded to the
Trustee hereunder shall also be available to it in its capacity as
Authenticating Agent, Certificate Registrar, Tax Administrator and
Custodian.
Section 8.02 Certain Matters Affecting Trustee.
Except as otherwise provided in Section 8.01 and Article X:
(i) the Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance therewith;
(iii) the Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to make any
investigation of matters arising hereunder or, except as provided in
Section 10.01, to institute, conduct or defend any litigation hereunder or
in relation hereto, at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement, unless
such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby; except as provided in Section 10.01,
the Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably
assured to it; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default
which has not been cured, to exercise such of the rights and powers vested
in it by this Agreement, and to use the same degree of care and skill in
their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;
(iv) the Trustee shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(v) prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, and
except as may be provided in Section 10.01, the Trustee shall not be bound
to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Certificates entitled to at
least 25% of the Voting Rights; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability as a condition to taking any such action;
(vi) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys; provided, however, that the Trustee shall remain responsible
for all acts and omissions of such agents or attorneys within the scope of
their employment to the same extent as it is responsible for its own
actions and omissions hereunder; and
(vii) the Trustee shall not be responsible for any act or omission
of the Master Servicer or the Special Servicer (unless the Trustee is
acting as Master Servicer or the Special Servicer) or the Depositor.
Section 8.03 Trustee and Fiscal Agent Not Liable for Validity or
Sufficiency of Certificates or Loans.
The recitals contained herein and in the Certificates, other than
the statements attributed to the Trustee and the Fiscal Agent in Article II and
Section 8.16 and Section 8.18 and the signature of the Certificate Registrar and
the Authenticating Agent set forth on each outstanding Certificate, shall not be
taken as the statements of the Trustee or the Fiscal Agent, and neither the
Trustee nor the Fiscal Agent shall assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16 and 8.18, the Trustee
and the Fiscal Agent make no representations as to the validity or sufficiency
of this Agreement or of any Certificate (other than as to the signature of the
Trustee set forth thereon) or of any Loan or related document. The Trustee and
the Fiscal Agent shall not be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Mortgage Loans to the Trust Fund, or any
funds deposited in or withdrawn from a Custodial Account or any other account by
or on behalf of the Depositor, the Master Servicer or the Special Servicer. The
Trustee and the Fiscal Agent shall not be responsible for the accuracy or
content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Depositor, the Master Servicer or the
Special Servicer, and accepted by the Trustee in good faith, pursuant to this
Agreement.
Section 8.04 Trustee and Fiscal Agent May Own Certificates.
The Trustee, the Fiscal Agent or any agent of the Trustee and the
Fiscal Agent, in its individual or any other capacity, may become the owner or
pledgee of Certificates with (except as otherwise provided in the definition of
"Certificateholder") the same rights it would have if it were not the Trustee,
the Fiscal Agent or such agent.
Section 8.05 Fees and Expenses of Trustee; Indemnification of and by
Trustee.
(a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Distribution Account, prior to any distributions
to be made therefrom on such date, and pay to itself the Trustee Fee for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, as compensation for all services rendered by the Trustee in
the execution of the trusts hereby created and in the exercise and performance
of any of the powers and duties of the Trustee hereunder. The Trustee Fees
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole compensation for such services to be rendered by it.
(b) The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to be indemnified for and held harmless by the Trust
Fund against any loss, liability or reasonable "out-of-pocket" expense
(including costs and expenses incurred in connection with removal of the Special
Servicer and Master Servicer pursuant to Sections 7.01 and 7.02, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement) arising out of, or incurred in connection with,
this Agreement or the Certificates ("Trustee Liability"); provided that such
loss, liability or expense constitutes an "unanticipated expense" within the
meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); and provided,
further, that neither the Trustee nor any of the other above specified Persons
shall be entitled to indemnification pursuant to this Section 8.05(b) for (1)
any liability specifically required to be borne thereby pursuant to the terms of
this Agreement, or (2) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of, or the
negligent disregard of, the Trustee's obligations and duties hereunder, or as
may arise from a breach of any representation, warranty or covenant of the
Trustee made herein, or (3) any loss, liability or expense that constitutes
allocable overhead. The provisions of this Section 8.05(b) and of Section
8.05(c) shall survive any resignation or removal of the Trustee and appointment
of a successor trustee.
(c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one hand and the Trustee on the other in connection with the actions or
omissions which resulted in such Trustee Liability, as well as any other
relevant equitable considerations.
(d) The Trustee shall indemnify and hold harmless the Trust Fund
against any losses arising out of any errors made solely by the Trustee in
calculating distributions to be made hereunder and any other calculation or
reporting hereunder (in each case not attributable to information provided to
the Trustee by the Master Servicer or the Special Servicer); provided that such
loss arose by reason of willful misfeasance, bad faith or negligence on the part
of the Trustee. The provisions of this Section 8.05(d) shall survive any
resignation or removal of the Trustee and appointment of a successor trustee.
Section 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a bank, a trust company,
an association or a corporation organized and doing business under the laws of
the United States of America or any state thereof or the District of Columbia,
authorized under such laws to exercise trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state banking authority. If such bank, trust company, association or
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such bank,
trust company, association or corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Trustee shall at all times maintain a long-term unsecured debt
rating of at least "Aa3" by Xxxxx'x and "AA-" by S&P (or "A+" by S&P if the
short-term unsecured debt rating of the Trustee is rated at least "A-1" by S&P)
(or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then
currently acting in such capacity, of at least "A3" by Xxxxx'x and "A-" by S&P)
(or, in the case of either Rating Agency, such other rating as shall not result
in an Adverse Rating Event with respect to the Certificates or any Companion
Loan Securities, as confirmed in writing by such Rating Agency). The Trustee's
acting in such capacity shall not adversely affect the application of the
Prohibited Transaction Exemption to the Investment Grade Certificates. If at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 8.07; provided that if the Trustee shall cease to be
so eligible because its combined capital and surplus is no longer at least
$50,000,000 or its long-term unsecured debt rating no longer conforms to the
requirements of the immediately preceding sentence, and if the Trustee proposes
to the other parties hereto to enter into an agreement with (and reasonably
acceptable to) each of them, and if in light of such agreement the Trustee's
continuing to act in such capacity would not (as evidenced in writing by each
Rating Agency) cause an Adverse Rating Event, then upon the execution and
delivery of such agreement the Trustee shall not be required to resign, and may
continue in such capacity, for so long as none of the ratings assigned by the
Rating Agencies to the Certificates is adversely affected thereby. The bank,
trust company, corporation or association serving as Trustee may have normal
banking and trust relationships with the Depositor, the Master Servicer, the
Special Servicer and their respective Affiliates.
Section 8.07 Resignation and Removal of Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer, all Certificateholders and the Companion
Loan Noteholders. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee acceptable to the Depositor by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee and to the successor trustee. A copy of such instrument shall be
delivered to the Master Servicer, the Special Servicer, the Certificateholders
and the Companion Loan Noteholders by the Depositor. If no successor trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or if
the Trustee shall fail (other than by reason of the failure of either the Master
Servicer or the Special Servicer to timely perform its obligations hereunder or
as a result of other circumstances beyond the Trustee's reasonable control), to
timely deliver or otherwise make available in accordance with this Agreement any
current or revised Distribution Date Statement, CMSA Loan Periodic Update File,
CMSA Property File, CMSA Financial File or other report or statement required by
Section 4.02 and such failure shall continue unremedied for a period of five
days after receipt of written notice by the Trustee of such failure, or if a tax
is imposed or threatened with respect to the Trust Fund by any state in which
the Trustee is located or in which it holds any portion of the Trust Fund, then
the Depositor may remove the Trustee and appoint a successor trustee acceptable
to the Depositor and the Master Servicer by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Companion Loan
Noteholders by the successor trustee so appointed.
(c) The Holders of Certificates entitled to 51% of the Voting Rights
may at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set to the Trustee so removed and one complete set
to the successor trustee so appointed. A copy of such instrument shall be
delivered to the Depositor, the Special Servicer, the remaining
Certificateholders and the Companion Loan Noteholders by the successor trustee
so appointed.
(d) In the event that the Trustee is terminated or removed pursuant
to this Section 8.07, all of its and any corresponding Fiscal Agent's rights and
obligations under this Agreement and in and to the Loans shall be terminated,
other than any rights or obligations that accrued prior to the date of such
termination or removal (including the right to receive all fees, expenses and
other amounts (including P&I Advances and any accrued interest thereon) accrued
or owing to it under this Agreement, with respect to periods prior to the date
of such termination or removal, and no termination without cause shall be
effective until the payment of such amounts to the Trustee and such Fiscal
Agent).
(e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.
Section 8.08 Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to the predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee (at the expense of the Certificateholders
that effected the removal, if the Trustee has been removed in accordance with
Section 8.07(c) without cause or if such expenses are not paid by such
Certificateholders within ninety (90) days after they are incurred, at the
expense of the Trust, provided that such Certificateholders shall remain liable
to the Trust for such expenses) all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage Files at the time held
on its behalf by a third-party Custodian, which Custodian shall become the agent
of the successor trustee), and the Depositor, the Master Servicer, the Special
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required to more fully and
certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.
(b) No successor trustee shall accept appointment as provided in
this Section 8.08, unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, such successor trustee shall mail notice of the
succession of such trustee hereunder to the Depositor, the Master Servicer, the
Special Servicer, the Certificateholders and the Companion Loan Noteholders.
Section 8.09 Merger or Consolidation of Trustee and Fiscal Agent.
Any entity into which the Trustee or the Fiscal Agent may be
merged or converted, or with which the Trustee or the Fiscal Agent may be
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Trustee or the Fiscal Agent shall be a party, or
any entity succeeding to the corporate trust business of the Trustee, shall
be the successor of the Trustee or the Fiscal Agent, as the case may be,
hereunder, provided such entity shall be eligible under the provisions of
Section 8.06 or Section 8.17, as applicable, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Trustee shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
(b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts vested therein pursuant to
the applicable instrument of appointment and this Section 8.10, shall vest in
and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
(e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.
Section 8.11 Appointment of Custodians.
The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and shall not be the Depositor,
a Mortgage Loan Seller or any Affiliate of any of them. Neither the Master
Servicer nor the Special Servicer shall have any duty to verify that any such
Custodian is qualified to act as such in accordance with the preceding sentence.
The Trustee may enter into agreements to appoint a Custodian which is not the
Trustee, provided that such agreement: (i) is consistent with this Agreement in
all material respects and requires the Custodian to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Trustee shall
for any reason no longer act in the capacity of Trustee hereunder, the successor
Trustee or its designee may thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of the
Custodian under such agreement or, alternatively, may terminate such agreement
without cause and without payment of any penalty or termination fee; and (iii)
does not permit the Custodian any rights of indemnification that may be
satisfied out of assets of the Trust Fund. The appointment of one or more
Custodians shall not relieve the Trustee from any of its obligations hereunder,
and the Trustee shall remain responsible for all acts and omissions of any
Custodian. In the absence of any other Person appointed in accordance herewith
acting as Custodian, the Trustee agrees to act in such capacity in accordance
with the terms hereof. Notwithstanding anything herein to the contrary, if the
Trustee is no longer the Custodian, any provision or requirement herein
requiring notice or any information or documentation to be provided to the
Custodian shall be construed to require that such notice, information or
documents also be provided to the Trustee. Any Custodian hereunder shall at all
times maintain a fidelity bond and errors and omissions policy in amounts
customary for custodians performing duties similar to those set forth in this
Agreement and, in any event, satisfying the same requirements (including as to
the insurer) as are applicable to any such bond or policy required to be
maintained by the Master Servicer pursuant to Section 3.07.
Section 8.12 Appointment of Authenticating Agents.
(a) The Trustee may appoint at the Trustee's expense an
Authenticating Agent, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible for all acts and
omissions of the Authenticating Agent. In the absence of any other Person
appointed in accordance herewith acting as Authenticating Agent, the Trustee
hereby agrees to act in such capacity in accordance with the terms hereof.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Authenticating Agent, any provision or requirement herein requiring notice or
any information or documentation to be provided to the Authenticating Agent
shall be construed to require that such notice, information or documentation
also be provided to the Trustee.
(b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this
Section 8.12 may at any time resign by giving at least 30 days' advance written
notice of resignation to the Trustee, the Master Servicer, the Special Servicer
and the Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent appointed in accordance with this Section 8.12 by giving
written notice of termination to such Authenticating Agent, the Master Servicer
and the Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.12, the Trustee may
appoint a successor Authenticating Agent, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Certificate
Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.12. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent.
Section 8.13 Appointment of Tax Administrators.
(a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such capacity
in accordance with the terms hereof. The appointment of a Tax Administrator
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of the Tax
Administrator. The Trustee shall cause any such Tax Administrator appointed by
it to execute and deliver to the Trustee an instrument in which such Tax
Administrator shall agree to act in such capacity, with the obligations and
responsibilities herein.
(b) Any Person into which any Tax Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Tax Administrator shall be a
party, or any Person succeeding to the corporate agency business of any Tax
Administrator, shall continue to be the Tax Administrator without the execution
or filing of any paper or any further act on the part of the Trustee or the Tax
Administrator.
(c) Any Tax Administrator appointed in accordance with this Section
8.13 may at any time resign by giving at least 30 days' advance written notice
of resignation to the Trustee, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any Tax
Administrator appointed in accordance with this Section 8.13 by giving written
notice of termination to such Tax Administrator, the Master Servicer, and the
Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Tax Administrator shall cease to be
eligible in accordance with the provisions of this Section 8.13, the Trustee may
appoint a successor Tax Administrator, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Special Servicer
and the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Tax Administrator shall be
appointed unless eligible under the provisions of this Section 8.13. Any
successor Tax Administrator upon acceptance of its appointment hereunder shall
become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Tax
Administrator.
Section 8.14 Access to Certain Information.
(a) The Trustee shall afford to the Master Servicer, the Special
Servicer and the Depositor, and to the OTS, the FDIC and any other banking or
insurance regulatory authority that may exercise authority over any
Certificateholder, access to any documentation regarding the Loans within its
control that may be required to be provided by this Agreement or by applicable
law. Such access shall be afforded without charge but only upon reasonable prior
written request and during normal business hours at the offices of the Trustee
designated by it.
(b) The Trustee shall maintain in its possession and, upon
reasonable prior written request and during normal business hours, shall make
available at its offices for review by the Depositor, the Rating Agencies, the
Companion Loan Noteholders and their designees, the Controlling Class Directing
Holder and, subject to the succeeding paragraph, any Certificateholder,
Certificate Owner or Person identified to the Trustee as a prospective
Transferee of a Certificate or an interest therein, originals and/or copies of
the following items: (i) the Prospectus, any private placement memorandum and
any other disclosure document relating to the Certificates, in the form most
recently provided to the Trustee by the Depositor or by any Person designated by
the Depositor; (ii) this Agreement, each Sub-Servicing Agreement delivered to
the Trustee since the Closing Date; (iii) all Certificateholder Reports made
available to Certificateholders pursuant to Section 4.02(a) since the Closing
Date; (iv) all Annual Performance Certifications delivered by the Master
Servicer and the Special Servicer, respectively, to the Trustee since the
Closing Date; (v) all Annual Accountants' Reports caused to be delivered by or
on behalf of the Master Servicer and the Special Servicer, respectively, to the
Trustee since the Closing Date; (vi) any and all notices and reports delivered
to the Trustee with respect to any Mortgaged Property as to which the
environmental testing contemplated by Section 3.09(c) revealed that either of
the conditions set forth in clauses (i) and (ii) of the first sentence thereof
was not satisfied; (vii) each of the Mortgage Files, including any and all
modifications, extensions, waivers and amendments of the terms of a Loan entered
into or consented to by the Special Servicer and delivered to the Trustee
pursuant to Section 3.21; (viii) the most recent appraisal for each Mortgaged
Property and REO Property that has been delivered to the Trustee (each appraisal
obtained hereunder with respect to any Mortgaged Property or REO Property to be
delivered to the Trustee by the Master Servicer or Special Servicer, as
applicable, promptly following its having been obtained); (ix) any and all
Officer's Certificates and other evidence delivered to or by the Trustee to
support its, the Master Servicer's, the Special Servicer's or the Fiscal
Agent's, as the case may be, determination that any Advance was (or, if made,
would be) a Nonrecoverable Advance; (x) any and all information provided to the
Trustee pursuant to Section 6.11(a); (xi) the Schedule of Exceptions to Mortgage
File Delivery prepared by the Trustee pursuant to Section 2.02(a) and any
exception report prepared by the Trustee pursuant to Section 2.02(b); (xii) all
notices of a breach of representation and warranty given by or received by the
Trustee with respect to any party hereto; (xiii) any Officer's Certificate
delivered to the Trustee by the Special Servicer in connection with a Final
Recovery Determination pursuant to Section 3.09(h). The Trustee shall provide
copies of any and all of the foregoing items upon written request of any of the
parties set forth in the previous sentence; however, except in the case of the
Rating Agencies, the Trustee shall be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing such copies.
Upon the reasonable request of any Certificateholder, or any Certificate Owner
identified to the Trustee to the Trustee's reasonable satisfaction, the Trustee
shall request from the Master Servicer copies (at the expense of such
Certificateholder or Certificate Owner if the Master Servicer or Special
Servicer charges a fee to cover the reasonable cost of making such copies
available) of any inspection reports prepared by the Master Servicer or the
Special Servicer, copies of any operating statements, rent rolls and financial
statements obtained by the Master Servicer or the Special Servicer; and, upon
receipt, the Trustee shall make such items available to the requesting
Certificateholder or Certificate Owner.
(c) The Trustee shall not be liable for providing or disseminating
information in accordance with Section 8.14(a) or (b).
Section 8.15 Reports to the Securities and Exchange Commission and
Related Reports.
(a) With respect to the Trust's fiscal year 2005 (and with respect
to any subsequent fiscal year for the Trust, if as of the beginning of such
subsequent fiscal year, the Registered Certificates are held (directly or, in
the case of Registered Certificates held in book-entry form, through the
Depository) by at least 300 Holders and/or Depository Participants having
accounts with the Depository), the Trustee shall:
(i) during such fiscal year, in accordance with the Exchange Act,
the rules and regulations promulgated thereunder and applicable "no-action
letters" issued by the Commission, prepare for filing, execute on behalf
of the Depositor and properly and timely file with the Commission monthly,
with respect to the Trust, a Current Report on Form 8-K with copies of the
Distribution Date Statements, Mortgage Pool Data Update Reports and, to
the extent delivered to the Trustee, all Servicer Reports;
(ii) during such fiscal year, (A) promptly notify the Depositor of
the occurrence or existence of any of the matters identified in Section
11.11(a) and/or Section 8.15(b) (in each case to the extent that a
Responsible Officer of the Trustee has actual knowledge thereof), (B)
cooperate with the Depositor in obtaining all necessary information in
order to prepare a Current Report on Form 8-K reporting any such matter in
accordance with the Exchange Act, the rules and regulations promulgated
thereunder and applicable "no-action letters" issued by the Commission,
and (C) prepare for filing, execute and promptly file with the Commission
a Current Report on Form 8-K disclosing any such matter;
(iii) at the reasonable request of, and in accordance with the
reasonable directions of, the Certifying Person or any Performing Party
(as defined in Section 8.15(d)), prepare for filing, execute and promptly
file with the Commission an amendment to any Current Report on Form 8-K
previously filed with the Commission with respect to the Trust; and
(iv) within 90 days following the end of such fiscal year, prepare
and properly and timely file with the Commission, with respect to the
Trust, an Annual Report on Form 10-K, which complies in all material
respects with the requirements of the Exchange Act, the rules and
regulations promulgated thereunder and applicable "no-action letters"
issued by the Commission;
provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the XXXXX system and shall not have any responsibility to convert any such
items to such format (other than those items generated by it or that are readily
convertible to such format) and (y) the Depositor shall be responsible for
preparing, executing and filing (via the XXXXX system within fifteen (15) days
or the number of days specified by the Commission following the Closing Date) a
Current Report on Form 8-K reporting the establishment of the Trust and whereby
this Agreement is filed as an exhibit. Each of the other parties to this
Agreement shall deliver to the Trustee in the format required (or readily
convertible into the format required) for electronic filing via the XXXXX
system, any and all items (including, in the case of the Master Servicer and the
Special Servicer, all Servicer Reports delivered to the Trustee) contemplated to
be filed with the Commission pursuant to this Section 8.15(a).
The Depositor hereby grants to the Trustee a limited power of
attorney to execute and file each such Form 10-K on behalf of the Depositor.
Such power of attorney shall continue until the earlier of either (i) receipt by
the Trustee from the Depositor of written termination of such power of attorney
and (ii) the termination of the Trust. Notwithstanding the foregoing, in the
event that the Commission does not accept a Xxxxxxxx-Xxxxx Certification signed
by the Depositor where the related Form 10-K is signed by the Trustee on behalf
of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the
Depositor and the Depositor shall sign such form.
All Current Reports on Form 8-K and Annual Reports on Form 10-K that
are to be filed with respect to the Trust pursuant to this Section 8.15(a)
(collectively, including the exhibits thereto, the "Exchange Act Reports"),
exclusive of the initial Current Report on Form 8-K contemplated by clause (y)
of the proviso to the first sentence of the preceding paragraph, which is to be
executed by the Depositor, are (together with the exhibits thereto) herein
referred to as the "Subsequent Exchange Act Reports." The Trustee shall have no
liability to the Certificateholders or the Trust with respect to any failure to
properly prepare or file any of the Subsequent Exchange Act Reports to the
extent that such failure is not the result of any negligence, bad faith or
willful misconduct on its part.
(b) At all times during the Trust's fiscal year 2005 (and, if as of
the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository, at all times during
such other fiscal year), the Trustee shall provide notice of the occurrence or
existence of any of the following matters of which a Responsible Officer of the
Trustee has actual knowledge:
(i) any failure of the Trustee to make any monthly distributions to
the Holders of any Class of Certificates, which failure is not otherwise
reflected in the Distribution Date Statements and/or Servicer Reports
filed with the Commission or has not otherwise been reported to the
Depositor pursuant to any other Section of this Agreement;
(ii) any acquisition or disposition by the Trust of a Mortgage Loan
or an REO Property, which acquisition or disposition has not otherwise
been reflected in the Distribution Date Statements and/or Servicer Reports
filed with the Commission or has not otherwise been reported to the
Depositor pursuant to any other Section of this Agreement;
(iii) any other acquisition or disposition by the Trust of a
significant amount of assets (other than Permitted Investments, Mortgage
Loans and REO Properties), other than in the normal course of business;
(iv) any change in the fiscal year of the Trust;
(v) any material legal proceedings, other than ordinary routine
litigation incidental to the business of the Trust, to which the Trust (or
any party to this Agreement on behalf of the Trust) is a party or of which
any property included in the Trust Fund is subject, or any threat by a
governmental authority to bring any such legal proceedings;
(vi) any event of bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings in respect
of or pertaining to the Trust or any party to this Agreement, or any
actions by or on behalf of the Trust or any party to this Agreement
indicating its bankruptcy, insolvency or inability to pay its obligations;
and
(vii) any change in the rating or ratings assigned to any Class of
Certificates not otherwise reflected in the Certificateholder Reports
filed with the Commission;
provided that (1) the actual knowledge of a Responsible Officer of the Trustee
of any material legal proceedings of which property included in the Trust Fund
is subject or of any material legal proceedings threatened by a governmental
authority is limited (except where the Trustee received information regarding
such proceeding from the Master Servicer or the Special Servicer pursuant to the
next paragraph) to circumstances where it would be reasonable for the Trustee to
identify such property as an asset of, or as securing an asset of, the Trust or
such threatened proceedings as concerning the Trust and (2) no Responsible
Officer of the Trustee shall be deemed to have actual knowledge of the matters
described in clauses (vi) and (vii) of this Section 8.15(b) unless (x) any such
matter contemplated in clause (vi) occurred or related specifically to the Trust
or (y) such Responsible Officer was notified in a written instrument addressed
to it.
Further, each other party to this agreement shall promptly notify
the Trustee of the occurrence or existence of any of the forgoing matters in
this Section 8.15(b) of which a Servicing Officer (in the case of the Master
Servicer or the Special Servicer) or a senior officer (in the case of the
Depositor) thereof has actual knowledge.
(c) If as of the beginning of any fiscal year for the Trust (other
than fiscal year 2005), the Registered Certificates are held (directly or, in
the case of Registered Certificates held in book-entry form, through the
Depository) by less than 300 Holders and/or Depository Participants having
accounts with the Depository, the Trustee shall, in accordance with the Exchange
Act and the rules and regulations promulgated thereunder, timely file a Form 15
with respect to the Trust suspending all reporting requirements under the
Exchange Act and shall send notice to the Depositor, Master Servicer and Special
Servicer of such suspension.
(d) The Form 10-K required to be filed by the Trustee shall include
any certification (the "Xxxxxxxx-Xxxxx Certification") required to be included
therewith pursuant to the Xxxxxxxx-Xxxxx Act of 2002, and the rules and
regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff) and a copy of such
Xxxxxxxx-Xxxxx Certification shall be provided to the Rating Agencies. An
officer of the Depositor shall sign the Xxxxxxxx-Xxxxx Certification. The Master
Servicer, the Special Servicer and the Trustee (each, a "Performing Party")
shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the
"Certifying Person") a certification (each, a "Performance Certification"), in
the forms set forth on Exhibits X-0, X-0 xxx X-0 hereto, on which the Certifying
Person, the Depositor (if the Certifying Person is an individual), and the
Depositor's partner, representative, Affiliate, member, manager, director,
officer, employee or agent (collectively with the Certifying Person,
"Certification Parties") can rely. In addition, in the event that any Serviced
Pari Passu Companion Loan is deposited into a commercial mortgage
securitization, the Master Servicer and the Special Servicer, on or before March
20th of each year with respect to which a Form 10-K is filed by the related
trustee for such commercial mortgage securitization, shall provide to the Person
who signs the Xxxxxxxx-Xxxxx certification with respect to such commercial
mortgage securitization a Performance Certification (which shall address the
matters contained in the Performance Certification, but solely with respect to
the related Serviced Pari Passu Companion Loan) on which such Person and such
Person's partner, representative, Affiliate, member, manager, director, officer,
employee or agent can rely. Notwithstanding the foregoing, nothing in this
paragraph shall require any Performing Party (i) to certify or verify the
accurateness or completeness of any information provided to such Performing
Party by third parties, (ii) to certify information other than to such
Performing Party's knowledge and in accordance with such Performing Party's
responsibilities hereunder or (iii) with respect to completeness of information
and reports, to certify anything other than as to information in its actual
knowledge and that all fields of information called for in written reports
prepared by such Performing Party have been completed except as they have been
left blank on their face. In the event any Performing Party is terminated or
resigns pursuant to the terms of this Agreement, such Performing Party shall
provide a Performance Certification to the Depositor pursuant to this Section
8.15(d) with respect to the period of time such Performing Party was subject to
this Agreement.
(e) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 8.15 or (ii) any inaccuracy in the applicable Performing Party's
Performance Certification that, in the case of clause (i) or (ii), results from
the negligence, bad faith or willful misfeasance of the Trustee, the Special
Servicer or the Master Servicer, as the case may be, in connection with the
performance by the Trustee, the Special Servicer or the Master Servicer, as the
case may be, of its duties hereunder, and causes the Certification Party to
incur liability under the Securities and Exchange Act of 1934. A Performing
Party shall have no obligation to indemnify any Certification Party for an
inaccuracy in the Performance Certification of any other Performing Party.
Section 8.16 Representations and Warranties of Trustee.
(a) The Trustee hereby represents and warrants to the Master
Servicer, the Special Servicer and the Depositor and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:
(i) The Trustee is a national banking association duly organized,
validly existing and in good standing under the laws of the United States
of America.
(ii) The execution and delivery of this Agreement by the Trustee,
and the performance and compliance with the terms of this Agreement by the
Trustee, will not violate the Trustee's organizational documents or
constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which is
applicable to it or any of its assets.
(iii) Except to the extent that the laws of certain jurisdictions in
which any part of the Trust Fund may be located require that a co-trustee
or separate trustee be appointed to act with respect to such property as
contemplated by Section 8.10, the Trustee has the full power and authority
to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of
this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Trustee, enforceable against the Trustee in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, and (B) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Trustee is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement, including, but not limited to, its responsibility
to make P&I Advances if the Master Servicer fails to make a P&I Advance,
will not constitute a violation of, any law, any order or decree of any
court or arbiter, or any order, regulation or demand of any federal, state
or local governmental or regulatory authority, which violation, in the
Trustee's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Trustee to perform its
obligations under this Agreement or the financial condition of the
Trustee.
(vi) No litigation is pending or, to the best of the Trustee's
knowledge, threatened against the Trustee that, if determined adversely to
the Trustee, would prohibit the Trustee from entering into this Agreement
or, in the Trustee's good faith and reasonable judgment, is likely to
materially and adversely affect either the ability of the Trustee to
perform its obligations under this Agreement or the financial condition of
the Trustee.
(vii) Any consent, approval, authorization or order of any court or
governmental agency or body required for the execution, delivery and
performance by the Trustee of or compliance by the Trustee with this
Agreement, or the consummation of the transactions contemplated by this
Agreement, has been obtained and is effective, except where the lack of
consent, approval, authorization or order would not have a material
adverse effect on the performance by the Trustee under this Agreement.
(viii) The Trustee is eligible to act as trustee hereunder in
accordance with Section 8.06.
(b) The representations and warranties of the Trustee set forth in
Section 8.16(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations, warranties and
covenants, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.
(c) Any successor Trustee shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 8.16(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 8.16(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.
Section 8.17 The Fiscal Agent.
(a) The Fiscal Agent shall at all times maintain a long-term
unsecured debt rating of no less than "Aa3" from Xxxxx'x and "AA-" from S&P (or
"A+" from S&P if the Fiscal Agent has a short-term unsecured debt rating of at
least "A-1" by S&P) (or, in the case of any such Rating Agency, such lower
rating as will not (as confirmed in writing by such Rating Agency) result in an
Adverse Rating Event).
(b) To the extent that the Trustee is required, pursuant to the
terms of this Agreement, to make any Advance, whether as successor master
servicer or otherwise, and has failed to do so in accordance with the terms
hereof, the Fiscal Agent shall make such Advance when and as required by the
terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the
Trustee hereunder. To the extent that the Fiscal Agent makes an Advance pursuant
to this Section 8.17(b) or otherwise pursuant to this Agreement, the obligations
of the Trustee under this Agreement in respect of such Advance shall be
satisfied. Notwithstanding anything contained in this Agreement to the contrary,
the Fiscal Agent shall be entitled to all limitations on liability, rights of
reimbursement and indemnities that the Trustee is entitled to hereunder as if it
were the Trustee.
(c) All fees and expenses of the Fiscal Agent (other than any
interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred
by the Fiscal Agent in connection with the transactions contemplated by this
Agreement shall be borne by the Trustee, and neither the Trustee nor the Fiscal
Agent shall be entitled to reimbursement therefor from any of the Trust Fund,
the Depositor, the Master Servicer or the Special Servicer.
(d) The obligations of the Fiscal Agent set forth in this Section
8.17 or otherwise pursuant to this Agreement shall exist only for so long as the
Trustee that appointed it (or, in the case of the initial Fiscal Agent, so long
as the initial Trustee) shall act as Trustee hereunder. The Fiscal Agent may
resign or be removed by the Trustee only if and when the existence of such
Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility
requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to
have resigned at such time as the Trustee that appointed it (or, in the case of
the initial Fiscal Agent, at such time as the initial Trustee) resigns or is
removed as Trustee hereunder (in which case the responsibility for appointing a
successor Fiscal Agent shall belong to the successor Trustee, and which
appointment the successor Trustee shall use its best efforts to make, insofar as
such appointment is necessary for such successor Trustee to satisfy the
eligibility requirements of Section 8.06). Any successor fiscal agent so
appointed shall be required to execute and deliver to the other parties hereto a
written agreement to assume and perform the duties of the Fiscal Agent set forth
in this Agreement; provided that no such successor shall become Fiscal Agent
hereunder unless either (i) it satisfies the rating requirements of Section
8.17(a) or (ii) the Trustee shall have received written confirmation from each
Rating Agency that the succession of such proposed successor fiscal agent would
not, in and of itself, result in an Adverse Rating Event.
(e) The Trustee shall promptly notify the other parties hereto, the
Certificateholders and the Companion Loan Noteholders in writing of the
appointment, resignation or removal of any Fiscal Agent.
Section 8.18 Representations and Warranties of Fiscal Agent.
(a) The Fiscal Agent hereby represents and warrants to each of the
other parties hereto and for the benefit of the Certificateholders and the
Companion Loan Noteholders, as the Closing Date, that:
(i) The Fiscal Agent is a banking association duly organized,
validly existing and in good standing under the laws of the Netherlands.
(ii) The execution and delivery of this Agreement by the Fiscal
Agent, and the performance and compliance with the terms of this Agreement
by the Fiscal Agent, will not violate the Fiscal Agent's organizational
documents or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in a
material breach of, any material agreement or other instrument to which it
is a party or by which it is bound.
(iii) The Fiscal Agent has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Fiscal Agent, enforceable against the Fiscal
Agent in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law.
(v) The Fiscal Agent is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Fiscal Agent's good faith and
reasonable judgment, is likely to affect materially and adversely either
the ability of the Fiscal Agent to perform its obligations under this
Agreement or the financial condition of the Fiscal Agent.
(vi) No litigation is pending or, to the best of the Fiscal Agent's
knowledge, threatened against the Fiscal Agent that, if determined
adversely to the Fiscal Agent, would prohibit the Fiscal Agent from
entering into this Agreement or, in the Fiscal Agent's good faith and
reasonable judgment, is likely to materially and adversely affect either
the ability of the Fiscal Agent to perform its obligations under this
Agreement or the financial condition of the Fiscal Agent.
(vii) Any consent, approval, authorization or order of any court or
governmental agency or body required for the execution, delivery and
performance by the Fiscal Agent of or compliance by the Fiscal Agent with
this Agreement, or the consummation of the transactions contemplated by
this Agreement, has been obtained and is effective, except where the lack
of consent, approval, authorization or order would not have a material
adverse effect on the performance by the Fiscal Agent under this
Agreement.
(b) The representations and warranties of the Fiscal Agent set forth
in Section 8.18(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall given prompt written notice thereof to the
other parties hereto.
(c) Any successor Fiscal Agent shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 8.18(a) subject to such appropriate modifications to the
representations and warranties set forth in Section 8.18(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or Liquidation of All
Mortgage Loans.
Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer, the Fiscal Agent and the Trustee (other
than the obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment): (i) to the Certificateholders of all amounts held by or
on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Depositor, any Mortgage Loan Seller, the Special Servicer, any Controlling Class
Certificateholder or the Master Servicer of all Mortgage Loans and each REO
Property (or beneficial interest in an "REO Property" under an applicable Lead
PSA) remaining in the Lower-Tier REMIC at a price equal to (1) the sum (x) of
the aggregate Purchase Price of all the Mortgage Loans and (y) the aggregate
Appraised Values of any REO Properties then included in the Lower-Tier REMIC (or
beneficial interest in an "REO Property" under an applicable Lead PSA), minus
(2) if the purchaser is the Master Servicer or the Special Servicer, the
aggregate amount of unreimbursed Advances made by such Person, together with any
interest accrued and payable to such Person in respect of unreimbursed Advances
in accordance with Section 3.12(b) and, in the case of the Master Servicer,
Section 4.03(d) or Section 4.03A(d), and any unpaid servicing compensation
remaining outstanding (which items shall be deemed to have been paid or
reimbursed to the Master Servicer or the Special Servicer, as the case may be,
in connection with such purchase), and (B) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or
REO Property (or beneficial interest in an "REO Property" under an applicable
Lead PSA) remaining in the Lower-Tier REMIC; and (ii) to the Trustee, the Fiscal
Agent, the Master Servicer, the Special Servicer and the members, managers,
officers, directors, employees and/or agents of each of them of all amounts
which may have become due and owing to any of them hereunder; provided, however,
that in no event shall the trust created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Xxxxxx X.
Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx,
living on the date hereof.
Each of the Depositor, Greenwich Capital Financial Products, Inc.,
the Special Servicer, any Controlling Class Certificateholder (with priority
among such Holders being given to the Holder of Certificates representing the
greatest Percentage Interest in the Controlling Class) or the Master Servicer,
in that order of priority (with the Depositor having the most senior priority),
may at its option elect to purchase all of the Mortgage Loans and each REO
Property (or beneficial interest in an "REO Property" under an applicable Lead
PSA) remaining in the Lower-Tier REMIC as contemplated by clause (i) of the
preceding paragraph by giving written notice to the other parties hereto no
later than 60 days prior to the anticipated date of purchase; provided, however,
that (i) the aggregate Stated Principal Balance of the Mortgage Loans at the
time of such election is less than 1% of the Initial Trust Balance set forth in
the Preliminary Statement, and (ii) no such Person shall have the right to
effect such a purchase if, within 30 days following its delivery of a notice of
election pursuant to this paragraph, any other such Person with a higher
priority shall give notice of its election to purchase all of the Mortgage Loans
and each REO Property (or beneficial interest in an "REO Property" under an
applicable Lead PSA) remaining in the Lower-Tier REMIC and shall thereafter
effect such purchase in accordance with the terms hereof. If the Trust Fund is
to be terminated in connection with the Master Servicer's, the Special
Servicer's, a Controlling Class Certificateholder's or the Depositor's purchase
of all of the Mortgage Loans and each REO Property (or beneficial interest in an
"REO Property" under an applicable Lead PSA) remaining in the Lower-Tier REMIC,
the Master Servicer, the Special Servicer, such Controlling Class
Certificateholder or the Depositor, as applicable, shall deliver to the Trustee
not later than the fifth Business Day preceding the Distribution Date on which
the final distribution on the Certificates is to occur: (x) for deposit in the
Pool Custodial Account, an amount in immediately available funds equal to the
above-described purchase price (provided, however, that if the Loan Group REO
Properties are being purchased pursuant to the foregoing, the portion of the
above-described purchase price allocable to such REO Property (or beneficial
interest in an "REO Property" under an applicable Lead PSA) shall initially be
deposited into the related Loan Group Custodial Account); and (y) an Opinion of
Counsel, at the expense of the party effecting the purchase, stating that the
termination of the Trust satisfies the requirements of a qualified liquidation
under Section 860F of the Code and any regulations thereunder. In addition, the
Master Servicer shall transfer to the Distribution Account all amounts required
to be transferred thereto on such Loan Group Remittance Date from the Pool
Custodial Account or from the applicable Loan Group Custodial Account pursuant
to the first paragraph of Section 3.04(b), together with any other amounts on
deposit in the Pool Custodial Account or the applicable Loan Group Custodial
Account that would otherwise be held for future distribution. Upon confirmation
that such final deposits have been made, subject to Section 3.26, the Trustee
shall release or cause to be released to the Master Servicer, the Special
Servicer, the purchasing Controlling Class Certificateholder or the Depositor,
as applicable, the Mortgage Files and the Servicing Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Master Servicer, the Special Servicer, the
purchasing Controlling Class Certificateholder or the Depositor, as applicable,
as shall be necessary to effectuate transfer of the Mortgage Loans and REO
Properties to the Master Servicer, the Special Servicer, the purchasing
Controlling Class Certificateholder or the Depositor (or their respective
designees), as applicable. Any transfer of Mortgage Loans, except in the case of
the Serviced Loan Group Trust Mortgage Loans, pursuant to this paragraph shall
be on a servicing-released basis; and, if any Mortgage Loan purchased pursuant
to this Section 9.01 is a Serviced Loan Group Trust Mortgage Loan, the release,
endorsement or assignment of the documents constituting the related Mortgage
File and Servicing File shall be in the manner contemplated by Section 3.26
hereof.
Following the date on which the aggregate Certificate Principal
Balance of the Registered Certificates is reduced to zero and the then
outstanding Certificates (excluding the Residual Interest Certificates) are held
by a single Certificateholder, such sole remaining Certificateholder (the "Sole
Certificateholder") shall have the right, with the consent of the Master
Servicer (acting in its sole discretion), to exchange all of its Certificates
for all of the Mortgage Loans and each REO Property (or beneficial interest in
an "REO Property" under an applicable Lead PSA) remaining in the Trust Fund as
contemplated by clause (ii)(B) of the first paragraph of this Section 9.01(a),
by giving written notice to all the parties hereto and the Companion Loan
Noteholders no later than 60 days prior to the anticipated date of exchange;
provided that no such exchange may occur if any of the remaining REO Properties
(or beneficial interest in an "REO Property" under an applicable Lead PSA)
relates to a Loan Group. Such Sole Certificateholder, not later than the fifth
Business Day preceding the Distribution Date on which the final distribution on
the Certificates is to occur, shall (i) deposit in the applicable Custodial
Account an amount in immediately available funds equal to all amounts then due
and owing to the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent pursuant to Section 3.05(a) or Section 3.05A, as
applicable, or that may be withdrawn from the Distribution Account pursuant to
Section 3.05(b), but only to the extent that such amounts are not already on
deposit in such Custodial Account and (ii) pay to the Trustee for its benefit an
amount, in immediately available funds, equal to $5,000 (five thousand dollars).
In addition, the Master Servicer shall transfer to the Distribution Account all
amounts required to be transferred thereto on the related Master Servicer
Remittance Date from the Pool Custodial Account pursuant to the first paragraph
of Section 3.04(b). Upon confirmation that such final deposits have been made
and following the surrender of all the Certificates on the final Distribution
Date, the Trustee shall release or cause to be released to such Sole
Certificateholder or any designee thereof, the Mortgage Files for the remaining
Mortgage Loans and REO Properties (or beneficial interest in an "REO Property"
under an applicable Lead PSA) and shall execute all assignments, endorsements
and other instruments furnished to it by such Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties (or
beneficial interest in an "REO Property" under an applicable Lead PSA) remaining
in the Trust Fund. Thereafter, the Trust Fund and the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Special Servicer and the Trustee (other than maintenance of books and records
and the preparation and filing of final tax returns) and the Fiscal Agent shall
terminate. Any transfer of the Mortgage Loans, except in the case of Loan Group
Trust Mortgage Loans, pursuant to this paragraph shall be on a servicing
released basis; and the release, endorsement or assignment of the documents
constituting the related Mortgage File and Servicing File shall be in the manner
contemplated by Section 3.26. For federal income tax purposes, the Sole
Certificateholder shall be deemed to have purchased the assets of the Trust Fund
for an amount equal to the unpaid principal balance, plus accrued unpaid
interest of the Mortgage Loans and the fair market value of any defaulted
Mortgage Loans or REO Property (or beneficial interest in an "REO Property"
under an applicable Lead PSA), without duplication of amounts deposited pursuant
to the fourth preceding sentence of this paragraph, and such amounts shall be
deemed to have been paid or distributed in accordance with Section 4.01.
For purposes of this Section 9.01 and Section 9.02 and any Loan
Group, (i) references to purchase of an REO Property or Properties shall mean
purchase of the Trust Fund's interest in such REO Property or Properties and
(ii) the Appraised Value of any REO Property refers to the Appraised Value of
the Trust Fund's interest in such REO Property, which (1) in the case of a Loan
Group that does not have any Pari Passu Companion Loans shall mean the lesser of
(x) the Purchase Price of the related REO Mortgage Loan and (y) the Appraised
Value of such REO Property and (2) with respect to a Loan Group comprised of one
or more Pari Passu Companion Loans shall mean the lesser of (x) the Purchase
Price of the related REO Mortgage Loan and (y) the Trust Fund's proportionate
share of the Appraised Value of such REO Property without taking into account
the interest of any related Subordinate Companion Loan.
Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and the Companion Loan Noteholders mailed (a) if
such notice is given in connection with the Depositor's, the Master Servicer's,
the Special Servicer's or a Controlling Class Certificateholder's purchase of
the Mortgage Loans and each REO Property remaining in the Lower-Tier REMIC, not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates or (b)
otherwise during the month of such final distribution on or before the eighth
day of such month, in each case specifying (i) the Distribution Date upon which
the Trust Fund will terminate and final payment of the Certificates will be
made, (ii) the amount of any such final payment and (iii) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the offices of
the Certificate Registrar or such other location therein designated. The Trustee
shall give such notice to the Master Servicer, the Special Servicer and the
Depositor at the time such notice is given to Certificateholders.
Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account that are allocable to payments on the Class
of Certificates so presented and surrendered. Amounts on deposit in the
Distribution Account as of the final Distribution Date, exclusive of any portion
thereof that would be payable to any Person in accordance with clauses (ii)
through (viii) of Section 3.05(b), and further exclusive of any portion thereof
that represents Prepayment Premiums and/or Yield Maintenance Charges, shall be
allocated in the order of priority set forth in Section 4.01(a), in each case to
the extent of remaining available funds.
Any Prepayment Premiums and Yield Maintenance Charges on deposit in
the Distribution Account as of the final Distribution Date (net of any Workout
Fees and/or Liquidation Fees payable therefrom) shall be distributed among the
Holders of the Class XP, Class XC, Class A-1, Class X-0, Xxxxx X-0, Class A-AB,
Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G and Class H Certificates in accordance with Section 4.01(b).
Any funds not distributed to any Holder or Holders of Certificates
of such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, then, subject to applicable law, the Trustee shall distribute to
the Class R-II Certificateholders all unclaimed funds and other assets which
remain subject hereto.
All actual distributions on the respective Classes of Certificates
on the final Distribution Date in accordance with foregoing provisions of this
Section 9.01 shall be deemed to have been distributed first from the Lower-Tier
REMIC to the Upper-Tier REMIC in accordance with Section 4.01(i).
Section 9.02 Additional Termination Requirements.
(a) If the Depositor, any Controlling Class Certificateholder, the
Special Servicer or the Master Servicer purchases all of the Mortgage Loans and
each REO Property remaining in the Lower-Tier REMIC as provided in Section 9.01,
the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in
accordance with the following additional requirements, unless the Person
effecting such purchase obtains at its own expense and delivers to the Trustee
and the Tax Administrator, an Opinion of Counsel, addressed to the Trustee and
the Tax Administrator, to the effect that the failure of the Trust Fund to
comply with the requirements of this Section 9.02 will not result in an Adverse
REMIC Event:
(i) the Tax Administrator shall specify the first day in the 90-day
liquidation period in a statement attached to the final Tax Return for
each REMIC Pool pursuant to Treasury Regulations Section 1.860F-1 and
shall satisfy all requirements of a qualified liquidation under Section
860F of the Code and any regulations thereunder as set forth in the
Opinion of Counsel obtained pursuant to Section 9.01 from the party
effecting the purchase of all the Mortgage Loans and REO Property
remaining in the Lower-Tier REMIC;
(ii) during such 90-day liquidation period and at or prior to the
time of making of the final payment on the Certificates, the Trustee shall
sell all of the assets of the Lower-Tier REMIC to the Master Servicer, the
purchasing Controlling Class Certificateholder, the Special Servicer or
the Depositor, as applicable, for cash; and
(iii) at the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Certificateholders in accordance with
Section 9.01 all cash on hand (other than cash retained to meet claims),
and each REMIC Pool shall terminate at that time.
(b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Tax Administrator to specify the 90-day liquidation
period for each REMIC Pool, which authorization shall be binding upon all
successor Certificateholders.
ARTICLE X
ADDITIONAL TAX PROVISIONS
Section 10.01 REMIC Administration.
(a) The Tax Administrator shall elect to treat each REMIC Pool as a
REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal or state Tax
Returns for the taxable year ending on the last day of the calendar year in
which the Certificates are issued.
(b) The Uncertificated Lower-Tier Interests and the Regular Interest
Certificates are hereby designated as "regular interests" (within the meaning of
Section 860G(a)(1) of the Code) in the Lower-Tier REMIC and the Upper-Tier
REMIC, respectively. The Class R-I Certificates and the Class R-II Certificates
are hereby designated as the single class of "residual interests" (within the
meaning of Section 860G(a)(2) of the Code) in the Lower-Tier REMIC and the
Upper-Tier REMIC, respectively. None of the Master Servicer, the Special
Servicer or the Trustee shall (to the extent within its control) permit the
creation of any other "interests" in the Lower-Tier REMIC or the Upper-Tier
REMIC (within the meaning of Treasury regulation Section 1.860D-1(b)(1)).
(c) The Closing Date is hereby designated as the "startup day" of
each REMIC Pool within the meaning of Section 860G(a)(9) of the Code.
(d) The related Plurality Residual Interest Certificateholder as to
the applicable taxable year is hereby designated as the Tax Matters Person of
each REMIC Pool, and shall act on behalf of the related REMIC in relation to any
tax matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the Tax Administrator is hereby
irrevocably appointed to act and shall act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such.
(e) For purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the Rated Final Distribution Date is hereby designated the
"latest possible maturity date" of each Class of Regular Interest Certificates
and its Corresponding Uncertificated Lower-Tier Interest or Interests.
(f) Except as otherwise provided in Section 3.18(a) and subsections
(i) and (j) below, the Tax Administrator shall pay out of its own funds any and
all routine tax administration expenses of the Trust Fund incurred with respect
to each REMIC Pool (but not including any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to the
Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the
Trust Fund, unless otherwise provided in Section 10.01(i) or 10.01(j)).
(g) Within 30 days after the Closing Date, the Tax Administrator
shall obtain a taxpayer identification number on Form SS-4 for each REMIC Pool
and prepare and file with the IRS Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the Tax Administrator shall
prepare, sign and file all of the other Tax Returns in respect of each REMIC
Pool. The expenses of preparing and filing such returns shall be borne by the
Tax Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the Tax Administrator or its designee
such information with respect to each REMIC Pool as is in its possession and
reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.01. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, as to the valuations and issue prices of the Certificates, and the Tax
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.01 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the Tax Administrator to perform such obligations.
(h) The Tax Administrator shall perform on behalf of each REMIC Pool
all reporting and other tax compliance duties that are the responsibility of
each such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide to: (i) any Transferor of
a Residual Interest Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Residual Interest
Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.
(i) The Tax Administrator shall perform its duties hereunder so as
to maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator
and to the extent of information within the Trustee's, the Master Servicer's or
the Special Servicer's possession or control). None of the Tax Administrator,
the Master Servicer, the Special Servicer, or the Trustee shall knowingly take
(or cause either REMIC Pool to take) any action or fail to take (or fail to
cause to be taken) any action that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) endanger the status of either REMIC Pool as
a REMIC, or (ii) except as provided in Section 3.18(a), result in the imposition
of a tax upon either REMIC Pool (including, but not limited to, the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code) or result
in the imposition of a tax on "net income from foreclosure property" as defined
in Section 860G(c) of the Code (any such endangerment of REMIC status or, except
as provided in Section 3.18(a), imposition of a tax, an "Adverse REMIC Event"),
unless the Tax Administrator has obtained or received an Opinion of Counsel (at
the expense of the party requesting such action or at the expense of the Trust
Fund if the Tax Administrator seeks to take such action or to refrain from
acting for the benefit of the Certificateholders) to the effect that the
contemplated action will not result in an Adverse REMIC Event. None of the other
parties hereto shall take any action or fail to take any action (whether or not
authorized hereunder) as to which the Tax Administrator has advised it in
writing that the Tax Administrator has received or obtained an Opinion of
Counsel to the effect that an Adverse REMIC Event could result from such action
or failure to act. In addition, prior to taking any action with respect to
either REMIC Pool, or causing either REMIC Pool to take any action, that is not
expressly permitted under the terms of this Agreement, the Master Servicer and
the Special Servicer shall consult with the Tax Administrator or its designee,
in writing, with respect to whether such action could cause an Adverse REMIC
Event. The Tax Administrator may consult with counsel to make such written
advice, and the cost of same shall be borne by the party seeking to take the
action not permitted by this Agreement, but in no event at the cost or expense
of the Trust Fund or the Trustee. At all times as may be required by the Code,
the Tax Administrator shall make reasonable efforts to ensure that substantially
all of the assets of each REMIC Pool will consist of "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(j) If any tax is imposed on either REMIC Pool, including
"prohibited transactions" taxes as defined in Section 860F(a)(2) of the Code,
any tax on "net income from foreclosure property" as defined in Section 860G(c)
of the Code, any taxes on contributions to either REMIC Pool after the Startup
Day pursuant to Section 860G(d) of the Code, and any other tax imposed by the
Code or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.18(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; or (v) the Trust Fund in all other instances. Any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.18(a)
shall be charged to and paid by the Trust Fund. Any such amounts payable by the
Trust Fund shall be paid by the Trustee upon the written direction of the Tax
Administrator out of amounts on deposit in the Distribution Account in reduction
of the Available Distribution Amount pursuant to Section 3.05(b).
(k) The Tax Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC Pool on a calendar year
and on an accrual basis.
(l) Following the Startup Day, none of the Trustee, the Master
Servicer and the Special Servicer shall accept any contributions of assets to
either REMIC Pool unless it shall have received an Opinion of Counsel (at the
expense of the party seeking to cause such contribution and in no event at the
expense of the Trust Fund or the Trustee) to the effect that the inclusion of
such assets in such REMIC Pool will not cause: (i) such REMIC Pool to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (ii)
the imposition of any tax on such REMIC Pool under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.
(m) None of the Trustee, the Master Servicer and the Special
Servicer shall consent to or, to the extent it is within the control of such
Person, permit: (i) the sale or disposition of any of the Mortgage Loans (except
in connection with (A) the default or reasonably foreseeable material default of
a Mortgage Loan, including, but not limited to, the sale or other disposition of
a Mortgaged Property acquired by deed in lieu of foreclosure, (B) the bankruptcy
of either REMIC Pool, (C) the termination of either REMIC Pool pursuant to
Article IX of this Agreement, or (D) a purchase of Mortgage Loans pursuant to or
as contemplated by Article II or III of this Agreement); (ii) the sale or
disposition of any investments in the Pool Custodial Account or the Pool REO
Account for gain; or (iii) the acquisition of any assets for either REMIC Pool
(other than a Mortgaged Property acquired through foreclosure, deed in lieu of
foreclosure or otherwise in respect of a defaulted Mortgage Loan and other than
Permitted Investments acquired in connection with the investment of funds in the
Pool Custodial Account or the Pool REO Account); in any event unless it has
received an Opinion of Counsel (at the expense of the party seeking to cause
such sale, disposition, or acquisition but in no event at the expense of the
Trust Fund or the Trustee) to the effect that such sale, disposition, or
acquisition will not cause: (x) either REMIC Pool to fail to qualify as a REMIC
at any time that any Certificates are outstanding; or (y) the imposition of any
tax on either REMIC Pool under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(n) Except as permitted by Section 3.18(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which either REMIC Pool will receive a fee or other compensation for services
nor permit either REMIC Pool to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
(a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or the Companion Loan Noteholders, (i) to cure any ambiguity,
(ii) to correct, modify or supplement any provision herein which may be
inconsistent with any other provision herein or with the description thereof in
the Prospectus or the Prospectus Supplement, (iii) to add any other provisions
with respect to matters or questions arising hereunder which shall not be
inconsistent with the existing provisions hereof, (iv) to relax or eliminate any
requirement hereunder imposed by the REMIC Provisions if the REMIC Provisions
are amended or clarified such that any such requirement may be relaxed or
eliminated, (v) to relax or eliminate any requirement imposed by the Securities
Act or the rules thereunder if the Securities Act or those rules are amended or
clarified so as to allow for the relaxation or elimination of that requirement;
(vi) as evidenced by an Opinion of Counsel delivered to the Master Servicer, the
Special Servicer and the Trustee, either (A) to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or
final regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to either of
the REMIC Pools at least from the effective date of such amendment, or (B) to
avoid the occurrence of a prohibited transaction or to reduce the incidence of
any tax that would arise from any actions taken with respect to the operation of
either REMIC Pool; or (vii) as provided in Section 5.02(d)(iv) to modify, add to
or eliminate any of the provisions of Section 5.02(d)(i), (ii) or (iii); (viii),
to otherwise modify or delete existing provisions of this Agreement; provided
that such amendment (other than any amendment for any of the specific purposes
described in clauses (i), (ii), (iv), (v), (vi) and (vii) above) shall not
adversely affect in any material respect the interests of any Certificateholder
or the Companion Loan Noteholders, as evidenced by either an Opinion of Counsel
delivered to the Trustee and each other party hereto to such effect or, in the
case of a Class of Certificates or a Class of Companion Loan Securities to which
a rating has been assigned by one or more Rating Agencies, written confirmation
from each applicable Rating Agency to the effect that such amendment shall not
result in an Adverse Rating Event with respect to such Class of Certificates or
Companion Loan Securities; and provided, further, that such amendment shall not
significantly change the activities of the Trust; and provided, further, that no
amendment may be made that changes in any manner the obligations or rights of
any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement without the
consent of the affected Mortgage Loan Seller.
In addition, in the event that one but not both of the two Mortgage
Notes evidencing either the North Star Mall Mortgage Loan or the Mall St.
Xxxxxxxx Mortgage Loan are repurchased by either Commerzbank or GSMC, this
Agreement may be amended (at the expense of the party requesting such
amendment), without the consent of any Certificateholder, to add or modify
provisions relating to the related Companion Loans for purposes of the servicing
and administration of the repurchased Mortgage Notes, provided that the
amendment will not adversely affect in any material respect the interests of the
Certificateholder, as evidenced by each Rating Agency by a written confirmation
(obtained at the expense of the party that repurchases such Mortgage Note) that
such amendment would not, in and of itself, cause an Adverse Rating Event with
respect to any Class of Certificates. Prior to the effectiveness of such
amendment, in the event that one but not both of the Mortgage Notes with respect
to either the North Star Mall Mortgage Loan or the Mall St. Xxxxxxxx Mortgage
Loan are repurchased, the terms of Section 3.29 shall govern the servicing and
administration of such Mortgage Loan.
(b) This Agreement may also be amended from time to time by the
agreement of the parties hereto with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on Loans which are required to be distributed
on any Certificate, without the consent of the Holder of such Certificate, or
which are required to be distributed to the Companion Loan Noteholders, without
the consent of the affected Companion Loan Noteholders, (ii) adversely affect in
any material respect the interests of the Holders of any Class of Certificates
or the interests of the Companion Loan Noteholders in a manner other than as
described in the immediately preceding clause (i) without the consent of the
Holders of all Certificates of such Class or the consent of the affected
Companion Loan Noteholders, as the case may be, (iii) significantly change the
activities of the Trust without the consent of the Holders of Certificates
entitled to 51% of all the Voting Rights (without regard to Certificates held by
the Depositor or any of the Depositor's Affiliates and/or agents), (iv) modify
the provisions of this Section 11.01, without the consent of the Holders of all
Certificates then outstanding and the consent of the affected Companion Loan
Noteholders, (v) modify the provisions of Section 3.21 or the Servicing
Standard, without the consent of the Holders of all Regular Interest
Certificates then outstanding and the consent of the Companion Loan Noteholders,
or (vi) modify the specified percentage of Voting Rights which are required to
be held by Certificateholders to consent or not to object to any particular
action pursuant to any provision of this Agreement without the consent of the
Holders of all Certificates then outstanding or modify the rights of the
Companion Loan Noteholders to consent or not object to any particular action
pursuant to any provision of this Agreement without the consent of all affected
Companion Loan Noteholders. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 11.01(b), Certificates registered in the name of any party hereto
or any Affiliate thereof shall be entitled to the same Voting Rights with
respect to matters described above as they would if any other Person held such
Certificates, so long as the subject amendment does not relate to increasing its
rights or reducing or limiting its obligations hereunder as a party to this
Agreement.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the party seeking such amendment) addressed to the Trustee and each other
party hereto, to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on
either REMIC Pool pursuant to the REMIC Provisions, cause either REMIC Pool to
fail to qualify as a REMIC and (ii) such amendment complies in all material
respects with the provisions of this Section 11.01.
(d) Promptly after the execution of any such amendment, the Trustee
shall send electronically (and make available on its website) a copy thereof to
each Certificateholder and the Companion Loan Noteholders.
(e) It shall not be necessary for the consent of Certificateholders
or the affected Companion Loan Noteholders under this Section 11.01 to approve
the particular form of any proposed amendment, but it shall be sufficient if
such consent shall approve the substance thereof. The manner of obtaining such
consents and of evidencing the authorization of the execution thereof by
Certificateholders or the affected Companion Loan Noteholders shall be subject
to such reasonable regulations as the Trustee may prescribe.
(f) Each of the Master Servicer, the Special Servicer and the
Trustee may but shall not be obligated to enter into any amendment pursuant to
this Section that affects its rights, duties and immunities under this Agreement
or otherwise.
(g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 11.01(a)
or (c) shall be payable out of the Pool Custodial Account, in the case of the
Master Servicer and the Special Servicer, pursuant to Section 3.05(a), or out of
the Distribution Account, in the case of the Trustee, pursuant to Section
3.05(b).
Section 11.02 Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Pool Custodial Account pursuant to Section 3.05(a) or, to the extent
that it benefits the Companion Loan Noteholders, out of the related Loan Group
Custodial Account pursuant to Section 3.05(A)(a)) to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders and/or the Companion Loan Noteholders; provided, however,
that the Trustee shall have no obligation or responsibility to determine whether
any such recordation of this Agreement is required.
(b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 11.03 Limitation on Rights of Certificateholders and the
Companion Loan Noteholders.
(a) The death or incapacity of any Certificateholder or any
Companion Loan Noteholder shall not operate to terminate this Agreement or the
Trust Fund, nor entitle such Certificateholder's or such Companion Loan
Noteholder's legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
(b) The Certificateholders and the Companion Loan Noteholders
(except as expressly provided for herein) shall not have any right to vote or in
any manner otherwise control the operation and management of the Trust Fund, or
the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders and/or the Companion Loan Noteholders from time to time as
partners or members of an association; nor shall any Certificateholder or
Companion Loan Noteholder be under any liability to any third party by reason of
any action taken by the parties to this Agreement pursuant to any provision
hereof.
(c) Neither any of the Certificateholders nor the Companion Loan
Noteholders shall have any right by virtue of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement or any Loan, unless, with respect to any suit,
action or proceeding upon or under or with respect to this Agreement, such
Person previously shall have given to the Trustee a written notice of default
hereunder, and of the continuance thereof, as hereinbefore provided, and unless
also (except in the case of a default by the Trustee) the Holders of
Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this section, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04 Governing Law; Consent to Jurisdiction.
This Agreement will be governed by and construed in accordance with
the laws of the State of New York, applicable to agreements negotiated, made and
to be performed entirely in said state. To the fullest extent permitted under
applicable law, the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent each hereby irrevocably (i) submits to the
jurisdiction of any New York State and federal courts sitting in New York City
with respect to matters arising out of or relating to this Agreement; (ii)
agrees that all claims with respect to such action or proceeding may be heard
and determined in such New York State or federal courts; (iii) waives the
defense of an inconvenient forum; and (iv) agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Section 11.05 Notices.
Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (i) in the case of the Depositor, Greenwich
Capital Commercial Funding Corp., 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx
00000, Attention: Xxxxx Xxxxxxx, Telecopy No.: (000) 000-0000 with a copy to
Xxxx Xxxxxxxxx, Esq., Telecopy No.: (000) 000-0000; (ii) in the case of the
Master Servicer, GMAC Commercial Mortgage Corporation, 000 Xxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxxxxx 00000, Attention: Greenwich Capital Commercial Funding Corp.,
Commercial Mortgage Trust Series 2005-GG3; facsimile number: (000) 000-0000;
(iii) in the case of the Special Servicer, GMAC Commercial Mortgage Corporation,
000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxx Bieber,
facsimile number: (000) 000-0000, with a copy to General Counsel, facsimile
number: (000) 000-0000; (iv) in the case of the Trustee, LaSalle Bank National
Association, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000,
Attention: Global Securitization Trust Services Group--Greenwich Capital
Commercial Funding Corp., Commercial Mortgage Trust Series 2005-GG3, facsimile
number: (000) 000-0000; (v) in the case of the Fiscal Agent, ABN AMRO Bank N.V.,
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global
Securitization Trust Services Group--Greenwich Capital Commercial Funding Corp.,
Commercial Mortgage Trust Series 2005-GG3, facsimile number: (000) 000-0000;
(vi) in the case of the Underwriters, (A) Greenwich Capital Markets, Inc., 000
Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, Attention: Xxxxx Xxxxxxx, Telecopy
No.: (000) 000-0000 with a copy to Xxxx Xxxxxxxxx, Esq., Telecopy No.: (203)
618-2132; (B) Xxxxxxx, Xxxxx & Co., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxx Xxxxxxx, Telecopy No.: (000) 000-0000, with a copy to: Xxxxx
Xxxxxxxxxx, Esq., Telecopy No.: (000) 000-0000; (C) Banc of America Securities
LLC, 000 Xxxxx Xxxxx Xxxxxx, XX0-000-00-00, Xxxxxxxxx, XX 00000, Attention:
Xxxxxxxxxxx X. Xxxxxxx, Telecopy No.: (000) 000-0000; (D) Credit Suisse First
Boston LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxxxx,
with a telecopy to Xxxxx XxXxxxxxxx, Esq., Legal Compliance Department, Telecopy
No.: (000) 000-0000; (E) Wachovia Capital Markets, LLC, 000 X. Xxxxxxx Xxxxxx
XX0000, Xxxxxxxxx, XX 00000, Attention: Xxxxx Xxxx, with a copy to Xxxxxxxxx
Xxxxxxx, Telecopy No.: (000) 000-0000; and (F) Bear, Xxxxxxx Co. Inc. 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxx, Telecopy
No.: (000) 000-0000, with a copy to Xxxxxx Xxxxxxxxx, Esq., Telecopy No.: (917)
849-1179; (vii) in the case of the Rating Agencies, (A) Standard & Poor's Rating
Services, a division of the XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: CMBS Surveillance Department,
Telecopy No.: (000) 000-0000; and (B) Xxxxx'x Investors Service, Inc., 00 Xxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, Attention: CMBS-Monitoring, Telecopy No.: (212)
553-1350; (viii) in the case of the Companion Loan Noteholders, to their
addresses as set forth in or notified to the parties hereto pursuant to, the
related Co-Lender Agreement; (ix) in the case of the initial Controlling Class
Directing Holder, Cadim TACH, Inc. c/o CDP Capital Real Estate Advisors, CDP
Capital Center, 0000 Xxxx-Xxxx-Xxxxxxxx Xxxxx, Xxxxx X-000, Xxxxxxxx, Xxxxxx X0X
0X0, Xxxxxx, Attention: Corporate Secretary, with a copy to CWCapital
Investments, LLC, 0000 Xxxxx Xxxxxx, Xxxx Xxxx, Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000, Attention: Xxx Xxxxx and CWCapital Investments, LLC, 0000
Xxxxxx Xxxx, Xxxxx 0000, Xxxxxx, Xxxxx, Attention: Xxxxx Xxxxxxx (with a copy to
be sent by email); and (x) in the case of the Mortgage Loan Sellers, (A)
Greenwich Capital Financial Products, Inc., 000 Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000, Attention: Xxxxx Xxxxxxx, Telecopy No.: (000) 000-0000, with
a copy to Xxxx Xxxxxxxxx, Esq., Telecopy No.: (000) 000-0000; (B) Xxxxxxx Sachs
Mortgage Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx
Xxxxxxx, Telecopy No.: (000) 000-0000, with a copy to: Xxxxx Xxxxxxxxxx, Esq.,
Telecopy No.: (000) 000-0000; and (C) Commerzbank AG, New York Branch, 2 World
Financial Center, New York, New York 10281, Attention: Xxxxxxx X. Xxxxx,
Telecopy No.: (000) 000-0000, with a copy to Dechert LLP, 4000 Xxxx Atlantic
Tower, 0000 Xxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Xxxxx X.
Xxxxx, Esq., Telecopy No.: (000) 000-0000; or, as to each such Person, such
other address as may hereafter be furnished by such Person to the parties hereto
in writing. Any communication required or permitted to be delivered to a
Certificateholder shall be deemed to have been duly given when mailed first
class, postage prepaid, to the address of such Holder as shown in the
Certificate Register.
Section 11.06 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 or of the Certificates or the rights of the Holders thereof.
Section 11.07 Grant of a Security Interest.
The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Mortgage
Loans pursuant to this Agreement shall constitute a sale and not a pledge of
security for a loan. If such conveyance is deemed to be a pledge of security for
a loan, however, the Depositor and the Trustee agree that it is their intent
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor and the Trustee also
intend and agree that, in such event, (i) in order to secure performance of the
Depositor's obligations hereunder and payment of the Certificates, the Depositor
shall be deemed to have granted, and does hereby grant, to the Trustee (in such
capacity) a first priority security interest in the Depositor's entire right,
title and interest in and to the assets constituting the Trust Fund, including
the Mortgage Loans, all principal and interest received or receivable with
respect to the Mortgage Loans (other than principal and interest payments due
and payable prior to the Cut-off Date and any Principal Prepayments received on
or prior to the Cut-off Date), all amounts held from time to time in the Pool
Custodial Account, the Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Account and, if established, the Pool REO Account
and any and all reinvestment earnings on such amounts, and all of the
Depositor's right, title and interest in and to the proceeds of any title,
hazard or other Insurance Policies related to such Mortgage Loans, and (ii) this
Agreement shall constitute a security agreement under applicable law.
Section 11.08 Xxxxxx Act.
Any provisions required to be contained in this Agreement by Section
126 of Article 4-A of the New York Real Property Law are hereby incorporated
herein, and such provisions shall be in addition to those conferred or imposed
by this Agreement; provided, however, that to the extent that such Section 126
shall not have any effect, and if said Section 126 should at any time be
repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 shall cease to have any further
effect upon the provisions of this Agreement. In case of a conflict between the
provisions of this Agreement and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail, provided that if said Article 4-A shall not apply to this Agreement,
should at any time be repealed, or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, such mandatory provisions of
such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.
Section 11.09 Successors and Assigns; Beneficiaries.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders.
Each Underwriter shall be a third party beneficiary to this
Agreement solely with respect to its right to receive the reports, statements
and other information to which it is entitled hereunder, to preserve such
Underwriter's rights under Sub-Servicing Agreements as contemplated by Section
3.23(d) and, in the case of a Mortgage Loan Seller, to terminate the Trust Fund
pursuant to Section 9.01.
Each of the Sub-Servicers that is a party to a Sub-Servicing
Agreement in effect on the Closing Date (or being negotiated as of the Closing
Date and in effect within 90 days thereafter) shall be a third party beneficiary
to obligations of a successor Master Servicer under Section 3.23, provided that
the sole remedy for any claim by a Sub-Servicer as a third party beneficiary
pursuant to this Section 11.09 shall be against a successor Master Servicer
solely in its corporate capacity and no Sub-Servicer shall have any rights or
claims against the Trust Fund or any party hereto (other than a successor Master
Servicer in its corporate capacity as set forth in this Section 11.09) as a
result of any rights conferred on such Sub-Servicer as a third party beneficiary
pursuant to this Section 11.09.
The Companion Loan Noteholders and any designees thereof acting on
behalf of or exercising the rights of the Companion Loan Noteholders shall be
third-party beneficiaries to this Agreement with respect to their rights as
specifically provided for herein.
Each Lead Master Servicer, Lead Special Servicer, Lead Trustee and
Lead Fiscal Agent shall be third party beneficiaries to this Agreement solely
with respect to (i) the reimbursement of nonrecoverable advances made by such
party under the Lead PSA, as provided in Section 3.05 hereof and (ii) the
indemnification of the Lead Master Servicer, Lead Trustee, Lead Fiscal Agent and
Lead Special Servicer, as provided in Section 6.03.
Any Subsequent Master Servicer, Subsequent Trustee and Subsequent
Fiscal Agent shall be a third party beneficiary to this Agreement solely with
respect to the recoverability of any back-up P&I Advances pursuant to Section
3.05A, and to the extent required under the related Co-Lender Agreement.
Each of the Master Servicer and the Special Servicer acknowledges
that upon the securitization of a Serviced Pari Passu Companion Loan, the
Subsequent Trustee will be the owner of such Mortgage Note and that, pursuant to
the Subsequent PSA, the Subsequent Master Servicer will be entitled to enforce
the rights of the Subsequent Trustee with respect to such Loan under the related
Co-Lender Agreement and this Agreement.
In the event that one, but not both, of the Mortgage Notes with
respect to either the Mall St. Xxxxxxxx Mortgage Loan or the North Star Mall
Mortgage Loan are repurchased, the holder of the repurchased Mortgage Note shall
be a third party beneficiary of this Agreement to the same extent as if they
were Companion Loan Noteholders, as contemplated by Section 3.29.
This Agreement may not be amended in any manner that would adversely
affect the rights of any such third party beneficiary without its consent. No
other Person, including any Mortgagor, shall be entitled to any benefit or
equitable right, remedy or claim under this Agreement.
Section 11.10 Article and Section Headings.
The Article and Section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
Section 11.11 Notices to Rating Agencies.
(a) The Trustee shall promptly provide notice to each Rating Agency
with respect to each of the following of which it has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been cured;
(iii) the resignation or termination of the Fiscal Agent, the Master
Servicer or the Special Servicer;
(iv) the repurchase of Mortgage Loans by the applicable Mortgage
Loan Seller pursuant to Section 2.03;
(v) any change in the location of the Distribution Account, the
Interest Reserve Account or the Excess Liquidation Proceeds Account;
(vi) the final payment to any Class of Certificateholders; and
(vii) any sale or disposition of any Mortgage Loan or REO Property.
(b) The Master Servicer shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:
(i) the resignation or removal of the Trustee; and
(ii) any change in the location of any Custodial Account.
(c) The Special Servicer shall furnish each Rating Agency with
respect to a Specially Serviced Loan such information as the Rating Agency shall
reasonably request and which the Special Servicer can reasonably provide in
accordance with applicable law, with copies to the Trustee.
(d) To the extent applicable, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:
(i) each of its annual statements as to compliance described in
Section 3.14;
(ii) each of its annual independent public accountants' servicing
reports described in Section 3.15; and
(iii) any Officer's Certificate delivered by it to the Trustee
pursuant to Section 3.12(d), 4.03(c) or 4.03A(c).
(e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).
(f) The Trustee shall promptly deliver to each Rating Agency a copy
of each of the statements and reports described in Section 4.02(a) that is
prepared by it.
(g) Each of the Trustee, the Master Servicer and the Special
Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.
Section 11.12 Global Opinions.
Notwithstanding anything herein to the contrary, where any party
hereto is required or permitted to rely upon an Opinion of Counsel with respect
to any particular matter, such Opinion of Counsel need not specifically
reference such particular matter, but rather such Opinion of Counsel may address
general matters of law in respect of nonspecific circumstances which clearly
encompass the facts of such particular matter (any such Opinion of Counsel, a
"Global Opinion"); provided that no Global Opinion may be relied upon if it is
more than 12 months old or if the subject party has reason to believe that such
Global Opinion no longer expresses a correct legal opinion.
Section 11.13 Complete Agreement.
This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.
GREENWICH CAPITAL COMMERCIAL FUNDING
CORP.,
Depositor
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
-------------------------------
Title: Vice President
------------------------------
GMAC COMMERCIAL MORTGAGE CORPORATION,
Master Servicer
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
-------------------------------
Title: Vice President
------------------------------
GMAC COMMERCIAL MORTGAGE CORPORATION,
Special Servicer
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
-------------------------------
Title: EVP
------------------------------
LASALLE BANK NATIONAL ASSOCIATION,
Trustee
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------
Title: Assistant Vice President
------------------------------
ABN AMRO BANK N.V.,
Fiscal Agent
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
-------------------------------
Title: First Vice President
------------------------------
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
-------------------------------
Title: Sr. Vice President
------------------------------
STATE OF CONNECTICUT )
) ss.: GREENWICH
COUNTY OF FAIRFIELD )
On the 8th day of February, 2005, before me, a notary public in and
for said State, personally appeared Xxxxxx Xxxx, known to me to be a Vice
President of Greenwich Capital Commercial Funding Corp., one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Xxxxx X. Xxxxxx
----------------------------------------
Notary Public
STATE OF PENNSYLVANIA )
) ss.:
COUNTY OF XXXXXXXXXX )
On the 10th day of February, 2005, before me, a notary public in and
for said State, personally appeared Xxxxx X. Xxxxxxxx, known to me to be a Vice
President of GMAC Commercial Mortgage Corporation, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Xxx X. Xxxxxxxxx
---------------------------------------
Notary Public
STATE OF CALIFORNIA )
) ss.:
COUNTY OF CONTRA COSTA )
On the 4th day of February, 2005, before me, a notary public
in and for said State, personally appeared Xxxx Xxxxx, known
to me to be a Executive Vice President of GMAC Commercial Mortgage
Corporation, one of the entities that executed the within instrument, and also
known to me to be the person who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Notary Public
[Notarial Seal]
STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
On the 10th day of February, 2005, before me, a notary public in and
for said State, personally appeared Xxxxx X. Xxxxxx, known to me to be a Asst.
Vice President of LaSalle Bank National Association, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Xxxxx X'Xxxx
---------------------------------------
Notary Public
STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
On the 10th day of February, 2005, before me, a notary public in and
for said State, personally appeared Xxxxx X. Xxxx and Xxxxxxx Xxxx, known to me
to be a First Vice President and Senior Vice President, respectively, of ABN
AMRO Bank N.V., one of the entities that executed the within instrument, and
also known to me to be the persons who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Xxxxx X'Xxxx
---------------------------------------
Notary Public
SCHEDULE I
MORTGAGE LOAN SCHEDULE
GCCFC 05-GG3
Loan ID GCFP Control_Number GCFP Loan ID Loan Name
1 00-1001130 00-1001130 North Star Mall
2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian
3 04-0773 04-0773 0000 Xxxxxxxx
4 00-1001129 00-1001129 The Crescent
5 00-1001131 00-1001131 000 Xxxxxxx Xxxxxx
6 00-1001132 00-1001132 Mall St. Xxxxxxxx
7 09-0002005 09-0002005 Westin Kierland
8 04-0662 04-0662 Shops at Wailea
9 04-0975 04-0975 Waikiki Galleria
10 04-1136 04-1136 Place Properties Portfolio
10.01 04-1136 00-0000 Xxxxxxx Xxxxx
10.02 04-1136 00-0000 Xxxxx Xxxxx
10.03 04-1136 00-0000 Xxxxxxxxxxxx Xxxxx
10.04 04-1136 00-0000 Xxxx Xxxxx
10.05 04-1136 00-0000 Xxxxxx Xxxxx
10.06 04-1136 00-0000 Xxxx Xxxxx
10.07 04-1136 00-0000 Xxxxxxx Xxxxx
10.08 04-1136 00-0000 Xxxxx Xxxxx
10.09 04-1136 00-0000 Xxxxxx Xxxxx
11 04-1007 04-1007 0000 Xxxxxx Xxxxxx
12 04-0140 04-0140 0000 Xxxx Xxxxxx
13 00-1001133 00-1001133 Doral Arrowwood Hotel
14 04-1247 00-0000 0000 Avenue of the Americas
15 04-1228 04-1228 Xxx Xxxxx Xxxxxx
00 00-0000 00-0000 Xxxxx Xxxx Mall
17 04-0449 04-0449 Village at Orange
18 04-0826 04-0826 Mayfaire Town Center
19 04-0829 04-0829 Xxxxxxxx/Charlesbank Office Portfolio
19.01 04-0829 04-0829 Park Tower
19.02 04-0829 04-0829 000 Xxxxx Xxxxxx Xxxxx
19.03 04-0829 04-0829 Transit Tower
20 09-0001999 09-0001999 Atlanta Decorative Arts Center
21 04-1347 04-1347 Hilton Nashville Downtown
22 04-1143 00-0000 0000 Xxxxxxxx
23 09-0001980 09-0001980 Xxxx Xxxxxxxxx Xxxxxxx
00 00-0000 00-0000 Xxxxxx Xxxxxxx
25 09-0001968 09-0001968 One Financial Plaza
26 04-0917 04-0917 Executive Campus
27 04-0551 04-0551 0000 X Xxxxxx
28 09-0001954 09-0001954 FAA Building
29 04-1086 04-1086 Hyatt Regency Albuquerque
30 09-0001950 09-0001950 Groton Estates
31 09-0001974 09-0001974 Champions of the West Tower
32 04-1059 04-1059 Irvine Technology Center-I
33 04-0276 04-0276 0000 Xxxxxxxxx Xxxx
34 04-1229 00-0000 Xxx Xxxx Xxxxxxxxx Xxxxxx
35 04-1085 04-1085 Xxxxx Pointe/Arapahoe Village Portfolio
35.01 04-1085 04-1085 Xxxxx Pointe
35.02 04-1085 04-1085 Arapaho Village
36 03-0873 03-0873 St Louis Place
37 04-1158 04-1158 Xxxxxxxxx Xxxxx
00 04-0904 04-0904 000 Xxxx 00xx Xxxxxx
39 04-1157 04-1157 Xxxxxx Xxx Xxx
00 00-0000 00-0000 Xxxxx Xxxxxxx
00 04-0862 04-0862 Magnolia Village
42 09-0002018 09-0002018 0000 Xxxxxxx Xxxx
43 04-0948 04-0948 Capitol Center
44 04-0809 04-0809 Seattle Tower
45 09-0002020 09-0002020 Marketplace at Xxxxxxx
00 04-0945 04-0945 New Loudon Center
47 09-0002006 09-0002006 X.X. Xxxxx Retail Portfolio
47.01 09-0002006C 09-0002006C Clarksville Commons
47.02 09-0002006B 09-0002006B Xxxx Xxxxxxxxxx Xxxxxx
47.03 09-0002006A 09-0002006A X.X. 00 Xxxxx
00 00-0000 04-0522 North Mountain Village Apartments
49 04-1290 04-1290 Prospect Place Office
50 04-0889 04-0889 Radisson Metrodome
51 04-0778 00-0000 Xxxxxxxxxxxx Xxxxx
52 04-0747 04-0747 Xxxx Portfolio
52.01 04-0747 04-0747 Energy Park I & II
52.02 04-0747 00-0000 Xxxxxxxx Xxx
53 04-0731 04-0731 000 Xxxxxxxx Xxxxxx
54 04-0857 00-0000 Xxx Xxxxx at Encinitas Ranch
55 09-0001973 09-0001973 University Plaza
56 09-0001985 09-0001985 Xxxxx Xxxxx Xxxxxxxx
00 04-0794 04-0794 Fremont Xxxxxx Center
58 04-0311 04-0311 Pleasant Valley
59 09-0001951 09-0001951 00 Xxxxxxxx Xxxx
60 09-0001981 09-0001981 Village Shopping Center
61 09-0001953 09-0001953 Xxxxx Adobes Plaza
62 09-0001991 09-0001991 Shoppes at Xxxxxx Farms
63 09-0002002 09-0002002 Bloomfield Park Gateway Center
64 09-0002012 09-0002012 Hollidaysburg Manor Apts
65 04-1205 00-0000 Xxxxxxxxxx Xxxxxxx
66 04-0282 04-0282 Fairfield Office Portfolio
66.01 04-0282 04-0282 000 Xxxxxxxx Xxxxx
66.02 04-0282 04-0282 0000 Xxxxx Xxxxxxx Xxxx
67 09-0001960 09-0001960 Prairie Xxxx Medical Office Buildings B and C
68 04-1073 04-1073 0000 Xxxxxx Xxx Xxxxxxx
69 04-0970 04-0970 Hampton Inn Camarillo
70 09-0001944 09-0001944 Toringdon II
71 09-0001912 09-0001912 Health Park
72 04-0928 04-0928 Pasadena Collection
73 04-1255 04-1255 Towneplace Suites by Marriott, San Xxxx
74 09-0002003 09-0002003 Xxxxxx Xxxxx
00 04-0648 04-0648 Eastwind Shopping Center
76 09-0001992 09-0001992 Centra Point I
77 09-0001915 09-0001915 Intracorp Building
78 09-0001914 09-0001914 Xxxxxx Park
79 04-1142 04-1142 Quail Vista
80 09-0002013 09-0002013 Westwood Plaza
81 09-0001956 09-0001956 Northdale Plaza
82 04-1282 04-1282 Polaris Retail Center
83 09-0002004 09-0002004 Xxxxxx Xxxxxx Building
84 09-0001936 09-0001936 The Highlands of East Ellijay
85 09-0001947 09-0001947 Fleetwood Xxxxxx Xxxx
00 00-0000000 00-0000000 Xxxxxxxx Xxxxxx
87 09-0001959 09-0001959 Prairie Xxxx Medical Office Building A
88 09-0001997 09-0001997 Highlands Shopping Center
89 04-1234 04-1234 Eagle Mountain Shopping Center
90 09-0001922 09-0001922 Rivers Bend East
91 04-0730 04-0730 0000 Xxxxx Xxxxxx
92 04-1263 00-0000 Xxxxxx Xxxxx
93 04-0937 04-0937 Pacific Pointe
94 09-0001988 09-0001988 0000 Xxxxxx Xxxxxxxx Xxxxxxx
95 09-0002008 09-0002008 Xxxxx Plaza Four
96 04-0029 04-0029 Sopra Centre
97 09-0001993 09-0001993 Centra Point V
98 09-0001969 09-0001969 Harbor Medical Office
99 04-0776 04-0776 Corporate Exchange Center
100 04-0982 04-0982 000 Xxxx Xxxxxx
101 09-0002011 09-0002011 Xxxxxx Xxxx Xxxxxxxxxx
000 09-0001957 09-0001957 6801 Building
103 09-0001987 09-0001987 0000 Xxxxxx Xxx
104 09-0001998 09-0001998 Pell City Shopping Center
105 09-0002007 09-0002007 Trinity Corporate Park
106 04-1043 04-1043 Smart & Final Center
107 09-0001996 09-0001996 Milestone Shopping Center
108 04-1185 04-1185 Peachtree City Marketplace
109 09-0002019 09-0002019 Xxxxxx Park Shopping Center
110 09-0001942 09-0001942 Bond Street Office
111 04-0738 04-0738 Quail Corners South
112 04-0997 04-0997 Rockwest I
113 09-0001952 09-0001952 Westpoint Industrial
114 09-0002009 09-0002009 Wednesbury Medical Xxxxxx
000 00-0000 00-0000 Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx
116 09-0002024 09-0002024 Southpointe Plaza
117 04-0944 04-0944 Vestridge Commons
118 03-0617 00-0000 Xxxxxxxx Xxxxxx
119 09-0001976 09-0001976 Grove Medical Center
120 09-0001971 09-0001971 Mountain View Plaza
121 03-0655 03-0655 Northpark One
122 09-0001995 09-0001995 Smoky Hill Shopping Center
123 09-0001958 09-0001958 5700 Building
124 04-1135 04-1135 Walgreens Pleasant Hill
125 09-0001975 09-0001975 Hartland Village Shopping Center
126 04-0737 04-0737 Quail Corners South - Phase III
127 04-1265 04-1265 Arbo Portfolio
127.01 04-1265 04-1265 000 Xxxx 0xx Xxxxxx
127.02 04-1265 04-1265 0000 Xxxx 0xx Xxxxxx
128 09-0001948 09-0001948 Xxxxxxxxxx Crossing SC
129 09-0001972 09-0001972 Safeway Store - Pueblo West
130 04-0620 04-0620 Wood River Mini Storage
131 09-0001970 09-0001970 Lowe's Plaza Shopping Center
132 09-0001989 09-0001989 Village at Ontario Center
133 04-0733 04-0733 Plaza El Portal
134 09-0002014 09-0002014 Xxxxxxxx Crossing Shopping Center
135 04-1078 00-0000 Xxxxxxxxx Xxxxxxx Shopping Center
136 04-1115 00-0000 Xxxxxxxxx Xxxxxxxx
137 04-0906 04-0906 000 Xxxxx Xxxxxx Xxxxxxxxx
138 04-0816 04-0816 CVS, Lancaster
139 09-0001979 09-0001979 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxxx
000 00-0000 00-0000 Xxxxx Xxxxx
141 04-0909 04-0909 00000 Xxxxxx Xxxx
142 04-0736 04-0736 000 Xxxxxx Xxxx Xxxxx
2-C 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian
3-C 04-0773 04-0773 1440 Broadway
8-C 04-0662 04-0662 Shops at Wailea
12-C 04-0140 04-0140 0000 Xxxx Xxxxxx
14-C 04-1247 04-1247 1370 Avenue of the Americas
19-C 04-0829 04-0829 Xxxxxxxx/Charlesbank Office Portfolio
70-C 09-0001944 09-0001944 Toringdon II
GCCFC 05-GG3 General Property
Loan ID Property Name Type Detailed Property Type
1 Property Name Retail Xxxxxxxx Xxxx
0 Xxxxx Xxxxx Shoppes at the Venetian Retail Xxxxxxxx Xxxx
0 0000 Xxxxxxxx Office General Urban
4 The Crescent Office General Urban
5 000 Xxxxxxx Xxxxxx Office General Urban
0 Xxxx Xx. Xxxxxxxx Retail Xxxxxxxx Xxxx
0 Xxxxxx Xxxxxxxx Hospitality Full Service
8 Shops at Wailea Retail Xxxxxxxx Xxxx
0 Xxxxxxx Xxxxxxxx Office General Urban
10 Place Properties Portfolio
10.01 Xxxxxxx Place Multifamily Student Housing
10.02 River Place Multifamily Student Housing
10.03 Jacksonville Place Multifamily Student Housing
10.04 Xxxx Place Multifamily Student Housing
10.05 Xxxxxx Place Multifamily Student Housing
10.06 Cape Place Multifamily Student Housing
10.07 Clemson Place Multifamily Student Housing
10.08 Macon Place Multifamily Student Housing
10.09 Xxxxxx Place Multifamily Student Housing
11 0000 Xxxxxx Xxxxxx Xxxxxx General Urban
12 0000 Xxxx Xxxxxx Office General Suburban
13 Doral Arrowwood Hotel Hospitality Full Service
14 1370 Avenue of the Americas Office General Urban
15 One South Street Office General Urban
00 Xxxxx Xxxx Xxxx Xxxxxx Xxxxxxxx Xxxx
17 Village at Orange Retail Xxxxxxxx Xxxx
00 Xxxxxxxx Xxxx Center Retail Regional Mall
19 Xxxxxxxx/Charlesbank Office Portfolio
19.01 Park Tower Office General Urban
19.02 000 Xxxxx Xxxxxx Xxxxx Xxxxxx General Urban
19.03 Transit Tower Office General Urban
20 Atlanta Decorative Arts Center Office General Urban
21 Hilton Nashville Downtown Hospitality Full Service
22 3100 Xxxxxxxx Office General Suburban
23 Lake Arrowhead Village Retail Anchored
24 Olathe Station Retail Anchored
25 One Financial Plaza Office General Urban
26 Executive Campus Office General Suburban
27 1341 G Street Office General Urban
28 FAA Building Office General Suburban
29 Hyatt Regency Albuquerque Hospitality Full Service
00 Xxxxxx Xxxxxxx Multifamily Garden
31 Champions of the West Tower Office General Suburban
32 Irvine Technology Center-I Office R & D
33 2470 Highcrest Road Office General Suburban
34 Xxx Farm Corporate Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx
00 Xxxxx Xxxxxx/Xxxxxxxx Xxxxxxx Portfolio
35.01 Xxxxx Pointe Retail Anchored
35.02 Arapaho Village Retail Anchored
00 Xx Xxxxx Xxxxx Office General Xxxxx
00 Xxxxxxxxx Xxxxx Office General Suburban
38 000 Xxxx 00xx Xxxxxx Office General Suburban
39 Piazza Del Sol Office General Urban
40 Hotel Xxxxxxx Hospitality Full Service
41 Magnolia Village Office General Xxxxx
00 0000 Xxxxxxx Xxxx Office General Suburban
43 Capitol Center Office General Urban
44 Seattle Tower Office General Urban
45 Marketplace at Kapolei Retail Shadow Anchored
46 New Loudon Center Retail Anchored
47 X.X. Xxxxx Retail Portfolio
47.01 Clarksville Commons Retail Anchored
47.02 East Washington Street Retail Anchored
47.03 U.S. 00 Xxxxx Xxxxxx Xxxxxxxx
00 Xxxxx Xxxxxxxx Xxxxxxx Apartments Multifamily Garden
49 Prospect Place Office Office General Suburban
50 Radisson Metrodome Hospitality Full Service
00 Xxxxxxxxxxxx Xxxxx Retail Anchored
52 Xxxx Portfolio
52.01 Energy Park I & II Office General Suburban
52.02 Maryland Way Office General Suburban
53 000 Xxxxxxxx Xxxxxx Office General Urban
54 The Plaza at Encinitas Ranch Retail Shadow Anchored
55 University Plaza Retail Anchored
56 Xxxxx Fargo Building Office General Urban
57 Fremont Xxxxxx Center Retail Unanchored
58 Pleasant Valley Office General Xxxxxxxx
00 00 Xxxxxxxx Xxxx Office General Suburban
60 Village Shopping Center Retail Anchored
61 Xxxxx Adobes Plaza Retail Anchored
62 Shoppes at Xxxxxx Farms Retail Anchored
00 Xxxxxxxxxx Xxxx Xxxxxxx Center Retail Anchored
64 Hollidaysburg Manor Apts Multifamily Garden
00 Xxxxxxxxxx Xxxxxxx Retail Anchored
66 Fairfield Office Portfolio
66.01 000 Xxxxxxxx Xxxxx Xxxxxx General Suburban
66.02 0000 Xxxxx Xxxxxxx Xxxx Office General Suburban
00 Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx X and C Office Medical
68 1420 Harbor Bay Parkway Office General Suburban
69 Hampton Inn Camarillo Hospitality Limited Service
70 Toringdon II Office General Suburban
71 Health Park Office Medical
72 Pasadena Collection Retail Unanchored
73 Towneplace Suites by Marriott, San Xxxx Hospitality Limited Service
00 Xxxxxx Xxxxx Retail Shadow Anchored
75 Eastwind Shopping Center Retail Anchored
76 Centra Point I Office General Suburban
77 Intracorp Building Office General Urban
00 Xxxxxx Xxxx Retail Shadow Anchored
00 Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx
00 Xxxxxxxx Xxxxx Retail Shadow Anchored
81 Northdale Plaza Office General Suburban
82 Polaris Retail Center Retail Anchored
83 Xxxxxx Xxxxxx Building Office General Urban
84 The Highlands of East Ellijay Retail Anchored
85 Fleetwood Office Park Office General Suburban
86 Bayshore Center Office General Urban
87 Prairie Xxxx Medical Office Building A Office Medical
88 Highlands Shopping Center Retail Shadow Anchored
89 Eagle Mountain Shopping Center Retail Anchored
90 Rivers Bend East Office General Suburban
91 6312 Xxxxx Avenue Retail Shadow Anchored
00 Xxxxxx Xxxxx Retail Unanchored
93 Pacific Pointe Office General Urban
94 5000 Blazer Memorial Parkway Office General Suburban
95 Xxxxx Plaza Four Retail Anchored
96 Sopra Centre Office General Urban
97 Centra Point V Office General Suburban
98 Harbor Medical Office Office General Suburban
99 Corporate Exchange Center Office General Suburban
100 100 Bank Street Office General Urban
000 Xxxxxx Xxxx Industrial Industrial Industrial
102 6801 Building Office General Suburban
103 0000 Xxxxxx Xxx Retail Anchored
104 Pell City Shopping Center Retail Shadow Anchored
105 Trinity Corporate Park Office General Urban
106 Smart & Final Center Retail Anchored
107 Milestone Shopping Center Retail Shadow Anchored
108 Peachtree City Marketplace Retail Anchored
000 Xxxxxx Xxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored
000 Xxxx Xxxxxx Office Office General Suburban
111 Quail Corners South Office General Suburban
112 Rockwest I Retail Unanchored
000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxxx
114 Wednesbury Medical Office Office Medical
115 Parkway Commons Office Building Office General Suburban
000 Xxxxxxxxxxx Xxxxx Retail Shadow Anchored
000 Xxxxxxxxx Xxxxxxx Retail Unanchored
000 Xxxxxxxx Xxxxxx Retail Anchored
119 Grove Medical Center Office Medical
000 Xxxxxxxx Xxxx Xxxxx Retail Shadow Anchored
121 Northpark One Office General Suburban
122 Smoky Hill Shopping Center Retail Shadow Anchored
123 5700 Building Office General Suburban
000 Xxxxxxxxx Xxxxxxxx Xxxx Retail Single Tenant
000 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored
126 Quail Corners South - Phase III Office General Suburban
127 Arbo Portfolio
127.01 000 Xxxx 0xx Xxxxxx Multifamily Garden
127.02 0000 Xxxx 0xx Xxxxxx Multifamily Garden
000 Xxxxxxxxxx Xxxxxxxx XX Retail Shadow Anchored
129 Safeway Store - Pueblo West Retail Anchored
130 Wood River Mini Storage Self-Storage General, units only
000 Xxxx'x Xxxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored
132 Village at Ontario Center Retail Shadow Anchored
133 Plaza El Portal Retail Unanchored
000 Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored
000 Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Retail Unanchored
000 Xxxxxxxxx Xxxxxxxx Xxxxxx General Suburban
137 000 Xxxxx Xxxxxx Xxxxxxxxx Multifamily Conventional
138 CVS, Lancaster Retail Single Tenant
000 Xxxxxxx Xxxxx Xxxxxx Apartments Multifamily Conventional
000 Xxxxx Xxxxx Xxxxxx General Suburban
141 00000 Xxxxxx Xxxx Industrial Warehouse
142 000 Xxxxxx Xxxx Xxxxx Office General Suburban
2-C Grand Canal Shoppes at the Venetian
3-C 0000 Xxxxxxxx
8-C Shops at Wailea
12-C 0000 Xxxx Xxxxxx
14-C 1370 Avenue of the Americas
19-C Xxxxxxxx/Charlesbank Office Portfolio
70-C Toringdon II
GCCFC 05-GG3
Loan ID Xxxxxxx Xxxx
0 0000 Xxx Xxxxx Xxxxxx Xxx Xxxxxxx
0 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxxx
3 0000 Xxxxxxxx Xxx Xxxx
4 100-300 and 000 Xxxxxxxx Xxxxx Xxxxxx
5 000 Xxxxxxx Xxxxxx Xxx Xxxx
6 0000 Xxxxxxxxxxx Xxxx Xxxxxxxxxx
7 0000 Xxxx Xxxxxxxx Xxxxxxx Xxxxxxx
8 3750 Wailea Alanui Drive Wailea
9 2222 and 0000 Xxxxxxxx Xxxxxx Xxxxxxxx
00
10.01 0000 Xxxxx Xxxx Xxxxx Xxxxxx
10.02 000 Xxxxxxx Xxxx Xxxxxxxxxx
10.03 000 Xxxxxx Xxxxxx XX Xxxxxxxxxxxx
10.04 000 Xxxxx Xxxxxx Xxxx
10.05 000 Xxxx Xxxxx Xxxxxx Xxxxxx
10.06 0000 Xxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxx
10.07 000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxx
10.08 0000 Xxxx Xxxxx Xxxxx
10.09 0000 Xxxxx Xxxxx Xxxxxx
11 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx
12 0000 Xxxx Xxxxxx Xxxxxx
13 000 Xxxxxxxx Xxxx Xxxx Xxx Xxxxx
14 1370 Avenue of the Americas New York
00 Xxx Xxxxx Xxxxxx Xxxxxxxxx
16 0000 XX Xxxxxxxx Xxxxxxx San Antonio
17 0000 Xxxx Xxxxxxx Xxx Xxxxxx
00 Xxxxxxxx Xxxxxx Xxxx Xxxxxxxxxx
19
19.01 000 Xxxxx Xxx Xxxxxxxxx Xxxxx Xxx
19.02 000 Xxxxx Xxxxxx Xxxxx Xxxxx Xxx
19.03 000 Xxxx 0xx Xxxxxx Xxxxx Xxx
20 000-000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx
21 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx
22 0000 Xxxxxxxx Xxxxxxx
23 00000 Xxxxxxx 000 Xxxx Xxxxxxxxx
24 00000 Xxxx 000xx Xxxxxx (X0); 00000 Xxxxx Xxxxxx Xxxx Xxxx (X0) Olathe
25 000 Xxxxx Xxxxxxxx St. Louis
26 3 Executive Campus Cherry Hill
27 0000 X Xxxxxx Xxxxxxxxxx
28 0000 Xxxx Xxxxx Xxxx Des Plaines
29 000 Xxxxxxx Xxxxxx, XX Albuquerque
30 000 Xxxxxxxxxxxxx Xx Groton
31 12264 El Camino Real San Diego
32 18871 Teller Avenue, 18872 & 00000 Xxxxxxx Xxxxxx, and 2525 & 0000 Xxxxxx Xxxxx Xxxxxx
33 0000 Xxxxxxxxx Xxxx Xxxxxxxxx
34 00 Xxxxxxx Xxxxxxx Xxxx Danbury
35
35.01 0000 X Xxxxxxx Xxxxx Xxxx Xxxxxxxxxx
35.02 000 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx
36 000 Xxxxx Xxxxxxxx St Louis
37 0000 Xxxxx Xxxxxx Santa Xxxxxx
38 000 Xxxx 00xx Xxxxxx Xxxxxxxx
39 0000 Xxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx
40 0 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxx
41 0000 Xxxxx XxXxxxxx Xxxxxxxxx Xxxx
42 0000 Xxxxxxx Xxxx McLean
43 000 Xxxxxxxx Xxxxxx Xxxxxx
44 0000 Xxxxx Xxxxxx Xxxxxxx
45 000 Xxxxxxxxxx Xxxxxxx Xxxxxxx
46 000 Xxx Xxxxxx Xxxx Xxxxxx
47
47.01 0000 Xxxx Xxxxxxx 000 Xxxxxxxxxxx
47.02 00000 Xxxx Xxxxxxxxxx Xxxxxx Indianapolis
47.03 0000 X.X. Xxxxxxx 00 Xxxxx Xxxxxxxxxxxx
48 0000 Xxxx Xxxxxxxxxxx Xxxx Xxxxxxx
49 0000 X. Xxxxx Xxxxxxx Xxxx Xxxx Xxxxx
50 000 Xxxxxxxxxx Xxxxxx XX Minneapolis
51 1600-1660 Xxxxx 00 Xxxxx Xxxxx
00
52.01 377 & 000 Xxxxxxxxx Xxxxx Xxxxxxxx
52.02 0000 Xxxxxxxx Xxx Brentwood
53 000 Xxxxxxxx Xxxxxx Xxxxxx
54 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx
55 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx
56 000 Xxxxx Xxxxxxxx Xxxxxx Reno
57 0000-0000 Xxxxx Xxxxxx Santa Xxxxxx
58 0000 Xxxxxxxx Xxxxxx Xxxx Xxxx
59 00 Xxxxxxxx Xxxx Xxxx Xxxxxxxx
60 0000 Xxxxx Xxxxx Xxxxxxxxx Durham
61 0000-0000 Xxxxx Xxxxxx Xxxx Xxxxxx
62 0000 Xxxxxxx Xxxxxx Xxxx Bessemer
63 0000-0000 Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxx
64 00 Xxxxxx Xxxxx Xxxxxxxxxxxxx
65 0000 X. Xxxxxxxxx Xxxx Xxxx
66
66.01 000 Xxxxxxxx Xxxxx Xxxxxxxxx
66.02 0000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx
67 2551 and 0000 Xxxxxxx Xxxx Xxxxxxxx
00 0000 Xxxxxx Xxx Parkway Alameda
69 00 Xxxx Xxxxx Xxxxx Xxxxxxxxx
70 0000 Xxxxxxxxx Xxx Xxxxxxxxx
71 0000 Xxxxxxxxx Xxxx Chattanooga
72 000 X. Xxxx Xxxxxx & 000 Xxxxxxx Xxxxxx Pasadena
73 000 Xxxxxxxx Xxxxxx Xxx Xxxx
74 1000-1152 Sunset Road Xxxxxxxxx
75 0000 Xxxx Xxxxxxxx Xxxx Xxx Xxxxx
76 0000 Xxxx Xxxxxx Xxxx Xxx Xxxxx
77 0000 Xxxxxx Xxxxxx Xxxxxxx
78 00000 Xxxxxxxx Xxxx Xxxxx Xxxxxx
79 0000 Xxxxxxx Xxxx Xxxx
80 000 Xxxxxx 00 XX Xxxxxxxxx
81 0000 Xxxxxxxxx Xxxxxxxxx Xxxxx
82 8655 - 0000 Xxxx Xxxxx Xxxxxxxx
83 000 Xxxxx 00xx Xxxxxx Xxxxxxxxxxxx
84 88 Highland Crossing East Ellijay
85 3275, 3279, 3281 & 0000 Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxx
00 0000-0000 Xxxx Xxx to Xxx Xxxxxxxxx Xxxxx
00 0000 Xxxxxxx Xxxx Glenview
88 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxx Ranch
89 14835 East Xxxx Boulevard Fountain Hills
90 13203 North Enon Church Road Xxxxxxx
91 0000 Xxxxx Xxxxxx Xxxxxxx
92 1130 and 0000 Xxxxxxx Xxxxxxxxx Seaside
93 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx
94 5000 Blazer Memorial Parkway Xxxxxx
00 0000-0000 Xxxx Xxxxx Xxxx Xxxx Tracy
96 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxx
97 0000 Xxxx Xxxxxx Xxxx Xxx Xxxxx
98 2720 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx
00 00000 - 00000 Xxxxxxxx Xxxxx Xxxxxxxx
100 000 Xxxx Xxxxxx Xxxxxxxxxx
101 3949 & 0000 Xxxxxx Xxxx Xxxxxx Xxxx
102 6801 Lake Worth Road Lake Worth
103 9380 - 0000 Xxxxxx Xxxxxx and 00000 Xxxxxxx Xxxxxx Fountain Valley
104 00-00 Xxxxxxx Xxxx Xxxx Xxxx
105 1500 Sunday Drive Raleigh
106 0000 Xxxx Xxxxxxxxxxx Xxxx Xxxxxxx
107 62 & 000 Xxxxxxxx Xxxxxxx Castle Rock
108 225 Marketplace Connector Peachtree City
109 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx
110 31600-31700 West Thirteen Mile Road Farmington Hills
111 609, 615, 665 and 000 Xxxxxx Xxxx Xxxxx Xxxx
000 0000-0000 Xxxxxx Mill Road Atlanta
113 0000 Xxxxxx Xxxx Tamarac
114 0000 Xxxxxxxxxx Xxxx Xxxxxxx
115 00000 Xxxxx Xxxxxxxx Xxxxxx Oklahoma City
116 0000 Xxxxx Xxxxxx Xxxx Augusta
117 1360 Xxxxxxxxxx Highway Vestavia
118 0000 Xxxx Xxxxxx Xxxx Raleigh
119 0000 Xxxxx 00 Xxxx Xxxxx
000 XX Xxxxxxx 000 and Commonwealth Boulevard Martinsville
121 000 Xxxxx Xxxx Xxxxx Xxxxxxxxxxx
122 19731 Smoky Hill Road Centennial
123 5700 & 0000 Xxxx Xxxxx Xxxx Greenacres
124 000 Xxxxxxx Xxxx Xxxxxxxx Xxxx
125 0000 Xxxxxxxx Xxxxxxx Lexington
126 630, 670 and 000 Xxxxxx Xxxx Xxxxx Xxxx
127
127.01 000 Xxxx 0xx Xxxxxx Xxxx Xxxxx
127.02 0000 Xxxx 0xx Xxxxxx Xxxx Xxxxx
128 157 Xxxxxxxxxx Crossing Xxxxxx
129 1017 North Marketplace Xxxxxx Xxxx
000 00000 Xxxxx Xxxxxxx 75 Hailey
131 0000 Xxx Xxxxxxx Xxxx Xxxxx Xxxxxx
132 0000 Xxxx Xxxxxxxx Xxxxxxx
133 0000 Xxxxx Xxxx Xxxxxx Santa Xxxx
134 1244-1296 Xxxxxxxx Crossing Drive Lawrenceburg
135 0000-0000 Xxxxxxxxx Xxxxxxx @ W. Esplanade Metairie
136 0000 Xxxxxxxxx Xxxx Stockton
137 000 Xxxxx Xxxxxx Xxxxxxxxx Xxx Xxxxxxx
138 0000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxx
139 0000 Xxxxxxx Xxxxx Sun Prarie
140 0000 Xxxxx XxXxxxxx Xxxxxxxxx Xxxx
141 00000 Xxxxxx Xxxx Xxxxxxx
142 000 Xxxxxx Xxxx Xxxxx Xxxx
2-C
3-C
8-C
12-C
14-C
19-C
70-C
GCCFC 05-GG3 Zip Cut-off Date Monthly Debt
Loan ID County State Code Original Balance Balance Service
1 Xxxxx Xxxxx 00000 $251,000,000 $250,391,107.83 $1,261,361.78
2 Xxxxx Xxxxxx 00000 $237,000,000 $234,752,792.07 $2,235,161.95
0 Xxx Xxxx Xxx Xxxx 00000 $225,000,000 $225,000,000.00 $1,336,285.31
4 Xxxxxx Xxxxx 00000 $214,770,000 $214,770,000.00 $907,303.82
0 Xxx Xxxx Xxx Xxxx 00000 $181,500,000 $181,500,000.00 $772,887.50
6 Xxxxxxxxx Xxxxxxxx 00000 $155,000,000 $154,827,634.22 $813,699.81
7 Xxxxxxxx Xxxxxxx 00000 $135,000,000 $135,000,000.00 $579,437.50
8 Xxxx Xxxxxx 00000 $112,000,000 $112,000,000.00 $682,335.54
9 Xxxxxxxx Xxxxxx 00000 $100,000,000 $100,000,000.00 $575,656.40
10 $98,660,000 $98,660,000.00 $536,745.80
10.01 Xxxxxxx Xxxxxxx 00000
10.02 Xxxxxxx Xxxxxxx 00000
10.03 Xxxxxxx Xxxxxxx 00000
10.04 Xxxx Xxxxxxx 00000
10.05 Xxxxxxx Xxxxxxxxx 00000
10.06 Cape Xxxxxxxxx Xxxxxxxx 00000
10.07 Xxxxxxx Xxxxx Xxxxxxxx 00000
10.08 Xxxx Xxxxxxx 00000
10.09 Xxxxxxxx Xxxxxxxx 00000
11 Xxxxxxxxxxxx Xxxxxxxxxxxx 00000 $88,900,000 $88,900,000.00 $496,153.06
12 Xxxxxx Xxxxxxxxxx 00000 $76,000,000 $75,776,163.02 $490,411.26
13 Xxxxxxxxxxx Xxx Xxxx 00000 $75,000,000 $75,000,000.00 $492,436.57
00 Xxx Xxxx Xxx Xxxx 00000 $67,500,000 $67,500,000.00 $700,343.75
15 Xxxxxxxxx Xxxxxxxx 00000 $65,000,000 $65,000,000.00 $370,900.13
16 Xxxxx Xxxxx 00000 $64,000,000 $64,000,000.00 $394,569.47
17 Xxxxxx Xxxxxxxxxx 00000 $60,050,000 $60,050,000.00 $278,037.06
00 Xxx Xxxxxxx Xxxxx Xxxxxxxx 00000 $52,000,000 $52,000,000.00 $304,151.95
19 $48,200,000 $48,200,000.00 $312,816.54
19.01 Xxxxxx Xxxxxxxxxx 00000
19.02 Xxxxxx Xxxxxxxxxx 00000
19.03 Xxxxxx Xxxxxxxxxx 00000
20 Xxxxxx Xxxxxxx 00000 $48,000,000 $48,000,000.00 $250,680.14
21 Xxxxxxxx Xxxxxxxxx 00000 $36,000,000 $35,896,706.86 $218,926.77
22 Xxx Xxxxxxx Xxxxxxxxxx 00000 $35,700,000 $35,700,000.00 $199,576.20
00 Xxx Xxxxxxxxxx Xxxxxxxxxx 00000 $34,500,000 $34,500,000.00 $199,801.09
00 Xxxxxxx Xxxxxx 00000 $33,150,000 $33,150,000.00 $180,599.43
00 Xxxxx Xxxxx Xxxx Xxxxxxxx 00000 $30,750,000 $30,750,000.00 $142,375.35
26 Xxxxxx Xxx Xxxxxx 00000 $30,000,000 $30,000,000.00 $182,089.20
00 Xxxxxxxx xx Xxxxxxxx Xxxxxxxx xx Xxxxxxxx 00000 $28,000,000 $28,000,000.00 $169,226.25
28 Xxxx Xxxxxxxx 00000 $26,000,000 $25,679,805.13 $187,775.12
29 Xxxxxxxxxx Xxx Xxxxxx 00000 $23,800,000 $23,694,569.16 $145,386.31
00 Xxx Xxxxxx Xxxxxxxxxxx 00000 $22,000,000 $22,000,000.00 $130,490.03
31 Xxx Xxxxx Xxxxxxxxxx 00000 $21,200,000 $21,200,000.00 $121,037.16
32 Xxxxxx Xxxxxxxxxx 00000 $21,000,000 $21,000,000.00 $128,346.07
33 Xxxxxx Xxxxxxxxx 00000 $20,860,000 $20,679,031.01 $114,544.53
34 Xxxxxxxxx Xxxxxxxxxxx 00000 $20,250,000 $20,215,329.01 $119,928.80
35 $20,170,000 $20,170,000.00 $112,381.01
35.01 Xxxxxx Xxxxx 00000
35.02 Xxxxxx Xxxxx 00000
36 Xx. Xxxxx Xxxxxxxx 00000 $20,000,000 $19,877,689.35 $120,914.89
37 Xxx Xxxxxxx Xxxxxxxxxx 00000 $19,480,000 $19,480,000.00 $108,657.73
38 Xxxxx Xxxxxxxx 00000 $19,000,000 $19,000,000.00 $109,110.95
39 Xxx Xxxxxxx Xxxxxxxxxx 00000 $17,520,000 $17,520,000.00 $97,725.03
40 Xxxx Xxxxxxxx 00000 $17,400,000 $17,360,516.87 $118,575.62
41 Xxxxxx Xxxxxx 00000 $17,200,000 $17,144,612.00 $107,024.54
42 Xxxxxxx Xxxxxxxx 00000 $16,800,000 $16,800,000.00 $94,127.54
00 Xxxxxx Xxxxx 00000 $16,500,000 $16,472,187.03 $98,353.72
00 Xxxx Xxxxxxxxxx 00000 $15,675,000 $15,675,000.00 $88,627.57
45 Xxxxxxxx Xxxxxx 00000 $15,400,000 $15,400,000.00 $84,372.92
00 Xxxxxx Xxx Xxxx 00000 $15,000,000 $15,000,000.00 $86,443.19
47 $15,000,000 $14,985,090.50 $83,109.50
47.01 Xxxxx Xxxxxxx 00000
47.02 Xxxxxx Xxxxxxx 00000
47.03 Xxxxxx Xxxxxxx 00000
48 Xxxxxxxx Xxxxxxx 00000 $15,000,000 $14,937,314.07 $82,830.56
49 Xxxx Xxxxx Xxxxxxx 00000 $14,800,000 $14,800,000.00 $86,839.45
50 Xxxxxxxx Xxxxxxxxx 00000 $14,500,000 $14,406,706.35 $96,100.70
51 Xxxxxxx Xxx Xxxxxx 00000 $14,200,000 $14,200,000.00 $81,949.53
52 $14,000,000 $14,000,000.00 $85,291.94
52.01 Xxxxxxxxxx Xxxxxxxxx 00000
52.02 Xxxxxxxxxx Xxxxxxxxx 00000
53 Xxxxxxx Xxxxxxxxxxxxx 00000 $13,750,000 $13,689,093.11 $83,262.12
54 Xxx Xxxxx Xxxxxxxxxx 00000 $13,700,000 $13,631,695.90 $78,389.85
55 Xxxxxxx Xxxxxxx 00000 $13,500,000 $13,500,000.00 $77,075.55
56 Xxxxxx Xxxxxx 00000 $12,750,000 $12,750,000.00 $70,248.11
57 Xxx Xxxxxxx Xxxxxxxxxx 00000 $12,500,000 $12,454,689.81 $73,862.35
58 Xxxx Xxxxxxxxxxxx 00000 $12,000,000 $11,964,671.51 $68,685.31
59 Xxxxxxx Xxx Xxxx 00000 $11,750,000 $11,750,000.00 $67,084.28
60 Xxxxxx Xxxxx Xxxxxxxx 00000 $11,440,000 $11,440,000.00 $64,525.05
61 Xxxx Xxxxxxx 00000 $11,300,000 $11,300,000.00 $51,747.20
62 Xxxxxxxxx Xxxxxxx 00000 $11,200,000 $11,200,000.00 $63,101.35
63 Xxxxxxx Xxxxxxxx 00000 $11,200,000 $11,189,840.70 $64,650.41
00 Xxxxx Xxxxxxxxxxxx 00000 $10,320,000 $10,320,000.00 $57,564.05
65 Xxxxxxx Xxxxxxxx 00000 $10,050,000 $10,040,511.62 $56,999.76
66 $10,000,000 $10,000,000.00 $52,891.20
66.01 Xxxxxxxxx Xxxxxxxxxxx 00000
66.02 Xxxxxxxxx Xxxxxxxxxxx 00000
67 Xxxx Xxxxxxxx 00000 $9,800,000 $9,791,662.06 $58,127.38
68 Xxxxxxx Xxxxxxxxxx 00000 $9,500,000 $9,472,403.79 $54,729.35
69 Xxxxxxx Xxxxxxxxxx 00000 $9,000,000 $8,963,662.56 $57,833.18
70 Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000 $8,850,000 $8,850,000.00 $53,060.22
71 Xxxxxxxx Xxxxxxxxx 00000 $8,700,000 $8,700,000.00 $39,326.22
72 Xxx Xxxxxxx Xxxxxxxxxx 00000 $8,630,000 $8,630,000.00 $48,137.38
00 Xxxxx Xxxxx Xxxxxxxxxx 00000 $8,600,000 $8,589,215.82 $55,884.01
00 Xxxxx Xxxxxx 00000 $8,500,000 $8,500,000.00 $52,004.72
00 Xxxxx Xxxxxx 00000 $8,450,000 $8,450,000.00 $50,933.97
00 Xxxxx Xxxxxx 00000 $8,415,000 $8,415,000.00 $47,410.52
00 Xxxx Xxxxxxxxxx 00000 $8,200,000 $8,200,000.00 $35,334.03
78 Xxxxxxxxxx Xxxxx 00000 $8,100,000 $8,100,000.00 $45,838.56
79 Xxxxxx Xxxxxx 00000 $8,000,000 $7,978,405.89 $47,707.18
80 Xxxxxxxxx Xxxxx Xxxxxxxx 00000 $7,620,000 $7,620,000.00 $42,314.22
81 Xxxxxxxxxxxx Xxxxxxx 00000 $7,600,000 $7,564,410.61 $44,835.51
82 Xxxxxxxx Xxxx 00000 $7,500,000 $7,492,545.25 $41,554.75
83 Xxxxxxxxxxxx Xxxxxxxxxxxx 00000 $7,280,000 $7,280,000.00 $29,831.99
84 Xxxxxx Xxxxxxx 00000 $7,100,000 $7,100,000.00 $42,031.61
85 Xxxxxxx Xxx Xxxx 00000 $7,000,000 $7,000,000.00 $32,942.94
86 Xxxxxxxxxxxx Xxxxxxx 00000 $7,000,000 $7,000,000.00 $39,877.08
87 Xxxx Xxxxxxxx 00000 $6,800,000 $6,794,214.50 $40,333.28
88 Xxxxxxx Xxxxxxxx 00000 $6,750,000 $6,750,000.00 $37,190.18
89 Xxxxxxxx Xxxxxxx 00000 $6,650,000 $6,643,891.53 $38,176.25
90 Xxxxxxxxxxxx Xxxxxxxx 00000 $6,500,000 $6,500,000.00 $37,602.55
91 Xxxx Xxxxxxxx 00000 $6,446,000 $6,446,000.00 $40,534.20
92 Xxxxxxxx Xxxxxxxxxx 00000 $6,342,000 $6,342,000.00 $36,168.50
00 Xxxx Xxxxxxxxxx 00000 $6,225,000 $6,207,358.40 $36,287.87
94 Xxxxxxxx Xxxx 00000 $6,120,000 $6,096,114.92 $34,940.92
00 Xxx Xxxxxxx Xxxxxxxxxx 00000 $6,000,000 $6,000,000.00 $33,654.41
96 Xxxx Xxxxx Xxxxxxx 00000 $5,900,000 $5,872,371.39 $34,806.52
00 Xxxxx Xxxxxx 00000 $5,800,000 $5,800,000.00 $32,677.48
98 Xxxxxx Xxxxxxxxxx 00000 $5,700,000 $5,700,000.00 $33,991.36
99 Xxxx Xxxx Xxxxx 00000 $5,650,000 $5,618,061.30 $33,090.41
000 Xxxxxxxxxx Xxxxxxx 00000 $5,600,000 $5,600,000.00 $33,118.96
000 Xxx Xxxxx Xxxxxxxxxx 00000 $5,600,000 $5,600,000.00 $30,681.06
102 Xxxx Xxxxx Xxxxxxx 00000 $5,500,000 $5,471,034.62 $30,610.10
000 Xxxxxx Xxxxxxxxxx 00000 $5,185,000 $5,130,916.57 $42,586.21
000 Xxxxx Xxxxx Xxxxxxx 00000 $5,050,000 $5,039,643.81 $27,605.45
000 Xxxx Xxxxx Xxxxxxxx 00000 $5,000,000 $4,992,186.40 $28,996.93
000 Xxxxxxxx Xxxxxxx 00000 $4,900,000 $4,881,052.62 $28,098.98
000 Xxxxxxx Xxxxxxxx 00000 $4,850,000 $4,850,000.00 $26,721.83
000 Xxxxxxx Xxxxxxx 00000 $4,750,000 $4,741,009.68 $26,940.18
000 Xx Xxxx Xxxxxxxx 00000 $4,700,000 $4,695,098.98 $25,460.91
110 Xxxxxxx Xxxxxxxx 00000 $4,700,000 $4,673,474.18 $27,547.47
000 Xxxxxx Xxxxxx 00000 $4,600,000 $4,584,050.90 $27,727.37
112 Xxxxxx Xxxxxxx 00000 $4,500,000 $4,477,959.31 $25,975.61
000 Xxxxxxx Xxxxxxx 00000 $4,000,000 $4,000,000.00 $23,904.92
000 Xxxxxx Xxxxx 00000 $4,000,000 $4,000,000.00 $22,386.38
000 Xxxxxxxx Xxxxxxxx 00000 $4,000,000 $3,988,651.00 $23,304.81
000 Xxxxxxxx Xxxxxxx 00000 $3,920,000 $3,920,000.00 $21,938.66
000 Xxxxxxxxx Xxxxxxx 00000 $3,850,000 $3,838,920.35 $22,279.59
000 Xxxx Xxxxx Xxxxxxxx 00000 $3,800,000 $3,800,000.00 $19,745.49
000 Xxxx Xxxxxxxx 00000 $3,750,000 $3,750,000.00 $17,362.85
120 Xxxxxxxxxxxx Xxxx Xxxxxxxx 00000 $3,575,000 $3,575,000.00 $20,523.32
000 Xxxxx Xxxxxxx 00000 $3,550,000 $3,536,754.86 $20,701.05
000 Xxxxxxxx Xxxxxxxx 00000 $3,500,000 $3,500,000.00 $19,283.80
123 Xxxx Xxxxx Xxxxxxx 00000 $3,450,000 $3,431,830.81 $19,200.88
000 Xxxxxx Xxxxx Xxxxxxxxxx 00000 $3,400,000 $3,397,088.41 $20,112.28
125 Xxxxxxx Xxxxxxxx 00000 $3,050,000 $3,040,871.46 $17,317.56
000 Xxxxxx Xxxxxx 00000 $3,000,000 $2,986,578.72 $18,083.07
127 $2,900,000 $2,897,463.50 $17,002.91
127.01 Xxx Xxxxxxx Xxxxxxxxxx 00000
127.02 Xxx Xxxxxxx Xxxxxxxxxx 00000
128 Xxxxxxxxxx Xxxxx Xxxxxxxx 00000 $2,880,000 $2,880,000.00 $17,304.11
000 Xxxxxx Xxxxxxxx 00000 $2,770,000 $2,720,901.58 $22,559.78
000 Xxxxxx Xxxxx 00000 $2,700,000 $2,682,156.89 $17,644.54
131 Xxxxxxx Xxxxxxxx 00000 $2,600,000 $2,600,000.00 $14,893.28
000 Xxx Xxxxxxxxxx Xxxxxxxxxx 00000 $2,600,000 $2,592,732.77 $15,255.58
000 Xxxxxx Xxxxxxxxxx 00000 $2,598,000 $2,586,800.55 $15,928.81
000 Xxxxxxxx Xxxxxxxx 00000 $2,550,000 $2,544,919.26 $14,128.61
000 Xxxxxxxxx Xxxxxxxxx 00000 $2,500,000 $2,495,174.08 $14,053.88
000 Xxx Xxxxxxx Xxxxxxxxxx 00000 $2,200,000 $2,191,433.69 $12,574.30
000 Xxx Xxxxxxx Xxxxxxxxxx 00000 $2,025,000 $2,015,158.82 $11,733.87
000 Xxxxxx Xxxxx 00000 $2,000,000 $1,991,921.16 $12,621.64
000 Xxxx Xxxxxxxxx 00000 $1,850,000 $1,850,000.00 $10,937.54
000 Xxxxxx Xxxxxx 00000 $1,425,000 $1,419,034.82 $8,852.90
000 Xxxxxx Xxxxx 00000 $1,125,000 $1,120,740.09 $6,515.25
000 Xxxxxx Xxxxxx 00000 $1,125,000 $1,119,978.60 $6,788.40
2-C $190,000,000 $188,198,440.84 $2,235,161.95
3-C $15,000,000 $15,000,000.00 $1,336,285.31
8-C $8,000,000 $8,000,000.00 $682,335.54
12-C $12,000,000 $11,964,657.32 $490,411.26
14-C $82,500,000 $82,500,000.00 $700,343.75
19-C $48,200,000 $48,200,000.00 $312,816.54
70-C $8,850,000 $8,850,000.00 $53,060.22
Stated Remaining
Original Remaining Original Original Interest Remaining
Gross Term to Term to Interest Amortization Only Amortization
GCCFC 05-GG3 Interest Maturity Maturity Only Term Term Period Term
Loan ID Rate Seasoning (mos.) (mos.) (mos.) (mos.) (mos.) (mos.)
1 4.4300% 2 61 59 0 360 0 358
2 4.7800% 8 59 51 0 360 0 352
3 5.9120% 0 120 120 36 360 36 360
4 5.0000% 0 00 00 00 XX 00 XX
0 5.0400% 0 00 00 00 XX 00 XX
0 4.8050% 1 60 59 0 360 0 359
7 5.0800% 0 00 00 00 XX 00 XX
0 6.1500% 4 120 116 59 360 55 360
9 5.6250% 2 120 118 47 360 45 360
10 6.4390% 2 60 58 60 NA 58 NA
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
11 5.3450% 3 84 81 48 360 45 360
12 6.7000% 4 120 116 0 360 0 356
13 6.2000% 0 120 120 0 300 0 300
14 5.5260% 2 120 118 120 XX 000 XX
00 5.5450% 2 120 118 24 360 22 360
16 5.8800% 4 120 116 59 324 55 324
17 5.4800% 0 00 00 00 XX 00 XX
00 5.7710% 1 120 119 12 360 11 360
19 6.7560% 6 84 78 24 360 18 360
19.01
19.02
19.03
20 4.7600% 3 60 57 24 360 21 360
21 5.4000% 2 120 118 0 300 0 298
22 5.3600% 2 120 118 7 360 5 360
23 5.6800% 4 120 116 36 360 32 360
24 5.1300% 1 84 83 48 360 47 360
25 5.4800% 0 00 00 00 XX 00 XX
00 6.1150% 1 120 119 24 360 23 360
27 6.0750% 5 120 115 60 360 55 360
28 6.1000% 6 240 234 0 240 0 234
29 5.4460% 3 84 81 0 300 0 297
30 5.9000% 5 120 115 12 360 7 360
31 5.5500% 4 120 116 24 360 20 360
32 6.1800% 2 120 118 24 360 22 360
33 5.2000% 8 120 112 0 360 0 352
34 5.8860% 2 120 118 0 360 0 358
35 5.3300% 2 120 118 24 360 22 360
35.01
35.02
36 6.0780% 7 84 77 0 360 0 353
37 5.3400% 2 120 118 24 360 22 360
38 5.6030% 1 60 59 24 360 23 360
39 5.3400% 2 120 118 24 360 22 360
40 6.6000% 2 120 118 0 300 0 298
41 6.3500% 4 120 116 0 360 0 356
42 5.3800% 1 120 119 24 360 23 360
43 5.9460% 2 84 82 0 360 0 358
44 5.4620% 2 84 82 24 360 22 360
45 5.1800% 0 120 120 24 360 24 360
46 5.6350% 5 120 115 23 360 18 360
47 5.2800% 1 120 119 0 360 0 359
47.01
47.02
47.03
48 5.2500% 4 120 116 0 360 0 356
49 5.8000% 0 120 120 0 360 0 360
50 6.3000% 5 60 55 0 300 0 295
51 5.6480% 3 120 117 12 360 9 360
52 6.1500% 2 120 118 24 360 22 360
52.01
52.02
53 6.0930% 5 84 79 0 360 0 355
54 5.5700% 5 96 91 0 360 0 355
55 5.5500% 4 120 116 12 360 8 360
56 5.2300% 3 84 81 24 360 21 360
57 5.8650% 4 120 116 0 360 0 356
58 5.5730% 3 120 117 0 360 0 357
59 5.5500% 4 120 116 18 360 14 360
60 5.4400% 3 120 117 12 360 9 360
61 5.4200% 0 00 00 00 XX 00 XX
00 5.4300% 3 120 117 12 360 9 360
63 5.6500% 1 120 119 0 360 0 359
64 5.3400% 2 120 118 24 360 22 360
65 5.4900% 1 120 119 0 360 0 359
66 6.2600% 7 60 53 60 NA 53 NA
66.01
66.02
67 5.9000% 1 120 119 0 360 0 359
68 5.6320% 3 84 81 0 360 0 357
69 5.9720% 3 120 117 0 300 0 297
70 6.0000% 6 120 114 12 360 6 360
71 5.3500% 0 00 00 00 XX 00 XX
00 5.3400% 1 120 119 24 360 23 360
73 6.0900% 1 120 119 0 300 0 299
74 6.1900% 7 120 113 60 360 53 360
75 6.0500% 5 84 79 48 360 43 360
76 5.4300% 3 120 117 24 360 21 360
77 5.1000% 0 00 00 00 XX 00 XX
00 5.4700% 5 96 91 60 360 55 360
79 5.9500% 3 120 117 0 360 0 357
80 5.3000% 1 120 119 24 360 23 360
81 5.8500% 5 120 115 0 360 0 355
82 5.2800% 1 120 119 0 360 0 359
83 4.8500% 0 00 00 00 XX 00 XX
00 5.6300% 1 120 119 12 336 11 336
85 5.5700% 0 00 00 00 XX 00 XX
00 5.5300% 2 120 118 12 360 10 360
87 5.9000% 1 120 119 0 360 0 359
88 5.2300% 2 120 118 24 360 22 360
89 5.6000% 1 120 119 0 360 0 359
90 5.6700% 8 120 112 18 360 10 360
91 6.3400% 2 84 82 12 348 10 348
92 5.5400% 0 120 120 0 360 0 360
93 5.7400% 3 120 117 0 360 0 357
94 5.5500% 4 120 116 0 360 0 356
95 5.3900% 1 120 119 24 360 23 360
96 5.8500% 5 84 79 0 360 0 355
97 5.4300% 3 120 117 24 360 21 360
98 5.9500% 5 84 79 24 360 19 360
99 5.7830% 6 120 114 0 360 0 354
100 5.8730% 4 120 116 24 360 20 360
101 5.1800% 2 60 58 24 360 22 360
102 5.3200% 5 60 55 0 360 0 355
103 5.5800% 3 180 177 0 180 0 177
104 5.1600% 2 120 118 0 360 0 358
105 4.9200% 1 120 119 0 300 0 299
106 5.5900% 4 120 116 0 360 0 356
107 5.2300% 2 120 118 24 360 22 360
108 5.4900% 2 120 118 0 360 0 358
109 5.0800% 1 120 119 0 360 0 359
110 5.7900% 6 120 114 0 360 0 354
111 6.0500% 4 120 116 0 360 0 356
112 5.6500% 5 120 115 0 360 0 355
113 5.9700% 5 120 115 36 360 31 360
114 5.3700% 1 120 119 12 360 11 360
115 5.7350% 3 120 117 0 360 0 357
116 5.3700% 1 120 119 24 360 23 360
117 5.6730% 3 120 117 0 360 0 357
118 6.1500% 7 60 53 60 NA 53 NA
119 5.4800% 5 60 55 60 NA 55 NA
120 5.6000% 5 120 115 24 360 19 360
121 5.7430% 4 120 116 0 360 0 356
122 5.2300% 2 120 118 24 360 22 360
123 5.3200% 5 60 55 0 360 0 355
124 5.8750% 1 120 119 0 360 0 359
125 5.5000% 3 120 117 0 360 0 357
126 6.0500% 5 120 115 0 360 0 355
127 5.7930% 1 120 119 0 360 0 359
127.01
127.02
128 6.0200% 6 120 114 12 360 6 360
129 5.4500% 5 180 175 0 180 0 175
130 6.1500% 5 120 115 0 300 0 295
131 5.5800% 5 120 115 24 360 19 360
132 5.8000% 3 120 117 0 360 0 357
133 6.2100% 5 120 115 0 360 0 355
134 5.2800% 2 120 118 0 360 0 358
135 5.4100% 2 120 118 0 360 0 358
136 5.5600% 4 120 116 0 360 0 356
137 5.6850% 5 120 115 0 360 0 355
138 6.4850% 5 120 115 0 360 0 355
139 5.8700% 4 120 116 12 360 8 360
140 6.3350% 5 120 115 0 360 0 355
141 5.6800% 4 120 116 0 360 0 356
142 6.0600% 5 120 115 0 360 0 355
2-C 4.7800% 8 59 51 0 360 0 352
3-C 5.9120% 0 120 120 36 360 36 360
8-C 6.1500% 4 120 116 59 360 55 360
12-C 6.7000% 4 120 116 0 360 0 356
14-C 5.5260% 2 120 118 120 NA 118 NA
19-C 6.7560% 6 84 78 24 360 18 360
70-C 6.0000% 6 120 114 12 360 6 360
Interest
Accrual
Method Administrative Master Primary
GCCFC 05-GG3 (Actual/360 or Fee Servicing Servicing Ownership Interest
Loan ID 30/360) Rate Fee Fee (Fee/Leasehold)
1 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
2 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold
3 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
4 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
5 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
6 Actual/360 0.0206% 0.0100% 0.0100% Leasehold
7 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
8 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
9 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
10 Actual/360 0.0206% 0.0100% 0.0100%
10.01 Fee Simple
10.02 Fee Simple
10.03 Fee Simple
10.04 Fee Simple
10.05 Fee Simple
10.06 Fee Simple
10.07 Fee Simple
10.08 Fee Simple
10.09 Fee Simple
11 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
12 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
13 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold
14 Actual/360 0.0406% 0.0100% 0.0300% Fee Simple
15 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
16 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
17 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
18 Actual/360 0.0506% 0.0100% 0.0400% Fee Simple
19 Actual/360 0.0206% 0.0100% 0.0100%
19.01 Fee Simple
19.02 Fee Simple / Leasehold
19.03 Leasehold
20 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
21 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
22 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
23 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
24 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
25 Actual/360 0.0806% 0.0100% 0.0700% Fee Simple / Leasehold
26 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
27 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple
28 Actual/360 0.0906% 0.0100% 0.0800% Fee Simple
29 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold
30 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
31 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
32 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
33 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
34 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
35 Actual/360 0.0206% 0.0100% 0.0100%
35.01 Fee Simple
35.02 Fee Simple
36 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple
37 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
38 Actual/360 0.0206% 0.0100% 0.0100% Leasehold
39 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
40 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
41 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
42 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
43 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold
44 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
45 Actual/360 0.0206% 0.0100% 0.0100% Leasehold
46 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
47 Actual/360 0.0506% 0.0100% 0.0400%
47.01 Fee Simple
47.02 Fee Simple
47.03 Fee Simple
48 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
49 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
50 Actual/360 0.0206% 0.0100% 0.0100% Leasehold
51 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
52 Actual/360 0.0206% 0.0100% 0.0100%
52.01 Fee Simple
52.02 Fee Simple
53 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
54 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
55 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
56 Actual/360 0.0906% 0.0100% 0.0800% Fee Simple
57 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
58 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
59 Actual/360 0.0806% 0.0100% 0.0700% Fee Simple
60 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
61 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
62 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
63 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
64 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
65 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
66 Actual/360 0.0206% 0.0100% 0.0100%
66.01 Fee Simple
66.02 Fee Simple
67 Actual/360 0.0806% 0.0100% 0.0700% Fee Simple
68 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
69 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
70 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
71 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
72 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
73 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
74 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
75 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
76 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
77 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
78 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
79 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
80 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
81 Actual/360 0.0806% 0.0100% 0.0700% Fee Simple
82 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
83 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
84 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple
85 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
86 Actual/360 0.0806% 0.0100% 0.0700% Fee Simple
87 Actual/360 0.0806% 0.0100% 0.0700% Fee Simple
88 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple
89 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
90 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple
91 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
92 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
93 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
94 Actual/360 0.0906% 0.0100% 0.0800% Fee Simple
95 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
96 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
97 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
98 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
99 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
100 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
101 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
102 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
103 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
104 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
105 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
106 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
107 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple
108 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
109 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
110 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
111 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
112 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
113 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
114 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
115 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
116 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
117 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
118 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
119 Actual/360 0.0906% 0.0100% 0.0800% Fee Simple
120 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
121 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
122 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple
123 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
124 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
125 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold
126 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
127 Actual/360 0.0206% 0.0100% 0.0100%
127.01 Fee Simple
127.02 Fee Simple
128 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
129 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
130 Actual/360 0.0906% 0.0100% 0.0800% Fee Simple
131 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple
132 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
133 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
134 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
135 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
136 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
137 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
138 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
139 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
140 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
141 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
142 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
2-C Actual/360 0.0100% 0.0000% 0.0100%
3-C Actual/360 0.0100% 0.0000% 0.0100%
8-C Actual/360 0.0100% 0.0000% 0.0100%
12-C Actual/360 0.0100% 0.0000% 0.0100%
14-C Actual/360 0.0300% 0.0000% 0.0300%
19-C Actual/360 0.0100% 0.0000% 0.0100%
70-C Actual/360 0.0000% 0.0000% 0.0000%
GCCFC 05-GG3 Crossed With Other
Loan ID Mortgage Loan Seller Originator Prepayment Type Loans (Crossed Group)
1 GSMC/Commerzbank Archon/Commerzbank Lockout/26_Defeasance/28_0%/7 NAP
2 GSMC/Commerzbank Archon Lockout/32_Defeasance/22_0%/5 NAP
3 GCFP GCFP Lockout/23_Defeasance/93_O%/4 NAP
4 GSMC Archon Lockout/26_>YM or 1% or Defeasance/53_0%/4 NAP
5 GSMC Archon Lockout/25_Defeasance/31_0%/4 NAP
6 GSMC/Commerzbank Archon/Commerzbank Lockout/25_Defeasance/28_0%/7 NAP
7 GSMC Archon Lockout/26_>YM or 2%/21_>YM or 1%/9_0%/4 NAP
8 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
9 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
10 GCFP GCFP Lockout/26_Defeasance/31_0%/3 NAP
10.01 NAP
10.02 NAP
10.03 NAP
10.04 NAP
10.05 NAP
10.06 NAP
10.07 NAP
10.08 NAP
10.09 NAP
11 GCFP GCFP Lockout/27_Defeasance/54_0%/3 NAP
12 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
13 GSMC Archon Lockout/24_Defeasance/92_0%/4 NAP
14 GCFP Xxxxxx Xxxxxxx Lockout/26_Defeasance/90_0%/4 NAP
15 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
16 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
17 GCFP GCFP Lockout/27_Defeasance/53_0%/4 NAP
18 GCFP GCFP Lockout/25_Defeasance/90_O%/5 NAP
19 GCFP GCFP Lockout/30_Defeasance/51_0%/3 NAP
19.01 NAP
19.02 NAP
19.03 NAP
20 GSMC Archon Lockout/27_Defeasance/29_0%/4 NAP
21 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
22 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
23 GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP
24 GCFP GCFP Lockout/25_Defeasance/55_0%/4 NAP
25 GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP
26 GCFP GCFP Lockout/25_Defeasance/93_0%/2 NAP
27 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
28 GSMC Archon Lockout/30_Defeasance/185_0%/25 NAP
29 GCFP GCFP Lockout/27_Defeasance/53_0%/4 NAP
30 GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP
31 GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP
32 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
33 GCFP GCFP Lockout/32_Defeasance/84_0%/4 NAP
34 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
35 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
35.01 NAP
35.02 NAP
36 GCFP GCFP Lockout/31_Defeasance/49_0%/4 NAP
37 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
38 GCFP GCFP Lockout/25_Defeasance/31_0%/4 NAP
39 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
40 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
41 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
42 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
43 GCFP GCFP Lockout/26_Defeasance/51_0%/7 NAP
44 GCFP GCFP Lockout/26_Defeasance/51_0%/7 NAP
45 GSMC Archon Lockout/24_Defeasance/92_0%/4 NAP
46 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
47 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
47.01 NAP
47.02 NAP
47.03 NAP
48 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
49 GCFP GCFP Lockout/24_Defeasance/92_0%/4 NAP
50 GCFP GCFP Lockout/29_Defeasance/27_0%/4 NAP
51 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP
52 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
52.01 NAP
52.02 NAP
53 GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP
54 GCFP GCFP Lockout/29_Defeasance/63_0%/4 NAP
55 GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP
56 GSMC Archon Lockout/27_Defeasance/52_0%/5 NAP
57 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
58 GCFP GCFP Lockout/27_Defeasance/86_0%/7 NAP
59 GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP
60 GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP
61 GSMC Archon Lockout/28_Defeasance/28_0%/4 NAP
62 GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP
63 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
64 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
65 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
66 GCFP GCFP Lockout/31_Defeasance/25_0%/4 NAP
66.01 NAP
66.02 NAP
67 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
68 GCFP GCFP Lockout/27_Defeasance/54_0%/3 NAP
69 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP
70 GSMC Archon Lockout/30_Defeasance/86_0%/4 NAP
71 GSMC Archon Lockout/25_Defeasance/31_0%/4 NAP
72 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
73 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
74 GSMC Archon Lockout/31_Defeasance/85_0%/4 NAP
75 GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP
76 GSMC Archon Lockout/27_>YM or 1%/89_0%/4 NAP
77 GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP
78 GSMC Archon Lockout/29_>YM or 1% or Defeasance/63_0%/4 NAP
79 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
80 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
81 GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP
82 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
83 GSMC Archon Lockout/27_Defeasance/29_0%/4 NAP
84 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
85 GSMC Archon Lockout/30_Defeasance/26_0%/4 NAP
86 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
87 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
88 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
89 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
90 GSMC Archon Lockout/32_Defeasance/84_0%/4 NAP
91 GCFP GCFP Lockout/26_Defeasance/54_0%/4 NAP
92 GCFP GCFP Lockout/58_> YM or 1%/58_0%/4 NAP
93 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
94 GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP
95 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
96 GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP
97 GSMC Archon Lockout/27_>YM or 1%/89_0%/4 NAP
98 GSMC Archon Lockout/29_Defeasance/51_0%/4 NAP
99 GCFP GCFP Lockout/30_Defeasance/86_0%/4 NAP
100 GCFP GCFP Lockout/41_YM+1%/75_0%/4 NAP
101 GSMC Archon Lockout/26_Defeasance/30_0%/4 NAP
102 GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP
103 GSMC Archon Lockout/27_Defeasance/149_0%/4 NAP
104 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
105 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
106 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
107 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
108 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
109 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
110 GSMC Archon Lockout/30_Defeasance/86_0%/4 NAP
111 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
112 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
113 GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP
114 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
115 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP
116 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
117 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP
118 GCFP GCFP Lockout/31_Defeasance/25_0%/4 NAP
119 GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP
120 GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP
121 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
122 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
123 GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP
124 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
125 GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP
126 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
127 GCFP GCFP Lockout/25_Defeasance/92_0%/3 NAP
127.01 NAP
127.02 NAP
128 GSMC Archon Lockout/30_Defeasance/86_0%/4 NAP
129 GSMC Archon Lockout/29_>YM or 1%/147_0%/4 NAP
130 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
131 GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP
132 GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP
133 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
134 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
135 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
136 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
137 GCFP GCFP Lockout/29_Defeasance/86_0%/5 NAP
138 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
139 GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP
140 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
141 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
142 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
2-C
3-C
8-C
12-C
14-C
19-C
70-C
GCCFC 05-GG3
Loan ID Control_Number Loan ID Loan Name Borrower Name
1 00-1001130 00-1001130 North Star Mall NS Mall Property LP
2 09-1001118 09-1001118 Grand Canal Shoppes at the
Venetian Grand Canal Shops II, LLC
3 04-0773 04-0773 1440 Broadway 1440 Partners, LLC
4 00-1001129 00-1001129 The Crescent Crescent TC Investors, L.P.
5 00-1001131 00-1001131 000 Xxxxxxx Xxxxxx 000 Xxxxxxx, LLC
6 00-1001132 00-1001132 Mall St. Xxxxxxxx MSM Property L.L.C.
7 09-0002005 09-0002005 Westin Kierland The Kierland Resort Company, LLC
8 04-0662 04-0662 Shops at Wailea The Shops at Wailea, LP
9 04-0975 04-0975 Waikiki Galleria Waikiki Galleria Tower, LP; GPF Waikiki Galleria,
LLC; Waikiki Galleria Tower Manager, LLC
------------------------------------------------------------------------------------------------------------------------------------
10 04-1136 04-1136 Place Properties Portfolio Cape Place (DE), LLC; Clemson Place (DE), LLC;
Jacksonville Place (DE), LLC; Macon Place (DE),
LLC; Xxxxxx Place (DE), LLC; Xxxxxx Place (DE),
LLC; River Place (DE), LLC; Xxxxxxx Place (DE),
LLC; Xxxx Place (DE), LLC
10.01 04-1136 00-0000 Xxxxxxx Xxxxx
10.02 04-1136 00-0000 Xxxxx Xxxxx
10.03 04-1136 00-0000 Xxxxxxxxxxxx Xxxxx
10.04 04-1136 00-0000 Xxxx Xxxxx
10.05 04-1136 00-0000 Xxxxxx Xxxxx
10.06 04-1136 00-0000 Xxxx Xxxxx
10.07 04-1136 00-0000 Xxxxxxx Xxxxx
10.08 04-1136 00-0000 Xxxxx Xxxxx
10.09 04-1136 00-0000 Xxxxxx Xxxxx
------------------------------------------------------------------------------------------------------------------------------------
11 04-1007 04-1007 0000 Xxxxxx Xxxxxx XX-Xxxxxx Xxxxxx Limited Partnership
12 04-0140 04-0140 0000 Xxxx Xxxxxx 0000 Xxxx, LLC
13 00-1001133 00-1001133 Doral Arrowwood Hotel DCCA, LLC
14 04-1247 04-1247 1370 Avenue of the Americas NorLand 1370, LLC; 1370 Campus, LLC; Interstate
1370, LLC; Interbroad 1370, LLC; Intervine 1370,
LLC; 1370 Operating Lessee, LLC
15 04-1228 04-1228 One South Street Commerce Place Associates, LLC
16 04-0744 00-0000 Xxxxx Xxxx Xxxx SP San Antonio Partnership, L.P.
17 04-0449 04-0449 Village at Orange Passco TVO-S, LLC; Passco TVO-H, LLC; Passco
Diversified Fund II TVO, LLC; Various Non-Passco
TICs
18 04-0826 04-0826 Mayfaire Town Center Mayfaire Retail, LLC
------------------------------------------------------------------------------------------------------------------------------------
19 04-0829 04-0829 Xxxxxxxx/Charlesbank Office
Portfolio Xxxxxxxx Xxxxxxxx Investors, LLC
19.01 04-0829 04-0829 Park Tower
19.02 04-0829 04-0829 000 Xxxxx Xxxxxx Xxxxx
19.03 04-0829 04-0829 Transit Tower
------------------------------------------------------------------------------------------------------------------------------------
20 09-0001999 09-0001999 Atlanta Decorative Arts Center ADAC, L.P.
21 04-1347 04-1347 Hilton Nashville Downtown Nashville Downtown Hotel, LLC
22 04-1143 04-1143 3100 Xxxxxxxx 3100 Partners, LLC
23 09-0001980 09-0001980 Lake Arrowhead Village Lake Arrowhead Village LLC, Lake Arrowhead
Investors LLC, Lake Arrowhead L&S LLC, Lake
Arrowhead Laguna LLC and Lake Arrowhead
Scardigli LLC
24 04-1435 04-1435 Olathe Station
25 09-0001968 09-0001968 One Financial Xxxxx XXX Xxx Xxxxxxxxx Xxxxx 0, XXX, XXX One Financial
Plaza 2, LLC, NNN One Financial Plaza 3, LLC and
GREIT - One Financial Plaza, LLC
26 04-0917 04-0917 Executive Campus NJ Fee Owner LLC
27 04-0551 04-0551 0000 X Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx Building H, LLC; TIC
Colorado Building 2, LLC; TIC Colorado Building
3, LLC; TIC Colorado Building 4, LLC; TIC
Colorado Building 5, LLC; TIC Colorado Building
6, LLC; TIC Colorado Building 7, LLC; TIC
Colorado Building 8, LLC; TIC Colorado Building
10, LLC
28 09-0001954 09-0001954 FAA Building X'Xxxx Lake 2300-A, LLC
29 04-1086 04-1086 Hyatt Regency Albuquerque GEM Lobos, LLC
30 09-0001950 09-0001950 Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx, LLC
31 09-0001974 09-0001974 Champions of the West Tower Xxxxxx Valley Investors I, LLC, Xxxxxx Valley
Investors II, LLC and El Camino Tower II, LLC
32 04-1059 04-1059 Irvine Technology Center-I Irvine Technology Operating Company I LLC
33 04-0276 04-0276 0000 Xxxxxxxxx Xxxx Xxxxxxxxxx UIS Funding, LLC
34 04-1229 04-1229 Xxx Farm Corporate Center Danbury Prime Property LLC
------------------------------------------------------------------------------------------------------------------------------------
35 04-1085 04-1085 Xxxxx Pointe/Arapahoe Village
Portfolio Xxxxx Dunhill Holdings Ltd.; Arapaho Dunhill
Holdings, Ltd.
35.01 04-1085 04-1085 Xxxxx Pointe
35.02 04-1085 04-1085 Arapaho Village
------------------------------------------------------------------------------------------------------------------------------------
36 03-0873 03-0873 St Louis Place Behringer Harvard St. Louis Place H, LLC;
Behringer Harvard St. Louis Place S, LLC; TIC St.
Louis Place 1, LLC; TIC St. Louis Place 2, LLC;
TIC St. Louis Place 3, LLC; TIC St. Louis Place
4, LLC; TIC St. Louis Place 5, LLC; TIC St. Louis
Place 6, LLC; TIC St. Louis Place
7, LLC; TIC St. Louis Place 8, LLC; TIC St.
Louis Place 9, LLC; TIC St. Louis Place 10, LLC;
TIC Xx. Xxxxx Xxxxx 00; TIC St. Louis Place 13,
LLC; TIC Xx. Xxxxx Xxxxx 00, LLC
37 04-1158 04-1158 Portofino Plaza Mani Brothers Portofino Plaza, LLC
38 04-0904 04-0904 000 Xxxx 00xx Xxxxxx ARI - North Valley Tech Center, LLC and up to 34
additional Tenant In Common Borrowers
39 04-1157 04-1157 Piazza Del Sol Mani Brothers Piazza del Sol, LLC
40 04-0787 04-0787 Hotel Xxxxxxx Xxxxx Xxxxxx Hotel, LLC
41 04-0862 04-0862 Magnolia Village Magnolia Village LLC
42 09-0002018 09-0002018 0000 Xxxxxxx Xxxx Xxxxxxx Xxxx LLC
43 04-0948 04-0948 Capitol Center 000 Xxxxxxxx Xxxxxx LLC
44 04-0809 04-0809 Seattle Tower Seattle Landmark LLC
45 09-0002020 09-0002020 Marketplace at Kapolei Kapolei Marketplace LLC and Kapolei-57, LLC
46 04-0945 04-0945 New Loudon Center Acadia New Loudon, LLC
------------------------------------------------------------------------------------------------------------------------------------
47 09-0002006 09-0002006 X.X. Xxxxx Retail Portfolio LaPlace Indiana, LLC
47.01 09-0002006C 09-0002006C Clarksville Commons
47.02 09-0002006B 09-0002006B Xxxx Xxxxxxxxxx Xxxxxx
47.03 09-0002006A 09-0002006A U.S. 31 South
------------------------------------------------------------------------------------------------------------------------------------
48 04-0522 04-0522 North Mountain Village Apartments YF Partners North Mountain LLC
49 04-1290 00-0000 Xxxxxxxx Xxxxx Office 3111 S. Xxxxx Highway, LLC
50 04-0889 04-0889 Radisson Metrodome University Inn Property, LLC
51 04-0778 04-0778 Waynechester Plaza Waynechester Plaza, LLC
------------------------------------------------------------------------------------------------------------------------------------
52 04-0747 04-0747 Xxxx Portfolio Lin-Don Realty Associates, L.P. (EP); Mari Don
Realty, LTD.
52.01 04-0747 04-0747 Energy Park I & II
52.02 04-0747 00-0000 Xxxxxxxx Xxx
------------------------------------------------------------------------------------------------------------------------------------
53 04-0731 04-0731 000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx, LLC
54 04-0857 04-0857 The Plaza at Encinitas Ranch Encinitas Plaza, LLC
55 09-0001973 09-0001973 University Plaza University Drive Properties, LLC
56 09-0001985 09-0001985 Xxxxx Fargo Building Christiana Investments, LLC
57 04-0794 04-0794 Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx - Xxxxx Xxxxxx L.P.
58 04-0311 00-0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Realty Limited Partnership
59 09-0001951 09-0001951 00 Xxxxxxxx Xxxx 00 MPR, LLC
60 09-0001981 09-0001981 Village Shopping Center Village Realty, LLC
61 09-0001953 09-0001953 Xxxxx Adobes Plaza Xxxxx Adobes Plaza II, LLC and Xxxxx Adobes
Ventures II, LLC
62 09-0001991 09-0001991 Shoppes at Xxxxxx Farms Xxxxxx Farms Associates, LLC
63 09-0002002 09-0002002 Bloomfield Park Gateway Center 2055 Associates, L.L.C.
64 09-0002012 09-0002012 Hollidaysburg Manor Apts Hollidaysburg Associates, L.P.
65 04-1205 00-0000 Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx Associates, L.L.C
------------------------------------------------------------------------------------------------------------------------------------
66 04-0282 04-0282 Fairfield Office Portfolio 00 Xxxxxxxxxx Xxxxxx Reinvestment Associates, LLC;
0000 Xxxxx Xxxxxxx / 777 Commerce Drive, LLC
66.01 04-0282 04-0282 000 Xxxxxxxx Xxxxx
66.02 04-0282 04-0282 0000 Xxxxx Xxxxxxx Xxxx
------------------------------------------------------------------------------------------------------------------------------------
67 09-0001960 09-0001960 Prairie Xxxx Medical Office
Buildings B and C auG FIVE, L.P.
68 04-1073 04-1073 0000 Xxxxxx Xxx Xxxxxxx Xxxxxxxxx Xxxxxx Xxx Investors, LLC
69 04-0970 04-0970 Hampton Inn Camarillo Ocean Park Hotels - LLO, LLC
70 09-0001944 09-0001944 Toringdon II Lichtin/Toringdon II, LLC
71 09-0001912 09-0001912 Health Park Ten Docs, LLC
72 04-0928 04-0928 Pasadena Collection South Lake Retail Investments, Ltd.
73 04-1255 04-1255 Towneplace Suites by Marriott,
San Xxxx 440 Saratoga Partners LP
74 09-0002003 09-0002003 Sunset Plaza Mandan Investment Group, LLC
75 04-0648 04-0648 Eastwind Shopping Center Eastwind Center 1; Eastwind Center 2; Eastwind
Center 3; Eastwind Center 4; Eastwind Center 5;
Eastwind Center 6; Eastwind Center 7; Eastwind
Center 8; Eastwind Center 9; Eastwind Center 10;
Eastwind Center 11; Eastwind Center 12; Eastwind
Center 13; Passco
76 09-0001992 09-0001992 Xxxxxx Xxxxx X Xxxxxx Xxxxx 0000 LLC
77 09-0001915 09-0001915 Intracorp Building Fox Xxxxxxxxx Cove, L.L.C.
78 09-0001914 09-0001914 Xxxxxx Park CPRE-1 End Lakeline, L.P.
79 04-1142 00-0000 Xxxxx Xxxxx Xxxxx Xxxxx, LLC
80 09-0002013 09-0002013 Westwood Plaza Greenwood (Westwood) WMA, LLC
81 09-0001956 09-0001956 Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx LLC
82 04-1282 04-1282 Polaris Retail Center Polaris Circuit City, LLC
83 09-0002004 09-0002004 Xxxxxx Xxxxxx Building 1701 Partners, L.P.
84 09-0001936 09-0001936 The Highlands of East Ellijay Highland Crossing Partners, LLC
85 09-0001947 09-0001947 Fleetwood Office Park Building B, L.L.C. and Building D, LLC
86 09-0001977 09-0001977 Bayshore Center Bayshore Center, LLC
87 09-0001959 09-0001959 Prairie Xxxx Medical Office
Building A auG FIVE-A, L.P.
88 09-0001997 09-0001997 Highlands Shopping Center Highlands Shopping Center LLC
89 04-1234 04-1234 Eagle Mountain Shopping Center Eagle Mountain Village, LLC
90 09-0001922 09-0001922 Rivers Bend East River's Bend East Office Group & Technology Center
I, L.L.C.
91 04-0730 04-0730 0000 Xxxxx Xxxxxx Xxxxx-Xxxxx, LLC
92 04-1263 04-1263 Xxxxxx Xxxxx Xxxxxx Xxxxx 0 LLC
93 04-0937 04-0937 Pacific Pointe Scion Investments Limited Partnership
94 09-0001988 09-0001988 0000 Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxx Techmart, LLC and Techmart Venture, LLC
95 09-0002008 09-0002008 Xxxxx Plaza Four Plaza Four General Partnership
96 04-0029 04-0029 Sopra Centre Sun Atlantic Properties, LLC
97 09-0001993 09-0001993 Xxxxxx Xxxxx X Xxxxxx Xxxxx 0000 LLC
98 09-0001969 09-0001969 Harbor Medical Office Harbor Medical Partners, LLC
99 04-0776 04-0776 Corporate Exchange Center XX Xxxxxx, LLC
100 04-0982 04-0982 000 Xxxx Xxxxxx Xxxxxxxxxx Seven Associates Limited Partnership
101 09-0002011 09-0002011 Xxxxxx Xxxx Xxxxxxxxxx 0000 & 0000 Xxxxxx Xxxx, LLC and Xxxx-San Xxxxxxx,
LLC
102 09-0001957 09-0001957 6801 Building Xxxxx Associates II, L.L.P.
103 09-0001987 09-0001987 0000 Xxxxxx Xxx R & R Management, LLC
104 09-0001998 09-0001998 Pell City Shopping Center MAP Pell City, LLC
105 09-0002007 09-0002007 Trinity Corporate Park Friendly Associates XIX LLLP
106 04-1043 04-1043 Smart & Final Center Topaz-Thunderbird, LLC
107 09-0001996 09-0001996 Milestone Shopping Center Milestone Shopping Center, LLC
108 04-1185 04-1185 Peachtree City Marketplace Turtlecreek Peachtree City, LLC
109 09-0002019 09-0002019 Xxxxxx Park Shopping Center SC (Xxxxxx Park) Limited Partnership
110 09-0001942 09-0001942 Xxxx Xxxxxx Xxxxxx Xxxx Xxxxxx Properties, LLC
111 04-0738 04-0738 Quail Corners South Quail Corners South, LLC
112 04-0997 04-0997 Rockwest I Rock West Investments I, LLC
113 09-0001952 09-0001952 Westpoint Industrial Westpoint Industrial, Ltd.
114 09-0002009 09-0002009 Wednesbury Medical Office Southwest Medical Plaza, Ltd.
115 04-1140 00-0000 Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx/Xxxxxx Xxxxxxx, L.L.C.
116 09-0002024 09-0002024 Southpointe Plaza Augusta (Southpointe) WMA, LLC
117 04-0944 04-0944 Vestridge Commons Vestridge Commons Shopping Center, LLC
118 03-0617 00-0000 Xxxxxxxx Xxxxxx HD Eastgate, LLC
119 09-0001976 09-0001976 Grove Medical Center Northwest Office Limited Partnership
120 09-0001971 09-0001971 Mountain View Plaza Martinsville (Mountainview) WMA, LLC
121 03-0655 03-0655 Northpark One NP Office I, LLC
122 09-0001995 09-0001995 Smoky Hill Shopping Center Fourth Smoky Venture LLC
123 09-0001958 09-0001958 5700 Building Xxxxx Associates V, L.L.C.
124 04-1135 04-1135 Walgreens Pleasant Hill RKL Properties, LLC
125 09-0001975 09-0001975 Hartland Village Shopping Center JAH Hartland, LLC
126 04-0737 04-0737 Xxxxx Xxxxxxx Xxxxx - Xxxxx XXX Xxxxx Xxxxxxx Xxxxx - Xxxxx XXX, LLC
------------------------------------------------------------------------------------------------------------------------------------
127 04-1265 04-1265 Arbo Portfolio C-Breeze Properties, LLC
127.01 04-1265 04-1265 000 Xxxx 0xx Xxxxxx
127.02 04-1265 04-1265 0000 Xxxx 0xx Xxxxxx
------------------------------------------------------------------------------------------------------------------------------------
128 09-0001948 09-0001948 Xxxxxxxxxx Crossing SC Xxxxxxxxxx Crossing Associates, LLC
129 09-0001972 09-0001972 Safeway Store - Pueblo West Kuna Enterprises 1, L.P.
130 04-0620 04-0620 Wood River Mini Storage WGW Investment Co. LLC
131 09-0001970 09-0001970 Lowe's Plaza Shopping Center South Boston (South Boston) WMA, LLC
132 09-0001989 09-0001989 Village at Ontario Center Village at Ontario Center, LLC
133 04-0733 04-0733 Plaza El Portal Xxxxxxx Properties Inc.
134 09-0002014 09-0002014 Xxxxxxxx Crossing Shopping Center JAH Lawrenceburg LLC
135 04-1078 00-0000 Xxxxxxxxx Xxxxxxx Shopping Center Seals Development-Clearview, LLC
136 04-1115 04-1115 Brookside Building KAE, Inc.
137 04-0906 04-0906 000 Xxxxx Xxxxxx Xxxxxxxxx The Enchanted, LLC
138 04-0816 04-0816 CVS, Lancaster TEX-CVS-DE-04, LLC
139 09-0001979 09-0001979 Prairie Towne Square Apartments Prarie Towne Square, LLC
140 04-0740 04-0740 Quail Court Quail Court, LLC
141 04-0909 04-0909 00000 Xxxxxx Xxxx Xxxxxx Jetsons in Houston, LLC
142 04-0736 04-0736 000 Xxxxxx Xxxx Xxxxx 689 Xxxxxx Xxxx, LLC
GCCFC 05-GG3 General Detailed
Loan ID Property Name Property Type Property Type Size Xxxxx
0 Xxxxx Xxxx Xxxx Xxxxxx Xxxxxxxx Xxxx 493,706 sf
2 Grand Canal Shoppes at the Venetian Retail Regional Mall 536,890 sf
3 0000 Xxxxxxxx Office General Urban 741915 sf
4 The Crescent Office General Urban 1,299,522 sf
5 000 Xxxxxxx Xxxxxx Office General Urban 876,704 sf
0 Xxxx Xx. Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx 700,908 sf
7 Westin Kierland Hospitality Full Service 732 Rooms
8 Shops at Wailea Retail Regional Mall 164425 sf
9 Waikiki Galleria Office General Urban 160522 sf
------------------------------------------------------------------------------------------------------------------------------------
10 Place Properties Portfolio 1073 Units
10.01 Xxxxxxx Place Multifamily Student Housing 221 Xxxxx
00.00 Xxxxx Xxxxx Multifamily Student Housing 132 Units
10.03 Jacksonville Place Multifamily Student Housing 132 Units
10.04 Xxxx Place Multifamily Student Housing 108 Units
10.05 Xxxxxx Place Multifamily Student Housing 96 Xxxxx
00.00 Xxxx Xxxxx Multifamily Student Housing 96 Xxxxx
00.00 Xxxxxxx Xxxxx Multifamily Student Housing 96 Units
10.08 Macon Place Multifamily Student Housing 84 Xxxxx
00.00 Xxxxxx Xxxxx Multifamily Student Housing 108 Units
------------------------------------------------------------------------------------------------------------------------------------
11 0000 Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx 000000 sf
12 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 000000 sf
13 Doral Arrowwood Hotel Hospitality Full Service 374 Rooms
14 1370 Avenue of the Americas Office General Urban 332955 sf
15 Xxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx 000000 sf
00 Xxxxx Xxxx Xxxx Xxxxxx Xxxxxxxx Xxxx 000000 sf
17 Village at Orange Retail Regional Mall 299933 sf
00 Xxxxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxx 000000 sf
------------------------------------------------------------------------------------------------------------------------------------
19 Xxxxxxxx/Charlesbank Office Portfolio 384291 sf
19.01 Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxx 000000 sf
19.02 000 Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxx 000000 sf
19.03 Transit Tower Office General Urban 111901 sf
------------------------------------------------------------------------------------------------------------------------------------
20 Atlanta Decorative Arts Center Office General Urban 427,351 sf
21 Hilton Nashville Downtown Hospitality Full Service 330 Rooms
22 3100 Xxxxxxxx Office General Suburban 230800 sf
23 Lake Arrowhead Village Retail Anchored 233,532 sf
00 Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxx 000000 sf
25 One Financial Plaza Office General Urban 434,136 sf
26 Executive Campus Office General Suburban 439190 sf
27 0000 X Xxxxxx Xxxxxx Xxxxxxx Xxxxx 000000 sf
28 FAA Building Office General Suburban 244,788 sf
29 Hyatt Regency Albuquerque Hospitality Full Service 000 Xxxxx
00 Xxxxxx Xxxxxxx Multifamily Garden 342 Units
31 Champions of the West Tower Office General Suburban 75,885 sf
32 Irvine Technology Center-I Office R & D 138222 sf
33 0000 Xxxxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxxx 000000 sf
00 Xxx Xxxx Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 000000 sf
------------------------------------------------------------------------------------------------------------------------------------
35 Xxxxx Pointe/Arapahoe Village Portfolio 229219 sf
35.01 Xxxxx Pointe Retail Anchored 126186 sf
35.02 Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx 000000 sf
------------------------------------------------------------------------------------------------------------------------------------
00 Xx Xxxxx Xxxxx Office General Urban 337088 sf
00 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000 sf
38 000 Xxxx 00xx Xxxxxx Office General Suburban 477225 sf
00 Xxxxxx Xxx Xxx Xxxxxx Xxxxxxx Xxxxx 00000 sf
40 Hotel Xxxxxxx Hospitality Full Service 122 Rooms
00 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx 00000 sf
42 0000 Xxxxxxx Xxxx Office General Suburban 70,123 sf
43 Capitol Center Office General Urban 164044 sf
44 Seattle Tower Office General Urban 159039 sf
45 Marketplace at Kapolei Retail Shadow Anchored 64,076 sf
00 Xxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx 000000 sf
------------------------------------------------------------------------------------------------------------------------------------
47 X.X. Xxxxx Retail Portfolio 208,412 sf
47.01 Clarksville Commons Retail Anchored 108,739 sf
47.02 Xxxx Xxxxxxxxxx Xxxxxx Retail Anchored 57,673 sf
47.03 U.S. 31 South Retail Anchored 42,000 sf
------------------------------------------------------------------------------------------------------------------------------------
48 North Mountain Village Apartments Multifamily Garden 568 Xxxxx
00 Xxxxxxxx Xxxxx Office Office General Suburban 160062 sf
50 Radisson Metrodome Hospitality Full Service 304 Rooms
00 Xxxxxxxxxxxx Xxxxx Xxxxxx Xxxxxxxx 00000 sf
------------------------------------------------------------------------------------------------------------------------------------
52 Xxxx Portfolio 133863 sf
52.01 Energy Park I & II Office General Suburban 92997 sf
52.02 Xxxxxxxx Xxx Xxxxxx Xxxxxxx Xxxxxxxx 00000 sf
------------------------------------------------------------------------------------------------------------------------------------
53 000 Xxxxxxxx Xxxxxx Office General Urban 83307 sf
00 Xxx Xxxxx xx Xxxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000 sf
55 University Plaza Retail Anchored 109,905 sf
56 Xxxxx Fargo Building Office General Urban 116,514 sf
57 Fremont Xxxxxx Center Retail Unanchored 14400 sf
00 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 000000 sf
59 00 Xxxxxxxx Xxxx Office General Suburban 96,244 sf
60 Village Shopping Center Retail Anchored 199,450 sf
61 Xxxxx Adobes Plaza Retail Anchored 71,478 sf
62 Shoppes at Xxxxxx Farms Retail Anchored 95,092 sf
00 Xxxxxxxxxx Xxxx Xxxxxxx Center Retail Anchored 65,385 sf
64 Hollidaysburg Manor Apts Multifamily Garden 194 Xxxxx
00 Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx 00000 sf
------------------------------------------------------------------------------------------------------------------------------------
66 Fairfield Office Portfolio 88763 sf
66.01 000 Xxxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000 sf
66.02 0000 Xxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000 sf
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx X and C Office Medical 44,200 sf
68 1420 Harbor Bay Parkway Office General Suburban 120577 sf
69 Hampton Inn Camarillo Hospitality Limited Service 115 Rooms
70 Toringdon II Office General Suburban 71,813 sf
71 Health Park Office Medical 52,398 sf
72 Pasadena Collection Retail Unanchored 21001 sf
73 Towneplace Suites by Marriott, San Xxxx Hospitality Limited Service 101 Rooms
00 Xxxxxx Xxxxx Retail Shadow Anchored 34,300 sf
00 Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000 sf
76 Centra Point I Office General Suburban 56,161 sf
77 Intracorp Building Office General Urban 69,706 sf
00 Xxxxxx Xxxx Retail Shadow Anchored 57,639 sf
00 Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx 000000 sf
00 Xxxxxxxx Xxxxx Retail Shadow Anchored 83,200 sf
00 Xxxxxxxxx Xxxxx Office General Suburban 95,584 sf
00 Xxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000 sf
83 Xxxxxx Xxxxxx Building Office General Urban 106,304 sf
84 The Highlands of East Ellijay Retail Anchored 83,300 sf
85 Fleetwood Office Park Office General Suburban 68,624 sf
86 Bayshore Center Office General Urban 79,238 sf
87 Prairie Xxxx Medical Office Building A Office Medical 30,000 sf
88 Highlands Shopping Center Retail Shadow Anchored 28,179 sf
00 Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000 sf
90 Rivers Bend East Office General Suburban 127,500 sf
91 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000 sf
00 Xxxxxx Xxxxx Xxxxxx Xxxxxxxxxx 00000 sf
00 Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx 00000 sf
94 5000 Blazer Memorial Parkway Office General Suburban 124,929 sf
95 Tracy Plaza Four Retail Anchored 38,555 sf
00 Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx 00000 sf
97 Centra Point V Office General Suburban 38,654 sf
98 Harbor Medical Office Office General Suburban 30,786 sf
00 Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 000000 sf
100 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx 00000 sf
000 Xxxxxx Xxxx Industrial Industrial Industrial 45,842 sf
102 6801 Building Office General Suburban 56,989 sf
103 0000 Xxxxxx Xxx Retail Anchored 50,722 sf
104 Pell City Shopping Center Retail Shadow Anchored 46,375 sf
105 Trinity Corporate Park Office General Urban 61,648 sf
106 Smart & Final Center Retail Anchored 25725 sf
107 Milestone Shopping Center Retail Shadow Anchored 22,270 sf
000 Xxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxx 00000 sf
000 Xxxxxx Xxxx Shopping Center Retail Shadow Anchored 23,208 sf
000 Xxxx Xxxxxx Office Office General Suburban 44,790 sf
000 Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000 sf
112 Rockwest I Retail Unanchored 34135 sf
000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxxx 65,674 sf
114 Wednesbury Medical Office Office Medical 78,408 sf
000 Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000 sf
000 Xxxxxxxxxxx Xxxxx Retail Shadow Anchored 35,097 sf
000 Xxxxxxxxx Xxxxxxx Retail Unanchored 29900 sf
000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000 sf
119 Grove Medical Center Office Medical 25,544 sf
000 Xxxxxxxx Xxxx Xxxxx Retail Shadow Anchored 34,000 sf
121 Northpark One Office General Suburban 32310 sf
122 Smoky Hill Shopping Center Retail Shadow Anchored 17,500 sf
123 5700 Building Office General Suburban 51,331 sf
000 Xxxxxxxxx Xxxxxxxx Xxxx Retail Single Tenant 14955 sf
000 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored 38,450 sf
000 Xxxxx Xxxxxxx Xxxxx - Xxxxx III Office General Suburban 20403 sf
------------------------------------------------------------------------------------------------------------------------------------
127 Arbo Portfolio 34 Units
127.01 000 Xxxx 0xx Xxxxxx Multifamily Garden 21 Units
127.02 0000 Xxxx 0xx Xxxxxx Multifamily Garden 13 Units
------------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxxxx Xxxxxxxx XX Retail Shadow Anchored 25,840 sf
129 Safeway Store - Pueblo West Retail Anchored 56,280 sf
130 Wood River Mini Storage Self-Storage General, units only 487 Xxxxx
000 Xxxx'x Xxxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored 26,200 sf
132 Village at Ontario Center Retail Shadow Anchored 8,371 sf
000 Xxxxx Xx Xxxxxx Xxxxxx Xxxxxxxxxx 00000 sf
000 Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored 24,712 sf
000 Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx 00000 sf
000 Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000 sf
137 000 Xxxxx Xxxxxx Xxxxxxxxx Multifamily Conventional 40 Xxxxx
000 XXX, Xxxxxxxxx Retail Single Tenant 10908 sf
000 Xxxxxxx Xxxxx Xxxxxx Apartments Multifamily Conventional 25 Xxxxx
000 Xxxxx Xxxxx Office General Suburban 9672 sf
141 00000 Xxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxx 00000 sf
142 000 Xxxxxx Xxxx Xxxxx Office General Suburban 7844 sf
GCCFC 05-GG3
Loan ID Address City County State Zip Code
1 0000 Xxx Xxxxx Xxxxxx Xxx Xxxxxxx Xxxxx Xxxxx 00000
2 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxxx Xxxxx Xxxxxx 00000
3 0000 Xxxxxxxx Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000
4 100-300 and 000 Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxx 00000
5 000 Xxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000
6 0000 Xxxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx 00000
7 0000 Xxxx Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx 00000
8 0000 Xxxxxx Xxxxxx Xxxxx Xxxxxx Xxxx Xxxxxx 00000
9 2222 and 0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
10
10.01 0000 Xxxxx Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx 00000
10.02 000 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxx Xxxxxxx 00000
10.03 000 Xxxxxx Xxxxxx XX Xxxxxxxxxxxx Xxxxxxx Xxxxxxx 00000
10.04 000 Xxxxx Xxxxxx Xxxx Xxxx Xxxxxxx 00000
10.05 000 Xxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxx 00000
10.06 0000 Xxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx 00000
10.07 000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx 00000
10.08 0000 Xxxx Xxxxx Xxxxx Xxxx Xxxxxxx 00000
10.09 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
11 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxxxxxxx Xxxxxxxxxxxx 00000
12 0000 Xxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx 00000
13 000 Xxxxxxxx Xxxx Xxxx Xxx Xxxxx Xxxxxxxxxxx Xxx Xxxx 00000
14 1370 Avenue of the Americas Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000
00 Xxx Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxx 00000
16 0000 XX Xxxxxxxx Xxxxxxx Xxx Xxxxxxx Xxxxx Xxxxx 00000
17 0000 Xxxx Xxxxxxx Xxx Xxxxxx Xxxxxx Xxxxxxxxxx 00000
00 Xxxxxxxx Xxxxxx Xxxx Xxxxxxxxxx Xxx Xxxxxxx Xxxxx Xxxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
19
19.01 000 Xxxxx Xxx Xxxxxxxxx Xxxxx Xxx Xxxxxx Xxxxxxxxxx 00000
19.02 000 Xxxxx Xxxxxx Xxxxx Xxxxx Xxx Xxxxxx Xxxxxxxxxx 00000
19.03 000 Xxxx 0xx Xxxxxx Xxxxx Xxx Xxxxxx Xxxxxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
20 000-000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx 00000
21 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxxx 00000
22 0000 Xxxxxxxx Xxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000
23 28200 Highway 000 Xxxx Xxxxxxxxx Xxx Xxxxxxxxxx Xxxxxxxxxx 00000
24 00000 Xxxx 000xx Xxxxxx (X0); 00000 Xxxxx
Xxxxxx Xxxx Xxxx (X0) Xxxxxx Xxxxxxx Xxxxxx 00000
25 000 Xxxxx Xxxxxxxx Xx. Xxxxx Xxxxx Xxxxx Xxxx Xxxxxxxx 00000
26 3 Executive Campus Xxxxxx Xxxx Xxxxxx Xxx Xxxxxx 00000
27 1341 X Xxxxxx Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx District of Columbia 20005
28 0000 Xxxx Xxxxx Xxxx Xxx Xxxxxxx Xxxx Xxxxxxxx 00000
29 000 Xxxxxxx Xxxxxx, XX Xxxxxxxxxxx Xxxxxxxxxx Xxx Xxxxxx 00000
30 000 Xxxxxxxxxxxxx Xx Xxxxxx Xxx Xxxxxx Xxxxxxxxxxx 00000
31 12264 Xx Xxxxxx Xxxx Xxx Xxxxx Xxx Xxxxx Xxxxxxxxxx 00000
32 18871 Teller Avenue, 18872 & 00000
Xxxxxxx Xxxxxx, and 2525 & 0000 Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx 00000
33 0000 Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx 00000
34 00 Xxxxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
35
35.01 0000 X Xxxxxxx Xxxxx Xxxx Xxxxxxxxxx Xxxxxx Xxxxx 00000
35.02 000 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxx Xxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
36 000 Xxxxx Xxxxxxxx Xx Xxxxx Xx. Xxxxx Xxxxxxxx 00000
37 0000 Xxxxx Xxxxxx Xxxxx Xxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000
38 000 Xxxx 00xx Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxx 00000
39 0000 Xxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000
40 0 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxxxxxx 00000
41 0000 Xxxxx XxXxxxxx Xxxxxxxxx Xxxx Xxxxxx Xxxxxx 00000
42 0000 Xxxxxxx Xxxx XxXxxx Xxxxxxx Xxxxxxxx 00000
43 000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxx 00000
44 0000 Xxxxx Xxxxxx Xxxxxxx Xxxx Xxxxxxxxxx 00000
45 000 Xxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx 00000
46 000 Xxx Xxxxxx Xxxx Xxxxxx Xxxxxx Xxx Xxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
47
47.01 0000 Xxxx Xxxxxxx 000 Xxxxxxxxxxx Xxxxx Xxxxxxx 00000
47.02 00000 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxx 00000
47.03 0000 X.X. Xxxxxxx 00 Xxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
48 0000 Xxxx Xxxxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx Xxxxxxx 00000
49 0000 X. Xxxxx Xxxxxxx Xxxx Xxxx Xxxxx Xxxx Xxxxx Xxxxxxx 00000
50 000 Xxxxxxxxxx Xxxxxx XX Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxx 00000
51 1600-1660 Xxxxx 00 Xxxxx Xxxxx Xxxxxxx Xxx Xxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
52
52.01 377 & 000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxxxx 00000
52.02 0000 Xxxxxxxx Xxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
53 000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxxxxx 00000
54 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx Xxx Xxxxx Xxxxxxxxxx 00000
55 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxx 00000
56 000 Xxxxx Xxxxxxxx Xxxxxx Xxxx Xxxxxx Xxxxxx 00000
57 1241-1249 Xxxxx Xxxxxx Xxxxx Xxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000
58 0000 Xxxxxxxx Xxxxxx Xxxx Xxxx Xxxx Xxxxxxxxxxxx 00000
59 00 Xxxxxxxx Xxxx Xxxx Xxxxxxxx Xxxxxxx Xxx Xxxx 00000
60 0000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxx 00000
61 7001-7151 Xxxxx Xxxxxx Xxxx Xxxxxx Xxxx Xxxxxxx 00000
62 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxxx 00000
63 2055-2097 Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxx 00000
64 00 Xxxxxx Xxxxx Xxxxxxxxxxxxx Xxxxx Xxxxxxxxxxxx 00000
65 0000 X. Xxxxxxxxx Xxxx Xxxx Xxxxxxx Xxxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
66
66.01 000 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000
66.02 0000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
67 2551 and 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx 00000
68 0000 Xxxxxx Xxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxxx 00000
69 00 Xxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxxx 00000
70 0000 Xxxxxxxxx Xxx Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000
71 0000 Xxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxx 00000
72 000 X. Xxxx Xxxxxx & 000 Xxxxxxx Xxxxxx Xxxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000
73 000 Xxxxxxxx Xxxxxx Xxx Xxxx Xxxxx Xxxxx Xxxxxxxxxx 00000
74 0000-0000 Xxxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxxx 00000
75 0000 Xxxx Xxxxxxxx Xxxx Xxx Xxxxx Xxxxx Xxxxxx 00000
76 0000 Xxxx Xxxxxx Xxxx Xxx Xxxxx Xxxxx Xxxxxx 00000
77 0000 Xxxxxx Xxxxxx Xxxxxxx Xxxx Xxxxxxxxxx 00000
78 00000 Xxxxxxxx Xxxx Xxxxx Xxxxxx Xxxxxxxxxx Xxxxx 00000
79 0000 Xxxxxxx Xxxx Xxxx Xxxxxx Xxxxxx 00000
80 542 Bypass 00 XX Xxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx 00000
81 0000 Xxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxx 00000
82 8655 - 0000 Xxxx Xxxxx Xxxxxxxx Xxxxxxxx Xxxx 00000
83 000 Xxxxx 00xx Xxxxxx Xxxxxxxxxxxx Xxxxxxxxxxxx Xxxxxxxxxxxx 00000
84 00 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxx 00000
85 3275, 3279, 3281 & 0000 Xxxxxxxx
Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxx Xxxx 00000
86 2907-2909 West Bay to Xxx Xxxxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxx 00000
87 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx 00000
88 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxx 00000
89 00000 Xxxx Xxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx 00000
90 13203 Xxxxx Xxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxxxxxxx Xxxxxxxx 00000
91 0000 Xxxxx Xxxxxx Xxxxxxx Xxxx Xxxxxxxx 00000
92 1130 and 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxxxx 00000
93 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxxxxxxxx 00000
94 0000 Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxx 00000
95 2886-2888 West Grant Line Road Xxxxx San Xxxxxxx California 95304
96 110 East Atlantic Avenue Delray Beach Palm Beach Florida 33444
97 8395 West Sunset Road Las Vegas Clark Nevada 89113
98 2720 North Harbor Boulevard Fullerton Orange California 92835
99 12502 - 12503 Exchange Drive Stafford Fort Bend Texas 77477
100 100 Bank Street Burlington Chittenden Vermont 05401
101 3949 & 3959 Ruffin Road Kearny Mesa San Diego California 92123
102 6801 Lake Worth Road Lake Worth Palm Beach Florida 33467
103 9380 - 9480 Warner Avenue and 17075
Bushard Street Fountain Valley Orange California 92708
104 41-89 Vaughan Lane Pell City Saint Clair Alabama 35125
105 1500 Sunday Drive Raleigh Wake North Carolina 27607
106 2828 West Thunderbird Road Phoenix Maricopa Arizona 85053
107 62 & 188 Founders Parkway Castle Rock Douglas Colorado 80104
108 225 Marketplace Connector Peachtree City Fayette Georgia 30269
109 1580 Space Center Drive Colorado Springs El Paso Colorado 80915
110 31600-31700 West Thirteen Mile Road Farmington Hills Oakland Michigan 48334
111 609, 615, 665 and 691 Sierra Rose Drive Reno Washoe Nevada 89511
112 1183-1207 Howell Mill Road Atlanta Fulton Georgia 30318
113 6001 Hiatus Road Tamarac Broward Florida 33321
114 8200 Wednesbury Lane Houston Harris Texas 77074
115 13900 North Portland Avenue Oklahoma City Oklahoma Oklahoma 73134
116 3209 Deans Bridge Road Augusta Richmond Georgia 30906
117 1360 Montgomery Highway Vestavia Jefferson Alabama 35216
118 4001 Wake Forest Road Raleigh Wake North Carolina 27609
119 4160 Route 83 Long Grove Lake Illinois 60047
120 US Highway 220 and Commonwealth Boulevard Martinsville Martinsville City Virginia 24112
121 135 North Park Place Stockbridge Henry Georgia 30281
122 19731 Smoky Hill Road Centennial Arapahoe Colorado 80015
123 5700 & 5702 Lake Worth Road Greenacres Palm Beach Florida 33463
124 721 Gregory Lane Pleasant Hill Contra Costa California 94523
125 4750 Hartland Parkway Lexington Fayette Kentucky 40515
126 630, 670 and 690 Sierra Rose Drive Reno Washoe Nevada 89511
------------------------------------------------------------------------------------------------------------------------------------
127
127.01 440 East 5th Street Long Beach Los Angeles California 90802
127.02 1254 East 1st Street Long Beach Los Angeles California 90802
------------------------------------------------------------------------------------------------------------------------------------
128 157 Montgomery Crossing Biscoe Montgomery North Carolina 27209
129 1017 North Marketplace Pueblo West Pueblo Colorado 81007
130 11819 State Highway 75 Hailey Blaine Idaho 83333
131 3601 Old Halifax Road South Boston Halifax Virginia 24592
132 4275 East Concours Ontario San Bernardino California 91764
133 3020 Santa Rosa Avenue Santa Rosa Sonoma California 95407
134 1244-1296 Anderson Crossing Drive Lawrenceburg Anderson Kentucky 40342
135 4301-4307 Clearview Parkway @ W. Esplanade Metairie Jefferson Louisiana 70006
136 3461 Brookside Road Stockton San Joaquin California 95219
137 826 South Hobart Boulevard Los Angeles Los Angeles California 90005
138 1225 North Bluegrove Road Lancaster Dallas Texas 75146
139 3025 Triumph Drive Sun Prarie Dane Wisconsin 53590
140 6770 South McCarran Boulevard Reno Washoe Nevada 89509
141 12407 Sowden Road Houston Harris Texas 77080
142 689 Sierra Rose Drive Reno Washoe Nevada 89511
Stated
Allocated Original Remaining Original
Cut-off Cut-off Date Term to Term to Interest
GCCFC 05-GG3 Original Date Balance Maturity Maturity Only Term
Loan ID Balance Balance (multi-property Seasoning (mos.) (mos.) (mos.)
1 $251,000,000 $250,391,107.83 2 61 59 0
2 $237,000,000 $234,752,792.07 8 59 51 0
3 $225,000,000 $225,000,000.00 0 120 120 36
4 $214,770,000 $214,770,000.00 2 83 81 83
5 $181,500,000 $181,500,000.00 1 60 59 60
6 $155,000,000 $154,827,634.22 1 60 59 0
7 $135,000,000 $135,000,000.00 2 60 58 60
8 $112,000,000 $112,000,000.00 4 120 116 59
9 $100,000,000 $100,000,000.00 2 120 118 47
----------------------------------------------------------------------------------------------------------------------------------
10 $98,660,000 $98,660,000.00 2 60 58 60
10.01 $24,540,000.00
10.02 $13,680,000.00
10.03 $11,120,000.00
10.04 $9,440,000.00
10.05 $8,960,000.00
10.06 $8,520,000.00
10.07 $8,160,000.00
10.08 $7,440,000.00
10.09 $6,800,000.00
----------------------------------------------------------------------------------------------------------------------------------
11 $88,900,000 $88,900,000.00 3 84 81 48
12 $76,000,000 $75,776,163.02 4 120 116 0
13 $75,000,000 $75,000,000.00 0 120 120 0
14 $67,500,000 $67,500,000.00 2 120 118 120
15 $65,000,000 $65,000,000.00 2 120 118 24
16 $64,000,000 $64,000,000.00 4 120 116 59
17 $60,050,000 $60,050,000.00 3 84 81 84
18 $52,000,000 $52,000,000.00 1 120 119 12
----------------------------------------------------------------------------------------------------------------------------------
19 $48,200,000 $48,200,000.00 6 84 78 24
19.01 $21,993,948.10
19.02 $14,337,198.84
19.03 $11,868,853.06
----------------------------------------------------------------------------------------------------------------------------------
20 $48,000,000 $48,000,000.00 3 60 57 24
21 $36,000,000 $35,896,706.86 2 120 118 0
22 $35,700,000 $35,700,000.00 2 120 118 7
23 $34,500,000 $34,500,000.00 4 120 116 36
24 $33,150,000 $33,150,000.00 1 84 83 48
25 $30,750,000 $30,750,000.00 5 60 55 60
26 $30,000,000 $30,000,000.00 1 120 119 24
27 $28,000,000 $28,000,000.00 5 120 115 60
28 $26,000,000 $25,679,805.13 6 240 234 0
29 $23,800,000 $23,694,569.16 3 84 81 0
30 $22,000,000 $22,000,000.00 5 120 115 12
31 $21,200,000 $21,200,000.00 4 120 116 24
32 $21,000,000 $21,000,000.00 2 120 118 24
33 $20,860,000 $20,679,031.01 8 120 112 0
34 $20,250,000 $20,215,329.01 2 120 118 0
----------------------------------------------------------------------------------------------------------------------------------
35 $20,170,000 $20,170,000.00 2 120 118 24
35.01 $11,850,000.00
35.02 $8,320,000.00
----------------------------------------------------------------------------------------------------------------------------------
36 $20,000,000 $19,877,689.35 7 84 77 0
37 $19,480,000 $19,480,000.00 2 120 118 24
38 $19,000,000 $19,000,000.00 1 60 59 24
39 $17,520,000 $17,520,000.00 2 120 118 24
40 $17,400,000 $17,360,516.87 2 120 118 0
41 $17,200,000 $17,144,612.00 4 120 116 0
42 $16,800,000 $16,800,000.00 1 120 119 24
43 $16,500,000 $16,472,187.03 2 84 82 0
44 $15,675,000 $15,675,000.00 2 84 82 24
45 $15,400,000 $15,400,000.00 0 120 120 24
46 $15,000,000 $15,000,000.00 5 120 115 23
----------------------------------------------------------------------------------------------------------------------------------
47 $15,000,000 $14,985,090.50 1 120 119 0
47.01 $8,223,038.47
47.02 $4,127,486.30
47.03 $2,634,565.72
----------------------------------------------------------------------------------------------------------------------------------
48 $15,000,000 $14,937,314.07 4 120 116 0
49 $14,800,000 $14,800,000.00 0 120 120 0
50 $14,500,000 $14,406,706.35 5 60 55 0
51 $14,200,000 $14,200,000.00 3 120 117 12
----------------------------------------------------------------------------------------------------------------------------------
52 $14,000,000 $14,000,000.00 2 120 118 24
52.01 $9,170,000.00
52.02 $4,830,000.00
----------------------------------------------------------------------------------------------------------------------------------
53 $13,750,000 $13,689,093.11 5 84 79 0
54 $13,700,000 $13,631,695.90 5 96 91 0
55 $13,500,000 $13,500,000.00 4 120 116 12
56 $12,750,000 $12,750,000.00 3 84 81 24
57 $12,500,000 $12,454,689.81 4 120 116 0
58 $12,000,000 $11,964,671.51 3 120 117 0
59 $11,750,000 $11,750,000.00 4 120 116 18
60 $11,440,000 $11,440,000.00 3 120 117 12
61 $11,300,000 $11,300,000.00 4 60 56 60
62 $11,200,000 $11,200,000.00 3 120 117 12
63 $11,200,000 $11,189,840.70 1 120 119 0
64 $10,320,000 $10,320,000.00 2 120 118 24
65 $10,050,000 $10,040,511.62 1 120 119 0
----------------------------------------------------------------------------------------------------------------------------------
66 $10,000,000 $10,000,000.00 7 60 53 60
66.01 $6,500,000.00
66.02 $3,500,000.00
----------------------------------------------------------------------------------------------------------------------------------
67 $9,800,000 $9,791,662.06 1 120 119 0
68 $9,500,000 $9,472,403.79 3 84 81 0
69 $9,000,000 $8,963,662.56 3 120 117 0
70 $8,850,000 $8,850,000.00 6 120 114 12
71 $8,700,000 $8,700,000.00 1 60 59 60
72 $8,630,000 $8,630,000.00 1 120 119 24
73 $8,600,000 $8,589,215.82 1 120 119 0
74 $8,500,000 $8,500,000.00 7 120 113 60
75 $8,450,000 $8,450,000.00 5 84 79 48
76 $8,415,000 $8,415,000.00 3 120 117 24
77 $8,200,000 $8,200,000.00 5 60 55 60
78 $8,100,000 $8,100,000.00 5 96 91 60
79 $8,000,000 $7,978,405.89 3 120 117 0
80 $7,620,000 $7,620,000.00 1 120 119 24
81 $7,600,000 $7,564,410.61 5 120 115 0
82 $7,500,000 $7,492,545.25 1 120 119 0
83 $7,280,000 $7,280,000.00 3 60 57 60
84 $7,100,000 $7,100,000.00 1 120 119 12
85 $7,000,000 $7,000,000.00 6 60 54 60
86 $7,000,000 $7,000,000.00 2 120 118 12
87 $6,800,000 $6,794,214.50 1 120 119 0
88 $6,750,000 $6,750,000.00 2 120 118 24
89 $6,650,000 $6,643,891.53 1 120 119 0
90 $6,500,000 $6,500,000.00 8 120 112 18
91 $6,446,000 $6,446,000.00 2 84 82 12
92 $6,342,000 $6,342,000.00 0 120 120 0
93 $6,225,000 $6,207,358.40 3 120 117 0
94 $6,120,000 $6,096,114.92 4 120 116 0
95 $6,000,000 $6,000,000.00 1 120 119 24
96 $5,900,000 $5,872,371.39 5 84 79 0
97 $5,800,000 $5,800,000.00 3 120 117 24
98 $5,700,000 $5,700,000.00 5 84 79 24
99 $5,650,000 $5,618,061.30 6 120 114 0
100 $5,600,000 $5,600,000.00 4 120 116 24
101 $5,600,000 $5,600,000.00 2 60 58 24
102 $5,500,000 $5,471,034.62 5 60 55 0
103 $5,185,000 $5,130,916.57 3 180 177 0
104 $5,050,000 $5,039,643.81 2 120 118 0
105 $5,000,000 $4,992,186.40 1 120 119 0
106 $4,900,000 $4,881,052.62 4 120 116 0
107 $4,850,000 $4,850,000.00 2 120 118 24
108 $4,750,000 $4,741,009.68 2 120 118 0
109 $4,700,000 $4,695,098.98 1 120 119 0
110 $4,700,000 $4,673,474.18 6 120 114 0
111 $4,600,000 $4,584,050.90 4 120 116 0
112 $4,500,000 $4,477,959.31 5 120 115 0
113 $4,000,000 $4,000,000.00 5 120 115 36
114 $4,000,000 $4,000,000.00 1 120 119 12
115 $4,000,000 $3,988,651.00 3 120 117 0
116 $3,920,000 $3,920,000.00 1 120 119 24
117 $3,850,000 $3,838,920.35 3 120 117 0
118 $3,800,000 $3,800,000.00 7 60 53 60
119 $3,750,000 $3,750,000.00 5 60 55 60
120 $3,575,000 $3,575,000.00 5 120 115 24
121 $3,550,000 $3,536,754.86 4 120 116 0
122 $3,500,000 $3,500,000.00 2 120 118 24
123 $3,450,000 $3,431,830.81 5 60 55 0
124 $3,400,000 $3,397,088.41 1 120 119 0
125 $3,050,000 $3,040,871.46 3 120 117 0
126 $3,000,000 $2,986,578.72 5 120 115 0
----------------------------------------------------------------------------------------------------------------------------------
127 $2,900,000 $2,897,463.50 1 120 119 0
127.01 $1,608,591.80
127.02 $1,288,871.69
----------------------------------------------------------------------------------------------------------------------------------
128 $2,880,000 $2,880,000.00 6 120 114 12
129 $2,770,000 $2,720,901.58 5 180 175 0
130 $2,700,000 $2,682,156.89 5 120 115 0
131 $2,600,000 $2,600,000.00 5 120 115 24
132 $2,600,000 $2,592,732.77 3 120 117 0
133 $2,598,000 $2,586,800.55 5 120 115 0
134 $2,550,000 $2,544,919.26 2 120 118 0
135 $2,500,000 $2,495,174.08 2 120 118 0
136 $2,200,000 $2,191,433.69 4 120 116 0
137 $2,025,000 $2,015,158.82 5 120 115 0
138 $2,000,000 $1,991,921.16 5 120 115 0
139 $1,850,000 $1,850,000.00 4 120 116 12
140 $1,425,000 $1,419,034.82 5 120 115 0
141 $1,125,000 $1,120,740.09 4 120 116 0
142 $1,125,000 $1,119,978.60 5 120 115 0
Remaining
Interest Upfront Upfront
Original Only Remaining Letter Actual Actual
GCCFC 05-GG3 Amortization Period Amortization of Repair Replacement
Loan ID Term (mos.) (mos.) Term (mos.) Guarantor Credit Reserve Reserves
1 360 0 358 No No $0 $0
2 360 0 352 No No $0 $0
3 360 36 360 Non-recourse Carveout No $0 $15,457
4 NA 81 NA No No $1,122,000 $0
5 NA 59 NA Non-recourse Carveout No $0 $0
6 360 0 359 No No $0 $0
7 NA 58 NA Non-recourse Carveout No $0 $0
8 360 55 360 Non-recourse Carveout No $5,500 $2,055
9 360 45 360 Non-recourse Carveout No $6,900 $0
-----------------------------------------------------------------------------------------------------------------------------------
10 NA 58 NA Non-recourse Carveout No $1,025,125 $1,073,000
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
-----------------------------------------------------------------------------------------------------------------------------------
11 360 45 360 Non-recourse Carveout No $0 $2,061,700
12 360 0 356 Non-recourse Carveout No $0 $10,832
13 300 0 300 Non-recourse Carveout No $422,625 $0
14 NA 118 NA Non-recourse Carveout No $0 $776,368
15 360 22 360 Non-recourse Carveout No $11,875 $7,940
16 324 55 324 Non-recourse Carveout No $988,125 $0
17 NA 81 NA Non-recourse Carveout No $371,655 $50,000
18 360 11 360 Non-recourse Carveout No $0 $0
-----------------------------------------------------------------------------------------------------------------------------------
19 360 18 360 Non-recourse Carveout No $0 $383,751
19.01
19.02
19.03
-----------------------------------------------------------------------------------------------------------------------------------
20 360 21 360 Non-recourse Carveout No $1,245,000 $8,903
21 300 0 298 Non-recourse Carveout No $0 $0
22 360 5 360 Non-recourse Carveout No $0 $0
23 360 32 360 Non-recourse Carveout No $181,606 $6,028
24 360 47 360 Non-recourse Carveout No $250,000 $0
25 NA 55 NA Non-recourse Carveout No $4,500,000 $3,618
26 360 23 360 Non-recourse Carveout Yes $17,375 $7,320
27 360 55 360 Non-recourse Carveout No $275 $99,954
28 240 0 234 Non-recourse Carveout No $0 $2,040
29 300 0 297 Non-recourse Carveout No $138,600 $0
30 360 7 360 Non-recourse Carveout Yes $218,750 $86,000
31 360 20 360 Non-recourse Carveout No $1,500 $632
32 360 22 360 Non-recourse Carveout No $0 $0
33 360 0 352 Non-recourse Carveout No $0 $0
34 360 0 358 Non-recourse Carveout No $0 $68,793
-----------------------------------------------------------------------------------------------------------------------------------
35 360 22 360 Non-recourse Carveout No $0 $200,000
35.01
35.02
-----------------------------------------------------------------------------------------------------------------------------------
36 360 0 353 Non-recourse Carveout No $101,250 $0
37 360 22 360 Non-recourse Carveout No $9,780 $595
38 360 23 360 Non-recourse Carveout No $270,588 $0
39 360 22 360 Non-recourse Carveout No $24,938 $709
40 300 0 298 Non-recourse Carveout No $0 $0
41 360 0 356 Non-recourse Carveout No $10,388 $2,382
42 360 23 360 Non-recourse Carveout Yes $243,750 $877
43 360 0 358 Non-recourse Carveout No $0 $0
44 360 22 360 Non-recourse Carveout No $1,586,277 $2,651
45 360 24 360 Non-recourse Carveout No $0 $641
46 360 18 360 Non-recourse Carveout No $0 $3,191
-----------------------------------------------------------------------------------------------------------------------------------
47 360 0 359 Non-recourse Carveout No $65,625 $2,605
47.01
47.02
47.03
-----------------------------------------------------------------------------------------------------------------------------------
48 360 0 356 Non-recourse Carveout No $156,625 $0
49 360 0 360 Non-recourse Carveout No $12,500 $0
50 300 0 295 Non-recourse Carveout No $0 $0
51 360 9 360 Non-recourse Carveout No $0 $700
-----------------------------------------------------------------------------------------------------------------------------------
52 360 22 360 Non-recourse Carveout No $0 $2,231
52.01
52.02
-----------------------------------------------------------------------------------------------------------------------------------
53 360 0 355 Non-recourse Carveout No $623,000 $1,736
54 360 0 355 Non-recourse Carveout No $0 $465
55 360 8 360 Non-recourse Carveout No $0 $1,932
56 360 21 360 Non-recourse Carveout No $8,750 $1,942
57 360 0 356 Non-recourse Carveout No $0 $384
58 360 0 357 Non-recourse Carveout No $0 $0
59 360 14 360 Non-recourse Carveout No $15,375 $1,684
60 360 9 360 Non-recourse Carveout No $140,000 $2,493
61 NA 56 NA Non-recourse Carveout No $94,750 $1,729
62 360 9 360 Non-recourse Carveout No $0 $792
63 360 0 359 Non-recourse Carveout No $68,000 $1,078
64 360 22 360 Non-recourse Carveout No $70,000 $54,042
65 360 0 359 Non-recourse Carveout No $0 $0
-----------------------------------------------------------------------------------------------------------------------------------
66 NA 53 NA Non-recourse Carveout No $28,375 $1,900
66.01
66.02
-----------------------------------------------------------------------------------------------------------------------------------
67 360 0 359 Non-recourse Carveout No $0 $0
68 360 0 357 Non-recourse Carveout No $49,125 $0
69 300 0 297 Non-recourse Carveout No $0 $1
70 360 6 360 Non-recourse Carveout No $0 $598
71 NA 59 NA Non-recourse Carveout No $0 $655
72 360 23 360 Non-recourse Carveout No $0 $0
73 300 0 299 Non-recourse Carveout No $0 $5,512
74 360 53 360 Non-recourse Carveout No $0 $629
75 360 43 360 Non-recourse Carveout No $0 $0
76 360 21 360 Non-recourse Carveout No $0 $702
77 NA 55 NA Non-recourse Carveout No $0 $1,743
78 360 55 360 Non-recourse Carveout No $0 $721
79 360 0 357 Non-recourse Carveout No $0 $16,297
80 360 23 360 Non-recourse Carveout No $0 $1,525
81 360 0 355 Non-recourse Carveout No $46,875 $1,513
82 360 0 359 Non-recourse Carveout No $0 $0
83 NA 57 NA Non-recourse Carveout No $10,250 $2,215
84 336 11 336 Non-recourse Carveout No $0 $694
85 NA 54 NA Non-recourse Carveout No $27,040 $1,087
86 360 10 360 Non-recourse Carveout No $179,500 $2,971
87 360 0 359 Non-recourse Carveout No $0 $0
88 360 22 360 Non-recourse Carveout No $0 $0
89 360 0 359 Non-recourse Carveout No $5,055 $0
90 360 10 360 Non-recourse Carveout Yes $276,472 $1,667
91 348 10 348 Non-recourse Carveout No $0 $0
92 360 0 360 Non-recourse Carveout No $10,248 $1,121
93 360 0 357 Non-recourse Carveout No $0 $4,351
94 360 0 356 Non-recourse Carveout No $0 $0
95 360 23 360 Non-recourse Carveout No $0 $482
96 360 0 355 Non-recourse Carveout No $0 $0
97 360 21 360 Non-recourse Carveout No $0 $483
98 360 19 360 Non-recourse Carveout No $7,500 $40,945
99 360 0 354 Non-recourse Carveout No $103,313 $0
100 360 20 360 Non-recourse Carveout No $3,125 $0
101 360 22 360 Non-recourse Carveout No $21,488 $497
102 360 0 355 Non-recourse Carveout No $0 $14,901
103 180 0 177 Non-recourse Carveout No $28,750 $1,014
104 360 0 358 Non-recourse Carveout No $0 $386
105 300 0 299 Non-recourse Carveout Yes $0 $0
106 360 0 356 Non-recourse Carveout No $0 $644
107 360 22 360 Non-recourse Carveout No $0 $0
108 360 0 358 Non-recourse Carveout No $0 $5,469
109 360 0 359 Non-recourse Carveout Yes $0 $0
110 360 0 354 Non-recourse Carveout No $50,775 $747
111 360 0 356 Non-recourse Carveout No $0 $7,855
112 360 0 355 Non-recourse Carveout No $2,125 $0
113 360 31 360 Non-recourse Carveout No $0 $547
114 360 11 360 Non-recourse Carveout No $19,375 $1,634
115 360 0 357 Non-recourse Carveout No $0 $2,600
116 360 23 360 Non-recourse Carveout No $0 $643
117 360 0 357 Non-recourse Carveout No $0 $747
118 NA 53 NA Non-recourse Carveout No $0 $100,000
119 NA 55 NA Non-recourse Carveout No $62,500 $426
120 360 19 360 Non-recourse Carveout No $0 $425
121 360 0 356 Non-recourse Carveout No $0 $0
122 360 22 360 Non-recourse Carveout No $0 $0
123 360 0 355 Non-recourse Carveout No $0 $7,688
124 360 0 359 Non-recourse Carveout No $0 $0
125 360 0 357 Non-recourse Carveout No $85,750 $322
126 360 0 355 Non-recourse Carveout No $0 $5,101
-----------------------------------------------------------------------------------------------------------------------------------
127 360 0 359 Non-recourse Carveout No $9,830 $27,939
127.01
127.02
-----------------------------------------------------------------------------------------------------------------------------------
128 360 6 360 Non-recourse Carveout No $0 $317
129 180 0 175 Non-recourse Carveout No $0 $0
130 300 0 295 Non-recourse Carveout No $844 $0
131 360 19 360 Non-recourse Carveout No $0 $218
132 360 0 357 Non-recourse Carveout No $0 $2,543
133 360 0 355 Non-recourse Carveout No $0 $874
134 360 0 358 Non-recourse Carveout No $0 $206
135 360 0 358 Non-recourse Carveout No $1,250 $0
136 360 0 356 Non-recourse Carveout No $0 $0
137 360 0 355 Non-recourse Carveout No $0 $0
138 360 0 355 Non-recourse Carveout No $0 $0
139 360 8 360 Non-recourse Carveout Yes $0 $5,000
140 360 0 355 Non-recourse Carveout No $0 $2,418
141 360 0 356 Non-recourse Carveout No $11,250 $0
142 360 0 355 Non-recourse Carveout No $0 $1,961
Ongoing
Actual Monthly Monthly Late
GCCFC 05-GG3 Replacement Upfront Monthly Tax Insurance Payment Grace Default Grace
Loan ID Reserves TI/LC TI/LC Escrow Escrow Day Period Period
1 $0 $0 $0 $0 $0 1 0 3 days for the first
occurrence in a
prior 12 month
period, otherwise 0.
2 $0 $0 $0 $0 $0 1 0 0
3 $15,457 $61,826 $61,826 $329,700 $44,182 6 0 0
4 $0 $0 $0 $0 $0 1 0 0
5 $0 $0 $0 $158,932 $12,141 1 0 0
6 $0 $0 $0 $0 $0 1 0 0
7 $0 $0 $0 $0 $0 1 1 1
8 $2,055 $6,851 $6,851 $35,631 $15,946 6 5 0
9 $2,925 $7,156 $7,156 $54,802 $26,892 6 5 0
------------------------------------------------------------------------------------------------------------------------------------
10 $19,135 $0 $0 $75,666 $43,737 6 5 0
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
------------------------------------------------------------------------------------------------------------------------------------
11 $14,055 $5,400,000 $0 $180,371 $15,739 6 0 0
12 $5,416 $25,000 $12,500 $95,000 $16,000 6 0 0
13 $0 $0 $0 $0 $0 1 5 5
14 $5,583 $3,626,937 $0 $0 $0 8 0 0
15 $7,940 $1,300,000 $50,000 $166,267 $18,891 6 0 0
16 $8,368 $537,429 $41,841 $133,473 $15,707 6 0 0
17 $0 $2,000,000 $0 $1 $1 6 5 0
18 $3,235 $0 $8,620 $0 $0 6 0 0
------------------------------------------------------------------------------------------------------------------------------------
19 $7,391 $0 $36,953 $30,803 $5,976 6 0 0
19.01
19.02
19.03
------------------------------------------------------------------------------------------------------------------------------------
20 $8,903 $25,000 $25,000 $53,779 $6,835 1 5 5
21 $74,963 $0 $0 $67,177 $15,196 6 0 0
22 $0 $8,947,005 $0 $31,516 $3,432 6 0 0
23 $6,028 $0 $0 $6,254 $6,776 1 5 5
24 $0 $1,885,500 $0 $1 $1 6 0 0
25 $3,618 $33,333 $33,333 $33,426 $7,002 1 5 5
26 $7,320 $1,711,449 $27,449 $89,997 $11,377 6 0 0
27 $2,127 $3,000,000 $0 $53,454 $3,429 6 0 0
28 $2,040 $20,833 $20,833 $45,529 $4,047 1 5 5
29 $0 $0 $0 $0 $0 6 0 0
30 $0 $0 $0 $19,733 $7,857 1 5 5
31 $632 $0 $0 $22,975 $1,495 1 5 5
32 $2,189 $1,381,418 $14,530 $16,100 $4,600 6 0 0
33 $2,996 $0 $5,417 $24,708 $880 1 0 0
34 $3,583 $466,622 $17,917 $36,640 $4,871 6 0 0
------------------------------------------------------------------------------------------------------------------------------------
35 $3,820 $250,000 $8,051 $50,700 $6,200 6 5 0
35.01
35.02
------------------------------------------------------------------------------------------------------------------------------------
36 $5,618 $2,027,840 $35,114 $32,474 $8,510 1 0 0
37 $595 $0 $12,873 $9,913 $1,420 6 0 0
38 $5,963 $750,000 $31,385 $62,413 $10,919 6 0 0
39 $709 $0 $11,132 $7,467 $1,170 6 0 0
40 $32,507 $0 $0 $33,483 $0 6 0 0
41 $1,191 $14,888 $7,444 $13,494 $1,204 6 0 0
42 $877 $12,500 $12,500 $11,016 $3,047 1 5 5
43 $4,375 $1,000,000 $58,782 $44,590 $2,834 6 0 0
44 $2,651 $568,952 $15,904 $14,002 $9,250 6 0 0
45 $641 $5,340 $5,340 $5,134 $6,821 1 5 5
46 $3,191 $10,636 $10,636 $33,000 $0 6 5 0
------------------------------------------------------------------------------------------------------------------------------------
47 $2,605 $3,333 $3,333 $23,051 $3,208 1 5 5
47.01
47.02
47.03
------------------------------------------------------------------------------------------------------------------------------------
48 $13,585 $0 $0 $22,340 $8,258 6 0 0
49 $2,934 $1,000,000 $0 $23,885 $4,935 6 0 0
50 $27,612 $0 $0 $42,671 $14,458 6 0 0
51 $700 $2,333 $2,333 $18,144 $1,000 6 5 0
------------------------------------------------------------------------------------------------------------------------------------
52 $2,231 $9,140 $9,140 $16,462 $3,430 6 0 0
52.01
52.02
------------------------------------------------------------------------------------------------------------------------------------
53 $1,736 $200,000 $6,942 $31,000 $1,600 6 0 0
54 $1,138 $120,125 $1,684 $26,243 $5,909 6 0 0
55 $1,832 $0 $0 $6,934 $2,562 1 5 5
56 $1,942 $6,250 $6,250 $16,894 $2,372 1 5 5
57 $192 $181,572 $3,286 $869 $932 6 0 0
58 $1,457 $0 $6,509 $17,060 $1,310 6 0 0
59 $1,684 $302,371 $6,250 $16,826 $1,188 1 5 5
60 $2,493 $2,917 $2,917 $9,013 $1,735 1 15 5
61 $1,729 $0 $0 $13,204 $2,447 1 5 5
62 $792 $0 $0 $2,742 $772 1 5 5
63 $1,078 $3,333 $3,333 $9,090 $1,838 1 5 5
64 $4,042 $0 $0 $12,986 $0 1 5 5
65 $994 $0 $2,319 $4,996 $3,627 6 0 0
------------------------------------------------------------------------------------------------------------------------------------
66 $1,900 $180,875 $7,400 $10,200 $1,900 1 0 0
66.01
66.02
------------------------------------------------------------------------------------------------------------------------------------
67 $0 $0 $3,333 $18,417 $1,289 1 5 5
68 $2,010 $1,000,000 $0 $19,270 $6,286 6 0 0
69 $0 $0 $0 $0 $0 6 0 0
70 $598 $4,116 $4,116 $9,612 $725 1 15 5
71 $655 $5,000 $5,000 $3,639 $1,042 1 5 5
72 $0 $210,243 $1,250 $5,700 $458 6 0 0
73 $2,756 $0 $0 $6,249 $4,950 6 0 0
74 $629 $4,167 $0 $4,124 $884 1 5 5
75 $560 $450,000 $0 $3,845 $1,196 6 0 0
76 $702 $5,667 $5,667 $9,042 $1,330 1 5 5
77 $1,743 $0 $0 $9,871 $2,007 1 5 5
78 $721 $0 $0 $26,011 $0 1 5 5
79 $0 $53,026 $0 $23,573 $0 6 0 0
----------------------------
80 $1,525 $225,000 $0 $9,166 $653 1 5 5
----------------------------
81 $1,513 $2,813 $2,813 $12,649 $2,927 1 5 5
82 $507 $0 $1,184 $8,045 $700 6 0 0
83 $2,215 $8,333 $8,333 $9,595 $1,621 1 5 5
84 $694 $0 $0 $4,400 $1,010 1 5 5
85 $1,087 $4,167 $4,167 $20,372 $0 1 5 5
86 $2,971 $40,000 $0 $9,815 $2,279 1 5 5
87 $0 $0 $2,083 $12,500 $836 1 5 5
88 $0 $150,000 $0 $0 $0 1 5 5
89 $356 $0 $1,186 $9,871 $1,531 6 0 0
90 $1,667 $400,000 $0 $6,822 $1,743 1 5 5
91 $496 $0 $0 $10,031 $1,359 6 0 0
92 $561 $4,134 $2,067 $7,764 $1,227 6 0 0
93 $2,176 $0 $0 $11,488 $0 6 0 0
94 $0 $4,167 $4,167 $18,081 $909 1 5 5
95 $482 $1,250 $1,250 $3,905 $1,309 1 5 5
96 $639 $200,000 $1,500 $8,909 $6,156 6 0 0
97 $483 $2,416 $2,416 $7,013 $947 1 5 5
98 $257 $3,833 $3,833 $3,386 $1,225 1 5 5
99 $1,569 $165,000 $3,137 $6,408 $2,153 6 0 0
100 $1,150 $426,000 $0 $17,568 $1,959 6 0 0
101 $497 $0 $0 $4,945 $1,347 1 5 5
102 $0 $62,000 $0 $0 $1,711 1 5 5
103 $1,014 $400,000 $0 $6,957 $685 1 5 5
104 $386 $0 $0 $2,052 $1,908 1 5 5
105 $0 $250,000 $0 $0 $0 1 15 5
106 $322 $2,912 $1,456 $3,149 $419 6 0 0
107 $0 $120,000 $0 $0 $0 1 5 5
108 $456 $0 $1,250 $8,540 $1,845 6 0 0
109 $0 $93,227 $1,667 $2,695 $833 1 5 5
110 $747 $300,000 $0 $8,303 $727 1 5 5
111 $0 $40,463 $0 $5,904 $0 6 0 0
112 $711 $50,000 $2,500 $2,753 $1,147 6 5 0
113 $547 $0 $0 $2,117 $2,617 1 5 5
114 $1,634 $100,000 $0 $7,788 $1,427 1 5 5
115 $867 $0 $2,827 $4,507 $1,796 6 0 0
116 $643 $126,000 $0 $2,661 $291 1 5 5
117 $374 $3,131 $1,566 $3,633 $673 6 0 0
118 $657 $120,575 $3,333 $3,335 $635 1 15 0
119 $426 $40,000 $1,667 $4,136 $457 1 5 5
120 $425 $0 $0 $1,167 $312 1 5 5
121 $539 $0 $2,917 $4,869 $314 6 5 0
122 $0 $120,000 $0 $0 $0 1 5 5
123 $0 $45,000 $0 $0 $2,415 1 5 5
124 $0 $0 $0 $0 $0 6 0 0
125 $322 $1,500 $1,500 $2,011 $1,468 1 5 5
126 $0 $26,522 $0 $3,898 $0 1 3 0
------------------------------------------------------------------------------------------------------------------------------------
127 $0 $0 $0 $4,181 $1,120 6 0 0
127.01
127.02
------------------------------------------------------------------------------------------------------------------------------------
128 $317 $667 $667 $1,138 $396 1 15 5
129 $0 $0 $0 $0 $0 1 5 5
130 $1,916 $0 $0 $3,603 $2,160 6 0 0
131 $218 $0 $0 $750 $232 1 5 5
132 $0 $0 $0 $2,163 $0 1 5 5
133 $437 $2,652 $1,326 $3,154 $1,294 6 0 0
134 $206 $1,000 $1,000 $1,719 $1,036 1 5 5
135 $160 $50,000 $833 $2,521 $657 6 0 0
136 $242 $35,000 $1,754 $3,406 $595 6 0 0
137 $833 $0 $0 $1,645 $919 6 0 0
138 $0 $0 $0 $0 $0 6 0 0
139 $0 $0 $0 $0 $383 1 5 5
140 $0 $1,092 $1,092 $1,669 $0 1 3 0
141 $516 $0 $899 $0 $0 6 0 0
142 $0 $10,465 $294 $885 $0 1 3 0
GCCFC 05-GG3 Environmental Cash O&M Units of
Loan ID Insurance Lockbox Management in Place Size Measure Originator
1 No Hard In Place No 493,706 sf Archon/Commerzbank
2 No Hard In Place No 536,890 sf Archon
3 No Hard Springing Yes 741915 sf GCFP
4 No Hard In Place No 1,299,522 sf Archon
5 No Hard In Place No 876,704 sf Archon
6 No Hard In Place No 700,908 sf Archon/Commerzbank
7 No Hard Springing No 732 Rooms Archon
8 No Hard Springing No 164425 sf GCFP
9 No Hard Springing Yes 160522 sf GCFP
------------------------------------------------------------------------------------------------------------------------------------
10 Soft In Place 1073 Units GCFP
10.01 No No 221 Units
10.02 No No 132 Units
10.03 No No 132 Units
10.04 No No 108 Units
10.05 No No 96 Units
10.06 No No 96 Units
10.07 No No 96 Units
10.08 No No 84 Units
10.09 No No 108 Units
------------------------------------------------------------------------------------------------------------------------------------
11 No Hard In Place Yes 843304 sf GCFP
12 No Hard In Place No 324955 sf GCFP
13 No Hard In Place No 374 Rooms Archon
14 No Hard In Place No 332955 sf Morgan Stanley
15 No Hard In Place No 477771 sf GCFP
16 No Hard Springing Yes 669462 sf GCFP
17 No Hard In Place Yes 299933 sf GCFP
18 No Hard Springing No 394018 sf GCFP
------------------------------------------------------------------------------------------------------------------------------------
19 Hard In Place 384291 sf GCFP
19.01 No No 147892 sf
19.02 No No 124498 sf
19.03 No No 111901 sf
------------------------------------------------------------------------------------------------------------------------------------
20 No No NAP Yes 427,351 sf Archon
21 No Hard Springing No 330 Rooms GCFP
22 No Hard Springing No 230800 sf GCFP
23 No No NAP Yes 233,532 sf Archon
24 No Hard In Place No 299224 sf GCFP
25 No No NAP No 434,136 sf Archon
26 No Hard Springing Yes 439190 sf GCFP
27 No Hard In Place No 127600 sf GCFP
28 No Hard Springing Yes 244,788 sf Archon
29 No Hard Springing No 395 Rooms GCFP
30 No No NAP No 342 Units Archon
31 No No NAP No 75,885 sf Archon
32 Yes Hard Springing Yes 138222 sf GCFP
33 No Hard Springing Yes 359540 sf GCFP
34 No Hard Springing No 215000 sf GCFP
------------------------------------------------------------------------------------------------------------------------------------
35 No NAP 229219 sf GCFP
35.01 No No 126186 sf
35.02 Yes Yes 103033 sf
------------------------------------------------------------------------------------------------------------------------------------
36 No Hard In Place No 337088 sf GCFP
37 No Hard Springing No 47639 sf GCFP
38 No Hard Springing No 477225 sf GCFP
39 No Hard Springing No 41341 sf GCFP
40 No Hard Springing No 122 Rooms GCFP
41 No No NAP No 71460 sf GCFP
42 No No NAP No 70,123 sf Archon
43 No Hard Springing Yes 164044 sf GCFP
44 No Hard Springing Yes 159039 sf GCFP
45 No No NAP No 64,076 sf Archon
46 No Soft Springing No 255267 sf GCFP
------------------------------------------------------------------------------------------------------------------------------------
47 No NAP 208,412 sf Archon
47.01 No No 108,739 sf
47.02 No No 57,673 sf
47.03 No No 42,000 sf
------------------------------------------------------------------------------------------------------------------------------------
48 No Soft Springing No 568 Units GCFP
49 No Hard Springing No 160062 sf GCFP
50 No Hard In Place No 304 Rooms GCFP
51 No Soft Springing No 56000 sf GCFP
------------------------------------------------------------------------------------------------------------------------------------
52 Soft Springing 133863 sf GCFP
52.01 No No 92997 sf
52.02 No No 40866 sf
------------------------------------------------------------------------------------------------------------------------------------
53 No Soft Springing Yes 83307 sf GCFP
54 No No NAP No 37406 sf GCFP
55 No No NAP No 109,905 sf Archon
56 No No NAP Yes 116,514 sf Archon
57 No No NAP No 14400 sf GCFP
58 No Soft Springing No 116579 sf GCFP
59 Yes No NAP No 96,244 sf Archon
60 No No NAP Yes 199,450 sf Archon
61 No No NAP Yes 71,478 sf Archon
62 No No NAP No 95,092 sf Archon
63 No No NAP No 65,385 sf Archon
64 No No NAP No 194 Units Archon
65 No No NAP No 79512 sf GCFP
------------------------------------------------------------------------------------------------------------------------------------
66 Hard Springing 88763 sf GCFP
66.01 No No 59560 sf
66.02 No No 29203 sf
------------------------------------------------------------------------------------------------------------------------------------
67 No No NAP No 44,200 sf Archon
68 No Hard Springing No 120577 sf GCFP
69 No Soft Springing No 115 Rooms GCFP
70 No No NAP No 71,813 sf Archon
71 No No NAP No 52,398 sf Archon
72 No No NAP No 21001 sf GCFP
73 No No NAP No 101 Rooms GCFP
74 No No NAP No 34,300 sf Archon
75 No Hard Springing No 45240 sf GCFP
76 No No NAP No 56,161 sf Archon
77 No No NAP No 69,706 sf Archon
78 No No NAP No 57,639 sf Archon
79 No No NAP No 107371 sf GCFP
80 No No NAP No 83,200 sf Archon
81 No No NAP No 95,584 sf Archon
82 No Hard Springing No 40592 sf GCFP
83 No No NAP Yes 106,304 sf Archon
84 No No NAP No 83,300 sf Archon
85 No No NAP No 68,624 sf Archon
86 No No NAP Yes 79,238 sf Archon
87 No No NAP No 30,000 sf Archon
88 No No NAP No 28,179 sf Archon
89 No No NAP No 28452 sf GCFP
90 No No NAP Yes 127,500 sf Archon
91 No No NAP No 29762 sf GCFP
92 No No NAP No 25877 sf GCFP
93 No No NAP No 21516 sf GCFP
94 No No NAP No 124,929 sf Archon
95 No No NAP No 38,555 sf Archon
96 No No NAP No 40055 sf GCFP
97 No No NAP No 38,654 sf Archon
98 No No NAP No 30,786 sf Archon
99 No No NAP No 125490 sf GCFP
100 No Hard Springing No 68994 sf GCFP
101 No No NAP No 45,842 sf Archon
102 No No NAP No 56,989 sf Archon
103 No No NAP Yes 50,722 sf Archon
104 No No NAP No 46,375 sf Archon
105 No No NAP No 61,648 sf Archon
106 No No NAP No 25725 sf GCFP
107 No No NAP No 22,270 sf Archon
108 No No NAP No 36460 sf GCFP
109 No No NAP No 23,208 sf Archon
110 No No NAP No 44,790 sf Archon
111 No No NAP No 31421 sf GCFP
112 No No NAP No 34135 sf GCFP
113 No No NAP No 65,674 sf Archon
114 No No NAP No 78,408 sf Archon
115 No No NAP No 41598 sf GCFP
116 No No NAP No 35,097 sf Archon
117 No No NAP No 29900 sf GCFP
118 No No NAP No 52575 sf GCFP
119 No No NAP No 25,544 sf Archon
120 No No NAP No 34,000 sf Archon
121 No No NAP No 32310 sf GCFP
122 No No NAP No 17,500 sf Archon
123 No No NAP No 51,331 sf Archon
124 Yes No NAP No 14955 sf GCFP
125 No No NAP No 38,450 sf Archon
126 No No NAP No 20403 sf GCFP
------------------------------------------------------------------------------------------------------------------------------------
127 No NAP 34 Units GCFP
127.01 No No 21 Units
127.02 No No 13 Units
------------------------------------------------------------------------------------------------------------------------------------
128 No No NAP No 25,840 sf Archon
129 No No NAP No 56,280 sf Archon
130 No No NAP No 487 Units GCFP
131 No No NAP No 26,200 sf Archon
132 No No NAP No 8,371 sf Archon
133 No No NAP No 18715 sf GCFP
134 No No NAP No 24,712 sf Archon
135 No No NAP No 12800 sf GCFP
136 No No NAP No 14513 sf GCFP
137 No No NAP No 40 Units GCFP
138 No No NAP No 10908 sf GCFP
139 No No NAP No 25 Units Archon
140 No No NAP No 9672 sf GCFP
141 No No NAP No 35942 sf GCFP
142 No No NAP No 7844 sf GCFP
GCCFC GCFP
05-GG3 Control_ GCFP Loan Property General
Loan ID Number Loan ID Name Name Property Type
3 04-0773 04-0773 1440 Broadway 1440 Broadway Office
8 04-0662 04-0662 Shops at Wailea Shops at Wailea Retail
9 04-0975 04-0975 Waikiki Galleria Waikiki Galleria Office
------------------------------------------------------------------------------------------------------------------------------------
10 04-1136 04-1136 Place Properties Portfolio Place Properties Portfolio
10.01 04-1136 04-1136 Clayton Place Clayton Place Multifamily
10.02 04-1136 04-1136 River Place River Place Multifamily
10.03 04-1136 04-1136 Jacksonville Place Jacksonville Place Multifamily
10.04 04-1136 04-1136 Troy Place Troy Place Multifamily
10.05 04-1136 04-1136 Martin Place Martin Place Multifamily
10.06 04-1136 04-1136 Cape Place Cape Place Multifamily
10.07 04-1136 04-1136 Clemson Place Clemson Place Multifamily
10.08 04-1136 04-1136 Macon Place Macon Place Multifamily
10.09 04-1136 04-1136 Murray Place Murray Place Multifamily
------------------------------------------------------------------------------------------------------------------------------------
11 04-1007 04-1007 1700 Market Street 1700 Market Street Office
12 04-0140 04-0140 2040 Main Street 2040 Main Street Office
14 04-1247 04-1247 1370 Avenue of the Americas 1370 Avenue of the Americas Office
15 04-1228 04-1228 One South Street One South Street Office
16 04-0744 04-0744 South Park Mall South Park Mall Retail
17 04-0449 04-0449 Village at Orange Village at Orange Retail
18 04-0826 04-0826 Mayfaire Town Center Mayfaire Town Center Retail
------------------------------------------------------------------------------------------------------------------------------------
19 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio Birtcher/Charlesbank Office Portfolio
19.01 04-0829 04-0829 Park Tower Park Tower Office
19.02 04-0829 04-0829 801 Civic Center Drive 801 Civic Center Drive Office
19.03 04-0829 04-0829 Transit Tower Transit Tower Office
------------------------------------------------------------------------------------------------------------------------------------
21 04-1347 04-1347 Hilton Nashville Downtown Hilton Nashville Downtown Hospitality
22 04-1143 04-1143 3100 Thornton 3100 Thornton Office
24 04-1435 04-1435 Olathe Station Olathe Station Retail
26 04-0917 04-0917 Executive Campus Executive Campus Office
27 04-0551 04-0551 1341 G Street 1341 G Street Office
29 04-1086 04-1086 Hyatt Regency Albuquerque Hyatt Regency Albuquerque Hospitality
32 04-1059 04-1059 Irvine Technology Center-I Irvine Technology Center-I Office
33 04-0276 04-0276 2470 Highcrest Road 2470 Highcrest Road Office
34 04-1229 04-1229 Lee Farm Corporate Center Lee Farm Corporate Center Office
------------------------------------------------------------------------------------------------------------------------------------
35 04-1085 04-1085 Mills Pointe/Arapahoe Village Portfolio Mills Pointe/Arapahoe Village Portfolio
35.01 04-1085 04-1085 Mills Pointe Mills Pointe Retail
35.02 04-1085 04-1085 Arapaho Village Arapaho Village Retail
------------------------------------------------------------------------------------------------------------------------------------
36 03-0873 03-0873 St Louis Place St Louis Place Office
37 04-1158 04-1158 Portofino Plaza Portofino Plaza Office
38 04-0904 04-0904 500 East 84th Avenue 500 East 84th Avenue Office
39 04-1157 04-1157 Piazza Del Sol Piazza Del Sol Office
40 04-0787 04-0787 Hotel Burnham Hotel Burnham Hospitality
41 04-0862 04-0862 Magnolia Village Magnolia Village Office
43 04-0948 04-0948 Capitol Center Capitol Center Office
44 04-0809 04-0809 Seattle Tower Seattle Tower Office
46 04-0945 04-0945 New Loudon Center New Loudon Center Retail
48 04-0522 04-0522 North Mountain Village Apartments North Mountain Village Apartments Multifamily
49 04-1290 04-1290 Prospect Place Office Prospect Place Office Office
50 04-0889 04-0889 Radisson Metrodome Radisson Metrodome Hospitality
51 04-0778 04-0778 Waynechester Plaza Waynechester Plaza Retail
------------------------------------------------------------------------------------------------------------------------------------
52 04-0747 04-0747 Dack Portfolio Dack Portfolio
52.01 04-0747 04-0747 Energy Park I & II Energy Park I & II Office
52.02 04-0747 04-0747 Maryland Way Maryland Way Office
------------------------------------------------------------------------------------------------------------------------------------
53 04-0731 04-0731 711 Atlantic Avenue 711 Atlantic Avenue Office
54 04-0857 04-0857 The Plaza at Encinitas Ranch The Plaza at Encinitas Ranch Retail
57 04-0794 04-0794 Fremont Moreno Center Fremont Moreno Center Retail
58 04-0311 04-0311 Pleasant Valley Pleasant Valley Office
65 04-1205 04-1205 Northfield Commons Northfield Commons Retail
------------------------------------------------------------------------------------------------------------------------------------
66 04-0282 04-0282 Fairfield Office Portfolio Fairfield Office Portfolio
66.01 04-0282 04-0282 777 Commerce Drive 777 Commerce Drive Office
66.02 04-0282 04-0282 1375 Kings Highway East 1375 Kings Highway East Office
------------------------------------------------------------------------------------------------------------------------------------
68 04-1073 04-1073 1420 Harbor Bay Parkway 1420 Harbor Bay Parkway Office
69 04-0970 04-0970 Hampton Inn Camarillo Hampton Inn Camarillo Hospitality
72 04-0928 04-0928 Pasadena Collection Pasadena Collection Retail
73 04-1255 04-1255 Towneplace Suites by Marriott, San Jose Towneplace Suites by Marriott, San Jose Hospitality
75 04-0648 04-0648 Eastwind Shopping Center Eastwind Shopping Center Retail
79 04-1142 04-1142 Quail Vista Quail Vista Industrial
82 04-1282 04-1282 Polaris Retail Center Polaris Retail Center Retail
89 04-1234 04-1234 Eagle Mountain Shopping Center Eagle Mountain Shopping Center Retail
91 04-0730 04-0730 6312 Nagle Avenue 6312 Nagle Avenue Retail
92 04-1263 04-1263 Laguna Plaza Laguna Plaza Retail
93 04-0937 04-0937 Pacific Pointe Pacific Pointe Office
96 04-0029 04-0029 Sopra Centre Sopra Centre Office
99 04-0776 04-0776 Corporate Exchange Center Corporate Exchange Center Office
100 04-0982 04-0982 100 Bank Street 100 Bank Street Office
106 04-1043 04-1043 Smart & Final Center Smart & Final Center Retail
108 04-1185 04-1185 Peachtree City Marketplace Peachtree City Marketplace Retail
111 04-0738 04-0738 Quail Corners South Quail Corners South Office
112 04-0997 04-0997 Rockwest I Rockwest I Retail
115 04-1140 04-1140 Parkway Commons Office Building Parkway Commons Office Building Office
117 04-0944 04-0944 Vestridge Commons Vestridge Commons Retail
118 03-0617 03-0617 Eastgate Center Eastgate Center Retail
121 03-0655 03-0655 Northpark One Northpark One Office
124 04-1135 04-1135 Walgreens Pleasant Hill Walgreens Pleasant Hill Retail
126 04-0737 04-0737 Quail Corners South - Phase III Quail Corners South - Phase III Office
------------------------------------------------------------------------------------------------------------------------------------
127 04-1265 04-1265 Arbo Portfolio Arbo Portfolio
127.01 04-1265 04-1265 440 West 5th Street 440 West 5th Street Multifamily
127.02 04-1265 04-1265 1254 East 1st Street 1254 East 1st Street Multifamily
------------------------------------------------------------------------------------------------------------------------------------
130 04-0620 04-0620 Wood River Mini Storage Wood River Mini Storage Self-Storage
133 04-0733 04-0733 Plaza El Portal Plaza El Portal Retail
135 04-1078 04-1078 Clearview Parkway Shopping Center Clearview Parkway Shopping Center Retail
136 04-1115 04-1115 Brookside Building Brookside Building Office
137 04-0906 04-0906 826 South Hobart Boulevard 826 South Hobart Boulevard Multifamily
138 04-0816 04-0816 CVS, Lancaster CVS, Lancaster Retail
140 04-0740 04-0740 Quail Court Quail Court Office
141 04-0909 04-0909 12407 Sowden Road 12407 Sowden Road Industrial
142 04-0736 04-0736 689 Sierra Rose Drive 689 Sierra Rose Drive Office
3-C 04-0773 04-0773 1440 Broadway 1440 Broadway
8-C 04-0662 04-0662 Shops at Wailea Shops at Wailea
12-C 04-0140 04-0140 2040 Main Street 2040 Main Street
14-C 04-1247 04-1247 1370 Avenue of the Americas 1370 Avenue of the Americas
19-C 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio Birtcher/Charlesbank Office Portfolio
GCCFC
05-GG3 Detailed Zip
Loan ID Property Type Address City County State Code
3 General Urban 1440 Broadway New York New York New York 10018
8 Regional Mall 3750 Wailea Alanui Drive Wailea Maui Hawaii 96753
9 General Urban 2222 and 2224 Kalakaua Avenue Honolulu Honolulu Hawaii 96815
------------------------------------------------------------------------------------------------------------------------------------
10
10.01 Student Housing 5809 North Lake Drive Morrow Clayton Georgia 30260
10.02 Student Housing 915 Lovvorn Road Carrollton Carroll Georgia 30117
10.03 Student Housing 331 Nisbet Street NW Jacksonville Calhoun Alabama 36265
10.04 Student Housing 100 Gibbs Street Troy Pike Alabama 36081
10.05 Student Housing 237 West Peach Street Martin Weakley Tennessee 38237
10.06 Student Housing 1710 North Sprigg Street Cape Girardeau Cape Girardeau Missouri 63701
10.07 Student Housing 133 Clemson Place Circle Clemson Pickens South Carolina 29631
10.08 Student Housing 5091 Ivey Drive Macon Bibb Georgia 31206
10.09 Student Housing 1700 Lowes Drive Murray Calloway Kentucky 42071
------------------------------------------------------------------------------------------------------------------------------------
11 General Urban 1700 Market Street Philadelphia Philadelphia Pennsylvania 19103
12 General Suburban 2040 Main Street Irvine Orange California 92614
14 General Urban 1370 Avenue of the Americas New York New York New York 10019
15 General Urban One South Street Baltimore Baltimore Maryland 21201
16 Regional Mall 2310 SW Military Parkway San Antonio Bexar Texas 78224
17 Regional Mall 1500 East Village Way Orange Orange California 92865
18 Regional Mall Military Cutoff Road Wilmington New Hanover North Carolina 28405
------------------------------------------------------------------------------------------------------------------------------------
19
19.01 General Urban 200 Santa Ana Boulevard Santa Ana Orange California 92701
19.02 General Urban 801 Civic Center Drive Santa Ana Orange California 92701
19.03 General Urban 405 West 5th Street Santa Ana Orange California 92701
------------------------------------------------------------------------------------------------------------------------------------
21 Full Service 121 Fourth Avenue South Nashville Davidson Tennessee 37201
22 General Suburban 3100 Thornton Burbank Los Angeles California 91504
24 Anchored 15345 West 119th Street (P1);
12075 South Strang Line Road (P2) Olathe Johnson Kansas 66062
26 General Suburban 3 Executive Campus Cherry Hill Camden New Jersey 08002
27 General Urban 1341 G Street Washington District of District of
Columbia Columbia 20005
29 Full Service 330 Tijeras Avenue, NW Albuquerque Bernalillo New Mexico 87102
32 R & D 18871 Teller Avenue, 18872 & 18902
Bardeen Avenue, and 2525 & 2601
Campus Drive Irvine Orange California 92612
33 General Suburban 2470 Highcrest Road Roseville Ramsey Minnesota 55113
34 General Suburban 83 Wooster Heights Road Danbury Fairfield Connecticut 06810
------------------------------------------------------------------------------------------------------------------------------------
35
35.01 Anchored 2810 E Trinity Mills Road Carrollton Dallas Texas 75006
35.02 Anchored 819 West Arapaho Road Richardson Dallas Texas 75080
------------------------------------------------------------------------------------------------------------------------------------
36 General Urban 200 North Broadway St Louis St. Louis Missouri 63101
37 General Suburban 1401 Ocean Avenue Santa Monica Los Angeles California 90401
38 General Suburban 500 East 84th Street Thornton Adams Colorado 80229
39 General Urban 8439 West Sunset Boulevard West Hollywood Los Angeles California 90069
40 Full Service 1 West Washington Street Chicago Cook Illinois 60602
41 General Urban 6900 South McCarran Boulevard Reno Washoe Nevada 89509
43 General Urban 919 Congress Avenue Austin Travis Texas 78701
44 General Urban 1218 Third Avenue Seattle King Washington 98101
46 Anchored 873 New Loudon Road Latham Albany New York 12110
48 Garden 3333 West Thunderbird Road Phoenix Maricopa Arizona 85053
49 General Suburban 3111 S. Dixie Highway West Palm Beach Palm Beach Florida 33401
50 Full Service 615 Washington Avenue SE Minneapolis Hennepin Minnesota 55414
51 Anchored 1600-1660 Route 23 North Wayne Passaic New Jersey 07470
------------------------------------------------------------------------------------------------------------------------------------
52
52.01 General Suburban 377 & 381 Riverside Drive Franklin Williamson Tennessee 37064
52.02 General Suburban 5300 Maryland Way Brentwood Williamson Tennessee 37027
------------------------------------------------------------------------------------------------------------------------------------
53 General Urban 711 Atlantic Avenue Boston Suffolk Massachusetts 02111
54 Shadow Anchored 1560 Leucadia Boulevard Encinitas San Diego California 92024
57 Unanchored 1241-1249 Third Street Santa Monica Los Angeles California 90401
58 General Suburban 2401 Pleasant Valley Road York York Pennsylvania 17402
65 Anchored 2105 S. Boulevard West Troy Oakland Michigan 48098
------------------------------------------------------------------------------------------------------------------------------------
66
66.01 General Suburban 777 Commerce Drive Fairfield Fairfield Connecticut 06430
66.02 General Suburban 1375 Kings Highway East Fairfield Fairfield Connecticut 06430
------------------------------------------------------------------------------------------------------------------------------------
68 General Suburban 1420 Harbor Bay Parkway Alameda Alameda California 94502
69 Limited Service 50 West Daily Drive Camarillo Ventura California 93010
72 Unanchored 175 S. Lake Avenue & 825 Cordova Street Pasadena Los Angeles California 91101
73 Limited Service 440 Sarasota Avenue San Jose Santa Clara California 95129
75 Anchored 2381 East Windmill Lane Las Vegas Clark Nevada 89123
79 Warehouse 4690 Longley Lane Reno Washoe Nevada 89502
82 Anchored 8655 - 8671 Lyra Drive Columbus Delaware Ohio 43240
89 Anchored 14835 East Shea Boulevard Fountain Hills Maricopa Arizona 85268
91 Shadow Anchored 6312 Nagle Avenue Chicago Cook Illinois 60646
92 Unanchored 1130 and 1142 Fremont Boulevard Seaside Monterey California 93955
93 General Urban 2108 North Pacific Street Seattle King Washington 98103
96 General Urban 110 East Atlantic Avenue Delray Beach Palm Beach Florida 33444
99 General Suburban 12502 - 12503 Exchange Drive Stafford Fort Bend Texas 77477
100 General Urban 100 Bank Street Burlington Chittenden Vermont 05401
106 Anchored 2828 West Thunderbird Road Phoenix Maricopa Arizona 85053
108 Anchored 225 Marketplace Connector Peachtree City Fayette Georgia 30269
111 General Suburban 609, 615, 665 and 691 Sierra Rose Drive Reno Washoe Nevada 89511
112 Unanchored 1183-1207 Howell Mill Road Atlanta Fulton Georgia 30318
115 General Suburban 13900 North Portland Avenue Oklahoma City Oklahoma Oklahoma 73134
117 Unanchored 1360 Montgomery Highway Vestavia Jefferson Alabama 35216
118 Anchored 4001 Wake Forest Road Raleigh Wake North Carolina 27609
121 General Suburban 135 North Park Place Stockbridge Henry Georgia 30281
124 Single Tenant 721 Gregory Lane Pleasant Hill Contra Costa California 94523
126 General Suburban 630, 670 and 690 Sierra Rose Drive Reno Washoe Nevada 89511
------------------------------------------------------------------------------------------------------------------------------------
127
127.01 Garden 440 East 5th Street Long Beach Los Angeles California 90802
127.02 Garden 1254 East 1st Street Long Beach Los Angeles California 90802
------------------------------------------------------------------------------------------------------------------------------------
130 General, units only 11819 State Highway 75 Hailey Blaine Idaho 83333
133 Unanchored 3020 Santa Rosa Avenue Santa Rosa Sonoma California 95407
135 Unanchored 4301-4307 Clearview Parkway @
W. Esplanade Metairie Jefferson Louisiana 70006
136 General Suburban 3461 Brookside Road Stockton San Joaquin California 95219
137 Conventional 826 South Hobart Boulevard Los Angeles Los Angeles California 90005
138 Single Tenant 1225 North Bluegrove Road Lancaster Dallas Texas 75146
140 General Suburban 6770 South McCarran Boulevard Reno Washoe Nevada 89509
141 Warehouse 12407 Sowden Road Houston Harris Texas 77080
142 General Suburban 689 Sierra Rose Drive Reno Washoe Nevada 89511
3-C
8-C
12-C
14-C
19-C
Stated
Original Remaining
GCCFC Cut-off Monthly Gross Term to Term to
05-GG30 Original Date Debt Interest Maturity Maturity
Loan ID Balance Balance Service Rate Seasoning (mos.) (mos.)
3 $225,000,000 $225,000,000.00 $1,336,285.31 5.9120% 0 120 120
8 $112,000,000 $112,000,000.00 $682,335.54 6.1500% 4 120 116
9 $100,000,000 $100,000,000.00 $575,656.40 5.6250% 2 120 118
-------------------------------------------------------------------------------------------------------------------------
10 $98,660,000 $98,660,000.00 $536,745.80 6.4390% 2 60 58
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
-------------------------------------------------------------------------------------------------------------------------
11 $88,900,000 $88,900,000.00 $496,153.06 5.3450% 3 84 81
12 $76,000,000 $75,776,163.02 $490,411.26 6.7000% 4 120 116
14 $67,500,000 $67,500,000.00 $700,343.75 5.5260% 2 120 118
15 $65,000,000 $65,000,000.00 $370,900.13 5.5450% 2 120 118
16 $64,000,000 $64,000,000.00 $394,569.47 5.8800% 4 120 116
17 $60,050,000 $60,050,000.00 $278,037.06 5.4800% 3 84 81
18 $52,000,000 $52,000,000.00 $304,151.95 5.7710% 1 120 119
-------------------------------------------------------------------------------------------------------------------------
19 $48,200,000 $48,200,000.00 $312,816.54 6.7560% 6 84 78
19.01
19.02
19.03
-------------------------------------------------------------------------------------------------------------------------
21 $36,000,000 $35,896,706.86 $218,926.77 5.4000% 2 120 118
22 $35,700,000 $35,700,000.00 $199,576.20 5.3600% 2 120 118
24 $33,150,000 $33,150,000.00 $180,599.43 5.1300% 1 84 83
26 $30,000,000 $30,000,000.00 $182,089.20 6.1150% 1 120 119
27 $28,000,000 $28,000,000.00 $169,226.25 6.0750% 5 120 115
29 $23,800,000 $23,694,569.16 $145,386.31 5.4460% 3 84 81
32 $21,000,000 $21,000,000.00 $128,346.07 6.1800% 2 120 118
33 $20,860,000 $20,679,031.01 $114,544.53 5.2000% 8 120 112
34 $20,250,000 $20,215,329.01 $119,928.80 5.8860% 2 120 118
-------------------------------------------------------------------------------------------------------------------------
35 $20,170,000 $20,170,000.00 $112,381.01 5.3300% 2 120 118
35.01
35.02
-------------------------------------------------------------------------------------------------------------------------
36 $20,000,000 $19,877,689.35 $120,914.89 6.0780% 7 84 77
37 $19,480,000 $19,480,000.00 $108,657.73 5.3400% 2 120 118
38 $19,000,000 $19,000,000.00 $109,110.95 5.6030% 1 60 59
39 $17,520,000 $17,520,000.00 $97,725.03 5.3400% 2 120 118
40 $17,400,000 $17,360,516.87 $118,575.62 6.6000% 2 120 118
41 $17,200,000 $17,144,612.00 $107,024.54 6.3500% 4 120 116
43 $16,500,000 $16,472,187.03 $98,353.72 5.9460% 2 84 82
44 $15,675,000 $15,675,000.00 $88,627.57 5.4620% 2 84 82
46 $15,000,000 $15,000,000.00 $86,443.19 5.6350% 5 120 115
48 $15,000,000 $14,937,314.07 $82,830.56 5.2500% 4 120 116
49 $14,800,000 $14,800,000.00 $86,839.45 5.8000% 0 120 120
50 $14,500,000 $14,406,706.35 $96,100.70 6.3000% 5 60 55
51 $14,200,000 $14,200,000.00 $81,949.53 5.6480% 3 120 117
-------------------------------------------------------------------------------------------------------------------------
52 $14,000,000 $14,000,000.00 $85,291.94 6.1500% 2 120 118
52.01
52.02
-------------------------------------------------------------------------------------------------------------------------
53 $13,750,000 $13,689,093.11 $83,262.12 6.0930% 5 84 79
54 $13,700,000 $13,631,695.90 $78,389.85 5.5700% 5 96 91
57 $12,500,000 $12,454,689.81 $73,862.35 5.8650% 4 120 116
58 $12,000,000 $11,964,671.51 $68,685.31 5.5730% 3 120 117
65 $10,050,000 $10,040,511.62 $56,999.76 5.4900% 1 120 119
-------------------------------------------------------------------------------------------------------------------------
66 $10,000,000 $10,000,000.00 $52,891.20 6.2600% 7 60 53
66.01
66.02
-------------------------------------------------------------------------------------------------------------------------
68 $9,500,000 $9,472,403.79 $54,729.35 5.6320% 3 84 81
69 $9,000,000 $8,963,662.56 $57,833.18 5.9720% 3 120 117
72 $8,630,000 $8,630,000.00 $48,137.38 5.3400% 1 120 119
73 $8,600,000 $8,589,215.82 $55,884.01 6.0900% 1 120 119
75 $8,450,000 $8,450,000.00 $50,933.97 6.0500% 5 84 79
79 $8,000,000 $7,978,405.89 $47,707.18 5.9500% 3 120 117
82 $7,500,000 $7,492,545.25 $41,554.75 5.2800% 1 120 119
89 $6,650,000 $6,643,891.53 $38,176.25 5.6000% 1 120 119
91 $6,446,000 $6,446,000.00 $40,534.20 6.3400% 2 84 82
92 $6,342,000 $6,342,000.00 $36,168.50 5.5400% 0 120 120
93 $6,225,000 $6,207,358.40 $36,287.87 5.7400% 3 120 117
96 $5,900,000 $5,872,371.39 $34,806.52 5.8500% 5 84 79
99 $5,650,000 $5,618,061.30 $33,090.41 5.7830% 6 120 114
100 $5,600,000 $5,600,000.00 $33,118.96 5.8730% 4 120 116
106 $4,900,000 $4,881,052.62 $28,098.98 5.5900% 4 120 116
108 $4,750,000 $4,741,009.68 $26,940.18 5.4900% 2 120 118
111 $4,600,000 $4,584,050.90 $27,727.37 6.0500% 4 120 116
112 $4,500,000 $4,477,959.31 $25,975.61 5.6500% 5 120 115
115 $4,000,000 $3,988,651.00 $23,304.81 5.7350% 3 120 117
117 $3,850,000 $3,838,920.35 $22,279.59 5.6730% 3 120 117
118 $3,800,000 $3,800,000.00 $19,745.49 6.1500% 7 60 53
121 $3,550,000 $3,536,754.86 $20,701.05 5.7430% 4 120 116
124 $3,400,000 $3,397,088.41 $20,112.28 5.8750% 1 120 119
126 $3,000,000 $2,986,578.72 $18,083.07 6.0500% 5 120 115
-------------------------------------------------------------------------------------------------------------------------
127 $2,900,000 $2,897,463.50 $17,002.91 5.7930% 1 120 119
127.01
127.02
-------------------------------------------------------------------------------------------------------------------------
130 $2,700,000 $2,682,156.89 $17,644.54 6.1500% 5 120 115
133 $2,598,000 $2,586,800.55 $15,928.81 6.2100% 5 120 115
135 $2,500,000 $2,495,174.08 $14,053.88 5.4100% 2 120 118
136 $2,200,000 $2,191,433.69 $12,574.30 5.5600% 4 120 116
137 $2,025,000 $2,015,158.82 $11,733.87 5.6850% 5 120 115
138 $2,000,000 $1,991,921.16 $12,621.64 6.4850% 5 120 115
140 $1,425,000 $1,419,034.82 $8,852.90 6.3350% 5 120 115
141 $1,125,000 $1,120,740.09 $6,515.25 5.6800% 4 120 116
142 $1,125,000 $1,119,978.60 $6,788.40 6.0600% 5 120 115
3-C $15,000,000 $15,000,000.00 $1,336,285.31 5.9120% 0 120 120
8-C $8,000,000 $8,000,000.00 $682,335.54 6.1500% 4 120 116
12-C $12,000,000 $11,964,657.32 $490,411.26 6.7000% 4 120 116
14-C $82,500,000 $82,500,000.00 $700,343.75 5.5260% 2 120 118
19-C $48,200,000 $48,200,000.00 $312,816.54 6.7560% 6 84 78
Interest
Original Accrual
GCCFC Interest Original Remaining Remaining Method Master Primary
05-GG30 Only Amortization Interest Only Amortization (Actual/360 Administrative Servicing Servicing
Loan ID Term (mos.) Term (mos.) Period (mos.) Term (mos.) or 30/360) Fee Rate Fee Fee
3 36 360 36 360 Actual/360 0.0206% 0.0100% 0.0100%
8 59 360 55 360 Actual/360 0.0206% 0.0100% 0.0100%
9 47 360 45 360 Actual/360 0.0206% 0.0100% 0.0100%
------------------------------------------------------------------------------------------------------------------------------------
10 60 NA 58 NA Actual/360 0.0206% 0.0100% 0.0100%
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
------------------------------------------------------------------------------------------------------------------------------------
11 48 360 45 360 Actual/360 0.0206% 0.0100% 0.0100%
12 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100%
14 120 NA 118 NA Actual/360 0.0406% 0.0100% 0.0300%
15 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100%
16 59 324 55 324 Actual/360 0.0206% 0.0100% 0.0100%
17 84 NA 81 NA Actual/360 0.0206% 0.0100% 0.0100%
18 12 360 11 360 Actual/360 0.0506% 0.0100% 0.0400%
------------------------------------------------------------------------------------------------------------------------------------
19 24 360 18 360 Actual/360 0.0206% 0.0100% 0.0100%
19.01
19.02
19.03
------------------------------------------------------------------------------------------------------------------------------------
21 0 300 0 298 Actual/360 0.0206% 0.0100% 0.0100%
22 7 360 5 360 Actual/360 0.0206% 0.0100% 0.0100%
24 48 360 47 360 Actual/360 0.0206% 0.0100% 0.0100%
26 24 360 23 360 Actual/360 0.0206% 0.0100% 0.0100%
27 60 360 55 360 Actual/360 0.0706% 0.0100% 0.0600%
29 0 300 0 297 Actual/360 0.0206% 0.0100% 0.0100%
32 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100%
33 0 360 0 352 Actual/360 0.0206% 0.0100% 0.0100%
34 0 360 0 358 Actual/360 0.0206% 0.0100% 0.0100%
------------------------------------------------------------------------------------------------------------------------------------
35 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100%
35.01
35.02
------------------------------------------------------------------------------------------------------------------------------------
36 0 360 0 353 Actual/360 0.0706% 0.0100% 0.0600%
37 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100%
38 24 360 23 360 Actual/360 0.0206% 0.0100% 0.0100%
39 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100%
40 0 300 0 298 Actual/360 0.0206% 0.0100% 0.0100%
41 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100%
43 0 360 0 358 Actual/360 0.0206% 0.0100% 0.0100%
44 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100%
46 23 360 18 360 Actual/360 0.0206% 0.0100% 0.0100%
48 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100%
49 0 360 0 360 Actual/360 0.0206% 0.0100% 0.0100%
50 0 300 0 295 Actual/360 0.0206% 0.0100% 0.0100%
51 12 360 9 360 Actual/360 0.0206% 0.0100% 0.0100%
------------------------------------------------------------------------------------------------------------------------------------
52 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100%
52.01
52.02
------------------------------------------------------------------------------------------------------------------------------------
53 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100%
54 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100%
57 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100%
58 0 360 0 357 Actual/360 0.0206% 0.0100% 0.0100%
65 0 360 0 359 Actual/360 0.0206% 0.0100% 0.0100%
------------------------------------------------------------------------------------------------------------------------------------
66 60 NA 53 NA Actual/360 0.0206% 0.0100% 0.0100%
66.01
66.02
------------------------------------------------------------------------------------------------------------------------------------
68 0 360 0 357 Actual/360 0.0206% 0.0100% 0.0100%
69 0 300 0 297 Actual/360 0.0206% 0.0100% 0.0100%
72 24 360 23 360 Actual/360 0.0206% 0.0100% 0.0100%
73 0 300 0 299 Actual/360 0.0206% 0.0100% 0.0100%
75 48 360 43 360 Actual/360 0.0206% 0.0100% 0.0100%
79 0 360 0 357 Actual/360 0.0206% 0.0100% 0.0100%
82 0 360 0 359 Actual/360 0.0206% 0.0100% 0.0100%
89 0 360 0 359 Actual/360 0.0206% 0.0100% 0.0100%
91 12 348 10 348 Actual/360 0.0206% 0.0100% 0.0100%
92 0 360 0 360 Actual/360 0.0206% 0.0100% 0.0100%
93 0 360 0 357 Actual/360 0.0206% 0.0100% 0.0100%
96 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100%
99 0 360 0 354 Actual/360 0.0206% 0.0100% 0.0100%
100 24 360 20 360 Actual/360 0.0206% 0.0100% 0.0100%
106 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100%
108 0 360 0 358 Actual/360 0.0206% 0.0100% 0.0100%
111 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100%
112 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100%
115 0 360 0 357 Actual/360 0.0206% 0.0100% 0.0100%
117 0 360 0 357 Actual/360 0.0206% 0.0100% 0.0100%
118 60 NA 53 NA Actual/360 0.0206% 0.0100% 0.0100%
121 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100%
124 0 360 0 359 Actual/360 0.0206% 0.0100% 0.0100%
126 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100%
------------------------------------------------------------------------------------------------------------------------------------
127 0 360 0 359 Actual/360 0.0206% 0.0100% 0.0100%
127.01
127.02
------------------------------------------------------------------------------------------------------------------------------------
130 0 300 0 295 Actual/360 0.0906% 0.0100% 0.0800%
133 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100%
135 0 360 0 358 Actual/360 0.0206% 0.0100% 0.0100%
136 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100%
137 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100%
138 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100%
140 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100%
141 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100%
142 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100%
3-C 36 360 36 360 Actual/360 0.0100% 0.0000% 0.0100%
8-C 59 360 55 360 Actual/360 0.0100% 0.0000% 0.0100%
12-C 0 360 0 356 Actual/360 0.0100% 0.0000% 0.0100%
14-C 120 NA 118 NA Actual/360 0.0300% 0.0000% 0.0300%
19-C 24 360 18 360 Actual/360 0.0100% 0.0000% 0.0100%
Crossed
GCCFC Ownership With Other
05-GG3 Interest Mortgage Prepayment Loans
Loan ID (Fee/Leasehold) Loan Seller Originator Type (Crossed Group)
3 Fee Simple GCFP GCFP Lockout/23_Defeasance/93_O%/4 NAP
8 Fee Simple GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
9 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
-----------------------------------------------------------------------------------------------------------------------------------
10 GCFP GCFP Lockout/26_Defeasance/31_0%/3 NAP
10.01 Fee Simple NAP
10.02 Fee Simple NAP
10.03 Fee Simple NAP
10.04 Fee Simple NAP
10.05 Fee Simple NAP
10.06 Fee Simple NAP
10.07 Fee Simple NAP
10.08 Fee Simple NAP
10.09 Fee Simple NAP
-----------------------------------------------------------------------------------------------------------------------------------
11 Fee Simple GCFP GCFP Lockout/27_Defeasance/54_0%/3 NAP
12 Fee Simple GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
14 Fee Simple GCFP Morgan Stanley Lockout/26_Defeasance/90_0%/4 NAP
15 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
16 Fee Simple GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
17 Fee Simple GCFP GCFP Lockout/27_Defeasance/53_0%/4 NAP
18 Fee Simple GCFP GCFP Lockout/25_Defeasance/90_O%/5 NAP
-----------------------------------------------------------------------------------------------------------------------------------
19 GCFP GCFP Lockout/30_Defeasance/51_0%/3 NAP
19.01 Fee Simple NAP
19.02 Fee Simple / Leasehold NAP
19.03 Leasehold NAP
-----------------------------------------------------------------------------------------------------------------------------------
21 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
22 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
24 Fee Simple GCFP GCFP Lockout/25_Defeasance/55_0%/4 NAP
26 Fee Simple GCFP GCFP Lockout/25_Defeasance/93_0%/2 NAP
27 Fee Simple GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
29 Fee Simple / Leasehold GCFP GCFP Lockout/27_Defeasance/53_0%/4 NAP
32 Fee Simple GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
33 Fee Simple GCFP GCFP Lockout/32_Defeasance/84_0%/4 NAP
34 Fee Simple GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
-----------------------------------------------------------------------------------------------------------------------------------
35 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
35.01 Fee Simple NAP
35.02 Fee Simple NAP
-----------------------------------------------------------------------------------------------------------------------------------
36 Fee Simple GCFP GCFP Lockout/31_Defeasance/49_0%/4 NAP
37 Fee Simple GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
38 Leasehold GCFP GCFP Lockout/25_Defeasance/31_0%/4 NAP
39 Fee Simple GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
40 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
41 Fee Simple GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
43 Fee Simple / Leasehold GCFP GCFP Lockout/26_Defeasance/51_0%/7 NAP
44 Fee Simple GCFP GCFP Lockout/26_Defeasance/51_0%/7 NAP
46 Fee Simple GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
48 Fee Simple GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
49 Fee Simple GCFP GCFP Lockout/24_Defeasance/92_0%/4 NAP
50 Leasehold GCFP GCFP Lockout/29_Defeasance/27_0%/4 NAP
51 Fee Simple GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP
-----------------------------------------------------------------------------------------------------------------------------------
52 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
52.01 Fee Simple NAP
52.02 Fee Simple NAP
-----------------------------------------------------------------------------------------------------------------------------------
53 Fee Simple GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP
54 Fee Simple GCFP GCFP Lockout/29_Defeasance/63_0%/4 NAP
57 Fee Simple GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
58 Fee Simple GCFP GCFP Lockout/27_Defeasance/86_0%/7 NAP
65 Fee Simple GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
-----------------------------------------------------------------------------------------------------------------------------------
66 GCFP GCFP Lockout/31_Defeasance/25_0%/4 NAP
66.01 Fee Simple NAP
66.02 Fee Simple NAP
-----------------------------------------------------------------------------------------------------------------------------------
68 Fee Simple GCFP GCFP Lockout/27_Defeasance/54_0%/3 NAP
69 Fee Simple GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP
72 Fee Simple GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
73 Fee Simple GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
75 Fee Simple GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP
79 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
82 Fee Simple GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
89 Fee Simple GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
91 Fee Simple GCFP GCFP Lockout/26_Defeasance/54_0%/4 NAP
92 Fee Simple GCFP GCFP Lockout/58_> YM or 1%/58_0%/4 NAP
93 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
96 Fee Simple GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP
99 Fee Simple GCFP GCFP Lockout/30_Defeasance/86_0%/4 NAP
100 Fee Simple GCFP GCFP Lockout/41_YM+1%/75_0%/4 NAP
106 Fee Simple GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
108 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
111 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
112 Fee Simple GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
115 Fee Simple GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP
117 Fee Simple GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP
118 Fee Simple GCFP GCFP Lockout/31_Defeasance/25_0%/4 NAP
121 Fee Simple GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
124 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
126 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
-----------------------------------------------------------------------------------------------------------------------------------
127 GCFP GCFP Lockout/25_Defeasance/92_0%/3 NAP
127.01 Fee Simple NAP
127.02 Fee Simple NAP
-----------------------------------------------------------------------------------------------------------------------------------
130 Fee Simple GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
133 Fee Simple GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
135 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
136 Fee Simple GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
137 Fee Simple GCFP GCFP Lockout/29_Defeasance/86_0%/5 NAP
138 Fee Simple GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
140 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
141 Fee Simple GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
142 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
3-C
8-C
12-C
14-C
19-C
GCCFC GCFP General
05-GG3 Control_ GCFP Loan Property Property
Loan ID Number Loan ID Name Name Type
1 00-1001130 00-1001130 North Star Mall North Star Mall Retail
2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian Grand Canal Shoppes at the Venetian Retail
4 00-1001129 00-1001129 The Crescent The Crescent Office
5 00-1001131 00-1001131 498 Seventh Avenue 498 Seventh Avenue Office
6 00-1001132 00-1001132 Mall St. Matthews Mall St. Matthews Retail
7 09-0002005 09-0002005 Westin Kierland Westin Kierland Hospitality
13 00-1001133 00-1001133 Doral Arrowwood Hotel Doral Arrowwood Hotel Hospitality
20 09-0001999 09-0001999 Atlanta Decorative Arts Center Atlanta Decorative Arts Center Office
23 09-0001980 09-0001980 Lake Arrowhead Village Lake Arrowhead Village Retail
25 09-0001968 09-0001968 One Financial Plaza One Financial Plaza Office
28 09-0001954 09-0001954 FAA Building FAA Building Office
30 09-0001950 09-0001950 Groton Estates Groton Estates Multifamily
31 09-0001974 09-0001974 Champions of the West Tower Champions of the West Tower Office
42 09-0002018 09-0002018 1355 Beverly Road 1355 Beverly Road Office
45 09-0002020 09-0002020 Marketplace at Kapolei Marketplace at Kapolei Retail
47 09-0002006 09-0002006 H.H. Gregg Retail Portfolio H.H. Gregg Retail Portfolio
47.01 09-0002006C 09-0002006C Clarksville Commons Clarksville Commons Retail
47.02 09-0002006B 09-0002006B East Washington Street East Washington Street Retail
47.03 09-0002006A 09-0002006A U.S. 31 South U.S. 31 South Retail
------------------------------------------------------------------------------------------------------------------------------------
55 09-0001973 09-0001973 University Plaza University Plaza Retail
56 09-0001985 09-0001985 Wells Fargo Building Wells Fargo Building Office
59 09-0001951 09-0001951 25 Melville Road 25 Melville Road Office
60 09-0001981 09-0001981 Village Shopping Center Village Shopping Center Retail
61 09-0001953 09-0001953 Casas Adobes Plaza Casas Adobes Plaza Retail
62 09-0001991 09-0001991 Shoppes at Letson Farms Shoppes at Letson Farms Retail
63 09-0002002 09-0002002 Bloomfield Park Gateway Center Bloomfield Park Gateway Center Retail
64 09-0002012 09-0002012 Hollidaysburg Manor Apts Hollidaysburg Manor Apts Multifamily
67 09-0001960 09-0001960 Prairie Glen Medical Office Prairie Glen Medical Office
Buildings B and C Buildings B and C Office
70 09-0001944 09-0001944 Toringdon II Toringdon II Office
71 09-0001912 09-0001912 Health Park Health Park Office
74 09-0002003 09-0002003 Sunset Plaza Sunset Plaza Retail
76 09-0001992 09-0001992 Centra Point I Centra Point I Office
77 09-0001915 09-0001915 Intracorp Building Intracorp Building Office
78 09-0001914 09-0001914 Walden Park Walden Park Retail
80 09-0002013 09-0002013 Westwood Plaza Westwood Plaza Retail
81 09-0001956 09-0001956 Northdale Plaza Northdale Plaza Office
83 09-0002004 09-0002004 Robert Morris Building Robert Morris Building Office
84 09-0001936 09-0001936 The Highlands of East Ellijay The Highlands of East Ellijay Retail
85 09-0001947 09-0001947 Fleetwood Office Park Fleetwood Office Park Office
86 09-0001977 09-0001977 Bayshore Center Bayshore Center Office
87 09-0001959 09-0001959 Prairie Glen Medical Office Prairie Glen Medical Office
Building A Building A Office
88 09-0001997 09-0001997 Highlands Shopping Center Highlands Shopping Center Retail
90 09-0001922 09-0001922 Rivers Bend East Rivers Bend East Office
94 09-0001988 09-0001988 5000 Blazer Memorial Parkway 5000 Blazer Memorial Parkway Office
95 09-0002008 09-0002008 Tracy Plaza Four Tracy Plaza Four Retail
97 09-0001993 09-0001993 Centra Point V Centra Point V Office
98 09-0001969 09-0001969 Harbor Medical Office Harbor Medical Office Office
101 09-0002011 09-0002011 Ruffin Road Industrial Ruffin Road Industrial Industrial
102 09-0001957 09-0001957 6801 Building 6801 Building Office
103 09-0001987 09-0001987 9480 Warner Ave 9480 Warner Ave Retail
104 09-0001998 09-0001998 Pell City Shopping Center Pell City Shopping Center Retail
105 09-0002007 09-0002007 Trinity Corporate Park Trinity Corporate Park Office
107 09-0001996 09-0001996 Milestone Shopping Center Milestone Shopping Center Retail
109 09-0002019 09-0002019 Palmer Park Shopping Center Palmer Park Shopping Center Retail
110 09-0001942 09-0001942 Bond Street Office Bond Street Office Office
113 09-0001952 09-0001952 Westpoint Industrial Westpoint Industrial Industrial
114 09-0002009 09-0002009 Wednesbury Medical Office Wednesbury Medical Office Office
116 09-0002024 09-0002024 Southpointe Plaza Southpointe Plaza Retail
119 09-0001976 09-0001976 Grove Medical Center Grove Medical Center Office
120 09-0001971 09-0001971 Mountain View Plaza Mountain View Plaza Retail
122 09-0001995 09-0001995 Smoky Hill Shopping Center Smoky Hill Shopping Center Retail
123 09-0001958 09-0001958 5700 Building 5700 Building Office
125 09-0001975 09-0001975 Hartland Village Shopping Center Hartland Village Shopping Center Retail
128 09-0001948 09-0001948 Montgomery Crossing SC Montgomery Crossing SC Retail
129 09-0001972 09-0001972 Safeway Store - Pueblo West Safeway Store - Pueblo West Retail
131 09-0001970 09-0001970 Lowe's Plaza Shopping Center Lowe's Plaza Shopping Center Retail
132 09-0001989 09-0001989 Village at Ontario Center Village at Ontario Center Retail
134 09-0002014 09-0002014 Anderson Crossing Shopping Center Anderson Crossing Shopping Center Retail
139 09-0001979 09-0001979 Prairie Towne Square Apartments Prairie Towne Square Apartments Multifamily
2-C 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian Grand Canal Shoppes at the Venetian
70-C 09-0001944 09-0001944 Toringdon II Toringdon II
GCCFC Detailed
05-GG3 Property Zip
Loan ID Type Address City County State Code
1 Regional Mall 7400 San Pedro Avenue San Antonio Bexar Texas 78216
2 Regional Mall 3355 Las Vegas Boulevard South Las Vegas Clark Nevada 89109
4 General Urban 100-300 and 500 Crescent Court Dallas Dallas Texas 75201
5 General Urban 498 Seventh Avenue New York New York New York 10018
6 Regional Mall 5000 Shelbyville Road Louisville Jefferson Kentucky 40207
7 Full Service 6902 East Greenway Parkway Phoenix Maricopa Arizona 85254
13 Full Service 975 Anderson Hill Road Rye Brook Westchester New York 10573
20 General Urban 349-351 Peachtree Hills Avenue Atlanta Fulton Georgia 30305
23 Anchored 28200 Highway 189 Lake Arrowhead San Bernardino California 92352
25 General Urban 501 North Broadway St. Louis Saint Louis City Missouri 63102
28 General Suburban 2300 East Devon Road Des Plaines Cook Illinois 60018
30 Garden 260 Shennecossett Rd Groton New London Connecticut 06340
31 General Suburban 12264 El Camino Real San Diego San Diego California 92130
42 General Suburban 1355 Beverly Road McLean Fairfax Virginia 22101
45 Shadow Anchored 590 Farrington Highway Kapolei Honolulu Hawaii 96707
47
47.01 Anchored 1050 East Highway 131 Clarksville Clark Indiana 47129
47.02 Anchored 10101 East Washington Street Indianapolis Marion Indiana 46229
47.03 Anchored 8921 U.S. Highway 31 South Indianapolis Marion Indiana 46227
------------------------------------------------------------------------------------------------------------------------------------
55 Anchored 5850 University Drive Huntsville Madison Alabama 35806
56 General Urban 200 South Virginia Street Reno Washoe Nevada 89501
59 General Suburban 25 Melville Park Road Melville Suffolk New York 11747
60 Anchored 1001 North Miami Boulevard Durham Durham North Carolina 27703
61 Anchored 7001-7151 North Oracle Road Tucson Pima Arizona 85704
62 Anchored 4750 Eastern Valley Road Bessemer Jefferson Alabama 35111
63 Anchored 2055-2097 Telegraph Road Bloomfield Hills Oakland Michigan 48302
64 Garden 17 Clover Drive Hollidaysburg Blair Pennsylvania 16648
67 Medical 2551 and 2591 Compass Road Glenview Cook Illinois 60026
70 General Suburban 3430 Toringdon Way Charlotte Mecklenburg North Carolina 28277
71 Medical 1651 Gunbarrel Road Chattanooga Hamilton Tennessee 37421
74 Shadow Anchored 1000-1152 Sunset Road Henderson Clark Nevada 89014
76 General Suburban 8363 West Sunset Road Las Vegas Clark Nevada 89113
77 General Urban 2505 Second Avenue Seattle King Washington 98121
78 Shadow Anchored 10900 Lakeline Mall Drive Austin Williamson Texas 78717
80 Shadow Anchored 542 Bypass 72 NW Greenwood Greenwood South Carolina 29649
81 General Suburban 3903 Northdale Boulevard Tampa Hillsborough Florida 33624
83 General Urban 100 North 17th Street Philadelphia Philadelphia Pennsylvania 19103
84 Anchored 88 Highland Crossing East Ellijay Gilmer Georgia 30540
85 General Suburban 3275, 3279, 3281 & 3285 Veterans
Memorial Highway Ronkonkoma Suffolk New York 11779
86 General Urban 2907-2909 West Bay to Bay Boulevard Tampa Hillsborough Florida 33629
87 Medical 2501 Compass Road Glenview Cook Illinois 60026
88 Shadow Anchored 9555 South University Boulevard Highlands Ranch Douglas Colorado 80126
90 General Suburban 13203 North Enon Church Road Chester Chesterfield Virginia 23836
94 General Suburban 5000 Blazer Memorial Parkway Dublin Franklin Ohio 43017
95 Anchored 2886-2888 West Grant Line Road Tracy San Joaquin California 95304
97 General Suburban 8395 West Sunset Road Las Vegas Clark Nevada 89113
98 General Suburban 2720 North Harbor Boulevard Fullerton Orange California 92835
101 Industrial 3949 & 3959 Ruffin Road Kearny Mesa San Diego California 92123
102 General Suburban 6801 Lake Worth Road Lake Worth Palm Beach Florida 33467
103 Anchored 9380 - 9480 Warner Avenue and 17075
Bushard Street Fountain Valley Orange California 92708
104 Shadow Anchored 41-89 Vaughan Lane Pell City Saint Clair Alabama 35125
105 General Urban 1500 Sunday Drive Raleigh Wake North Carolina 27607
107 Shadow Anchored 62 & 188 Founders Parkway Castle Rock Douglas Colorado 80104
109 Shadow Anchored 1580 Space Center Drive Colorado Springs El Paso Colorado 80915
110 General Suburban 31600-31700 West Thirteen Mile Road Farmington Hills Oakland Michigan 48334
113 Warehouse 6001 Hiatus Road Tamarac Broward Florida 33321
114 Medical 8200 Wednesbury Lane Houston Harris Texas 77074
116 Shadow Anchored 3209 Deans Bridge Road Augusta Richmond Georgia 30906
119 Medical 4160 Route 83 Long Grove Lake Illinois 60047
120 Shadow Anchored US Highway 220 and Commonwealth
Boulevard Martinsville Martinsville City Virginia 24112
122 Shadow Anchored 19731 Smoky Hill Road Centennial Arapahoe Colorado 80015
123 General Suburban 5700 & 5702 Lake Worth Road Greenacres Palm Beach Florida 33463
125 Shadow Anchored 4750 Hartland Parkway Lexington Fayette Kentucky 40515
128 Shadow Anchored 157 Montgomery Crossing Biscoe Montgomery North Carolina 27209
129 Anchored 1017 North Marketplace Pueblo West Pueblo Colorado 81007
131 Shadow Anchored 3601 Old Halifax Road South Boston Halifax Virginia 24592
132 Shadow Anchored 4275 East Concours Ontario San Bernardino California 91764
134 Shadow Anchored 1244-1296 Anderson Crossing Drive Lawrenceburg Anderson Kentucky 40342
139 Conventional 3025 Triumph Drive Sun Prarie Dane Wisconsin 53590
2-C
70-C
Original Stated Original
GCCFC Cut-off Monthly Gross Term Remaining Interest
05-GG3 Original Date Debt Interest to Maturity Term to Maturity Only Term
Loan ID Balance Balance Service Rate Seasoning (mos.) (mos.) (mos.)
1 $251,000,000 $250,391,107.83 $1,261,361.78 4.4300% 2 61 59 0
2 $237,000,000 $234,752,792.07 $2,235,161.95 4.7800% 8 59 51 0
4 $214,770,000 $214,770,000.00 $907,303.82 5.0000% 2 83 81 83
5 $181,500,000 $181,500,000.00 $772,887.50 5.0400% 1 60 59 60
6 $155,000,000 $154,827,634.22 $813,699.81 4.8050% 1 60 59 0
7 $135,000,000 $135,000,000.00 $579,437.50 5.0800% 2 60 58 60
13 $75,000,000 $75,000,000.00 $492,436.57 6.2000% 0 120 120 0
20 $48,000,000 $48,000,000.00 $250,680.14 4.7600% 3 60 57 24
23 $34,500,000 $34,500,000.00 $199,801.09 5.6800% 4 120 116 36
25 $30,750,000 $30,750,000.00 $142,375.35 5.4800% 5 60 55 60
28 $26,000,000 $25,679,805.13 $187,775.12 6.1000% 6 240 234 0
30 $22,000,000 $22,000,000.00 $130,490.03 5.9000% 5 120 115 12
31 $21,200,000 $21,200,000.00 $121,037.16 5.5500% 4 120 116 24
42 $16,800,000 $16,800,000.00 $94,127.54 5.3800% 1 120 119 24
45 $15,400,000 $15,400,000.00 $84,372.92 5.1800% 0 120 120 24
47 $15,000,000 $14,985,090.50 $83,109.50 5.2800% 1 120 119 0
47.01
47.02
47.03
---------------------------------------------------------------------------------------------------------------------
55 $13,500,000 $13,500,000.00 $77,075.55 5.5500% 4 120 116 12
56 $12,750,000 $12,750,000.00 $70,248.11 5.2300% 3 84 81 24
59 $11,750,000 $11,750,000.00 $67,084.28 5.5500% 4 120 116 18
60 $11,440,000 $11,440,000.00 $64,525.05 5.4400% 3 120 117 12
61 $11,300,000 $11,300,000.00 $51,747.20 5.4200% 4 60 56 60
62 $11,200,000 $11,200,000.00 $63,101.35 5.4300% 3 120 117 12
63 $11,200,000 $11,189,840.70 $64,650.41 5.6500% 1 120 119 0
64 $10,320,000 $10,320,000.00 $57,564.05 5.3400% 2 120 118 24
67 $9,800,000 $9,791,662.06 $58,127.38 5.9000% 1 120 119 0
70 $8,850,000 $8,850,000.00 $53,060.22 6.0000% 6 120 114 12
71 $8,700,000 $8,700,000.00 $39,326.22 5.3500% 1 60 59 60
74 $8,500,000 $8,500,000.00 $52,004.72 6.1900% 7 120 113 60
76 $8,415,000 $8,415,000.00 $47,410.52 5.4300% 3 120 117 24
77 $8,200,000 $8,200,000.00 $35,334.03 5.1000% 5 60 55 60
78 $8,100,000 $8,100,000.00 $45,838.56 5.4700% 5 96 91 60
80 $7,620,000 $7,620,000.00 $42,314.22 5.3000% 1 120 119 24
81 $7,600,000 $7,564,410.61 $44,835.51 5.8500% 5 120 115 0
83 $7,280,000 $7,280,000.00 $29,831.99 4.8500% 3 60 57 60
84 $7,100,000 $7,100,000.00 $42,031.61 5.6300% 1 120 119 12
85 $7,000,000 $7,000,000.00 $32,942.94 5.5700% 6 60 54 60
86 $7,000,000 $7,000,000.00 $39,877.08 5.5300% 2 120 118 12
87 $6,800,000 $6,794,214.50 $40,333.28 5.9000% 1 120 119 0
88 $6,750,000 $6,750,000.00 $37,190.18 5.2300% 2 120 118 24
90 $6,500,000 $6,500,000.00 $37,602.55 5.6700% 8 120 112 18
94 $6,120,000 $6,096,114.92 $34,940.92 5.5500% 4 120 116 0
95 $6,000,000 $6,000,000.00 $33,654.41 5.3900% 1 120 119 24
97 $5,800,000 $5,800,000.00 $32,677.48 5.4300% 3 120 117 24
98 $5,700,000 $5,700,000.00 $33,991.36 5.9500% 5 84 79 24
101 $5,600,000 $5,600,000.00 $30,681.06 5.1800% 2 60 58 24
102 $5,500,000 $5,471,034.62 $30,610.10 5.3200% 5 60 55 0
103 $5,185,000 $5,130,916.57 $42,586.21 5.5800% 3 180 177 0
104 $5,050,000 $5,039,643.81 $27,605.45 5.1600% 2 120 118 0
105 $5,000,000 $4,992,186.40 $28,996.93 4.9200% 1 120 119 0
107 $4,850,000 $4,850,000.00 $26,721.83 5.2300% 2 120 118 24
109 $4,700,000 $4,695,098.98 $25,460.91 5.0800% 1 120 119 0
110 $4,700,000 $4,673,474.18 $27,547.47 5.7900% 6 120 114 0
113 $4,000,000 $4,000,000.00 $23,904.92 5.9700% 5 120 115 36
114 $4,000,000 $4,000,000.00 $22,386.38 5.3700% 1 120 119 12
116 $3,920,000 $3,920,000.00 $21,938.66 5.3700% 1 120 119 24
119 $3,750,000 $3,750,000.00 $17,362.85 5.4800% 5 60 55 60
120 $3,575,000 $3,575,000.00 $20,523.32 5.6000% 5 120 115 24
122 $3,500,000 $3,500,000.00 $19,283.80 5.2300% 2 120 118 24
123 $3,450,000 $3,431,830.81 $19,200.88 5.3200% 5 60 55 0
125 $3,050,000 $3,040,871.46 $17,317.56 5.5000% 3 120 117 0
128 $2,880,000 $2,880,000.00 $17,304.11 6.0200% 6 120 114 12
129 $2,770,000 $2,720,901.58 $22,559.78 5.4500% 5 180 175 0
131 $2,600,000 $2,600,000.00 $14,893.28 5.5800% 5 120 115 24
132 $2,600,000 $2,592,732.77 $15,255.58 5.8000% 3 120 117 0
134 $2,550,000 $2,544,919.26 $14,128.61 5.2800% 2 120 118 0
139 $1,850,000 $1,850,000.00 $10,937.54 5.8700% 4 120 116 12
2-C $190,000,000 $188,198,440.84 $2,235,161.95 4.7800% 8 59 51 0
70-C $8,850,000 $8,850,000.00 $53,060.22 6.0000% 6 120 114 12
Interest
Accrual
GCCFC Original Remaining Remaining Method
05-GG3 Amortization Interest Only Amortization (Actual/360 Administrative Master Primary
Loan ID Term (mos.) Period (mos.) Term (mos.) or 30/360) Fee Rate Servicing Fee Servicing Fee
1 360 0 358 Actual/360 0.0206% 0.0100% 0.0100%
2 360 0 352 Actual/360 0.0206% 0.0100% 0.0100%
4 NA 81 NA Actual/360 0.0206% 0.0100% 0.0100%
5 NA 59 NA Actual/360 0.0206% 0.0100% 0.0100%
6 360 0 359 Actual/360 0.0206% 0.0100% 0.0100%
7 NA 58 NA Actual/360 0.0206% 0.0100% 0.0100%
13 300 0 300 Actual/360 0.0206% 0.0100% 0.0100%
20 360 21 360 Actual/360 0.0206% 0.0100% 0.0100%
23 360 32 360 Actual/360 0.0206% 0.0100% 0.0100%
25 NA 55 NA Actual/360 0.0806% 0.0100% 0.0700%
28 240 0 234 Actual/360 0.0906% 0.0100% 0.0800%
30 360 7 360 Actual/360 0.0206% 0.0100% 0.0100%
31 360 20 360 Actual/360 0.0206% 0.0100% 0.0100%
42 360 23 360 Actual/360 0.0206% 0.0100% 0.0100%
45 360 24 360 Actual/360 0.0206% 0.0100% 0.0100%
47 360 0 359 Actual/360 0.0506% 0.0100% 0.0400%
47.01
47.02
47.03
------------------------------------------------------------------------------------------------------------------
55 360 8 360 Actual/360 0.0206% 0.0100% 0.0100%
56 360 21 360 Actual/360 0.0906% 0.0100% 0.0800%
59 360 14 360 Actual/360 0.0806% 0.0100% 0.0700%
60 360 9 360 Actual/360 0.0206% 0.0100% 0.0100%
61 NA 56 NA Actual/360 0.0206% 0.0100% 0.0100%
62 360 9 360 Actual/360 0.0206% 0.0100% 0.0100%
63 360 0 359 Actual/360 0.0206% 0.0100% 0.0100%
64 360 22 360 Actual/360 0.0206% 0.0100% 0.0100%
67 360 0 359 Actual/360 0.0806% 0.0100% 0.0700%
70 360 6 360 Actual/360 0.0206% 0.0100% 0.0100%
71 NA 59 NA Actual/360 0.0206% 0.0100% 0.0100%
74 360 53 360 Actual/360 0.0206% 0.0100% 0.0100%
76 360 21 360 Actual/360 0.0206% 0.0100% 0.0100%
77 NA 55 NA Actual/360 0.0206% 0.0100% 0.0100%
78 360 55 360 Actual/360 0.0206% 0.0100% 0.0100%
80 360 23 360 Actual/360 0.0206% 0.0100% 0.0100%
81 360 0 355 Actual/360 0.0806% 0.0100% 0.0700%
83 NA 57 NA Actual/360 0.0206% 0.0100% 0.0100%
84 336 11 336 Actual/360 0.0706% 0.0100% 0.0600%
85 NA 54 NA Actual/360 0.0206% 0.0100% 0.0100%
86 360 10 360 Actual/360 0.0806% 0.0100% 0.0700%
87 360 0 359 Actual/360 0.0806% 0.0100% 0.0700%
88 360 22 360 Actual/360 0.0706% 0.0100% 0.0600%
90 360 10 360 Actual/360 0.0706% 0.0100% 0.0600%
94 360 0 356 Actual/360 0.0906% 0.0100% 0.0800%
95 360 23 360 Actual/360 0.0206% 0.0100% 0.0100%
97 360 21 360 Actual/360 0.0206% 0.0100% 0.0100%
98 360 19 360 Actual/360 0.0206% 0.0100% 0.0100%
101 360 22 360 Actual/360 0.0206% 0.0100% 0.0100%
102 360 0 355 Actual/360 0.0206% 0.0100% 0.0100%
103 180 0 177 Actual/360 0.0206% 0.0100% 0.0100%
104 360 0 358 Actual/360 0.0206% 0.0100% 0.0100%
105 300 0 299 Actual/360 0.0206% 0.0100% 0.0100%
107 360 22 360 Actual/360 0.0706% 0.0100% 0.0600%
109 360 0 359 Actual/360 0.0206% 0.0100% 0.0100%
110 360 0 354 Actual/360 0.0206% 0.0100% 0.0100%
113 360 31 360 Actual/360 0.0206% 0.0100% 0.0100%
114 360 11 360 Actual/360 0.0206% 0.0100% 0.0100%
116 360 23 360 Actual/360 0.0206% 0.0100% 0.0100%
119 NA 55 NA Actual/360 0.0906% 0.0100% 0.0800%
120 360 19 360 Actual/360 0.0206% 0.0100% 0.0100%
122 360 22 360 Actual/360 0.0706% 0.0100% 0.0600%
123 360 0 355 Actual/360 0.0206% 0.0100% 0.0100%
125 360 0 357 Actual/360 0.0206% 0.0100% 0.0100%
128 360 6 360 Actual/360 0.0206% 0.0100% 0.0100%
129 180 0 175 Actual/360 0.0206% 0.0100% 0.0100%
131 360 19 360 Actual/360 0.0706% 0.0100% 0.0600%
132 360 0 357 Actual/360 0.0206% 0.0100% 0.0100%
134 360 0 358 Actual/360 0.0206% 0.0100% 0.0100%
139 360 8 360 Actual/360 0.0206% 0.0100% 0.0100%
2-C 360 0 352 Actual/360 0.0100% 0.0000% 0.0100%
70-C 360 6 360 Actual/360 0.0000% 0.0000% 0.0000%
GCCFC Crossed With
05-GG3 Ownership Interest Mortgage Prepayment Other Loans
Loan ID (Fee/Leasehold) Loan Seller Originator Type (Crossed Group)
1 Fee Simple GSMC/Commerzbank Archon/Commerzbank Lockout/26_Defeasance/28_0%/7 NAP
2 Fee Simple / Leasehold GSMC/Commerzbank Archon Lockout/32_Defeasance/22_0%/5 NAP
4 Fee Simple GSMC Archon Lockout/26_>YM or 1% or
Defeasance/53_0%/4 NAP
5 Fee Simple GSMC Archon Lockout/25_Defeasance/31_0%/4 NAP
6 Leasehold GSMC/Commerzbank Archon/Commerzbank Lockout/25_Defeasance/28_0%/7 NAP
7 Fee Simple GSMC Archon Lockout/26_>YM or 2%/21_>YM
or 1%/9_0%/4 NAP
13 Fee Simple / Leasehold GSMC Archon Lockout/24_Defeasance/92_0%/4 NAP
20 Fee Simple GSMC Archon Lockout/27_Defeasance/29_0%/4 NAP
23 Fee Simple GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP
25 Fee Simple / Leasehold GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP
28 Fee Simple GSMC Archon Lockout/30_Defeasance/185_0%/25 NAP
30 Fee Simple GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP
31 Fee Simple GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP
42 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
45 Leasehold GSMC Archon Lockout/24_Defeasance/92_0%/4 NAP
47 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
47.01 Fee Simple NAP
47.02 Fee Simple NAP
47.03 Fee Simple NAP
------------------------------------------------------------------------------------------------------------------------------------
55 Fee Simple GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP
56 Fee Simple GSMC Archon Lockout/27_Defeasance/52_0%/5 NAP
59 Fee Simple GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP
60 Fee Simple GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP
61 Fee Simple GSMC Archon Lockout/28_Defeasance/28_0%/4 NAP
62 Fee Simple GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP
63 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
64 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
67 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
70 Fee Simple GSMC Archon Lockout/30_Defeasance/86_0%/4 NAP
71 Fee Simple GSMC Archon Lockout/25_Defeasance/31_0%/4 NAP
74 Fee Simple GSMC Archon Lockout/31_Defeasance/85_0%/4 NAP
76 Fee Simple GSMC Archon Lockout/27_>YM or 1%/89_0%/4 NAP
77 Fee Simple GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP
78 Fee Simple GSMC Archon Lockout/29_>YM or 1% or
Defeasance/63_0%/4 NAP
80 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
81 Fee Simple GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP
83 Fee Simple GSMC Archon Lockout/27_Defeasance/29_0%/4 NAP
84 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
85 Fee Simple GSMC Archon Lockout/30_Defeasance/26_0%/4 NAP
86 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
87 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
88 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
90 Fee Simple GSMC Archon Lockout/32_Defeasance/84_0%/4 NAP
94 Fee Simple GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP
95 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
97 Fee Simple GSMC Archon Lockout/27_>YM or 1%/89_0%/4 NAP
98 Fee Simple GSMC Archon Lockout/29_Defeasance/51_0%/4 NAP
101 Fee Simple GSMC Archon Lockout/26_Defeasance/30_0%/4 NAP
102 Fee Simple GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP
103 Fee Simple GSMC Archon Lockout/27_Defeasance/149_0%/4 NAP
104 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
105 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
107 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
109 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
110 Fee Simple GSMC Archon Lockout/30_Defeasance/86_0%/4 NAP
113 Fee Simple GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP
114 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
116 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP
119 Fee Simple GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP
120 Fee Simple GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP
122 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
123 Fee Simple GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP
125 Fee Simple / Leasehold GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP
128 Fee Simple GSMC Archon Lockout/30_Defeasance/86_0%/4 NAP
129 Fee Simple GSMC Archon Lockout/29_>YM or 1%/147_0%/4 NAP
131 Fee Simple GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP
132 Fee Simple GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP
134 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP
139 Fee Simple GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP
2-C
70-C
GCCFC GCFP General Detailed
05-GG3 Control_ GCFP Loan Property Property Property
Loan ID Number Loan ID Name Name Type Type
1 00-1001130 00-1001130 North Star Mall North Star Mall Retail Regional Mall
2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian Grand Canal Shoppes at the Venetian Retail Regional Mall
6 00-1001132 00-1001132 Mall St. Matthews Mall St. Matthews Retail Regional Mall
2-C 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian Grand Canal Shoppes at the Venetian
GCCFC Cut-off
05-GG3 Zip Original Date
Loan ID Address City County State Code Balance Balance
1 7400 San Pedro Avenue San Antonio Bexar Texas 78216 $251,000,000 $250,391,107.83
2 3355 Las Vegas Boulevard South Las Vegas Clark Nevada 89109 $237,000,000 $234,752,792.07
6 5000 Shelbyville Road Louisville Jefferson Kentucky 40207 $155,000,000 $154,827,634.22
2-C $190,000,000 $188,198,440.84
Stated
Original Remaining Original
GCCFC Monthly Gross Term to Term to Interest Original Remaining
05-GG3 Debt Interest Maturity Maturity Only Term Amortization Interest Only
Loan ID Service Rate Seasoning (mos.) (mos.) (mos.) Term (mos.) Period (mos.)
1 $1,261,361.78 4.4300% 2 61 59 0 360 0
2 $2,235,161.95 4.7800% 8 59 51 0 360 0
6 $813,699.81 4.8050% 1 60 59 0 360 0
2-C $2,235,161.95 4.7800% 8 59 51 0 360 0
Interest
Accrual
GCCFC Remaining Method Master Primary Ownership
05-GG3 Amortization (Actual/360 Administrative Servicing Servicing Interest
Loan ID Term (mos.) or 30/360) Fee Rate Fee Fee (Fee/Leasehold)
1 358 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
2 352 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold
6 359 Actual/360 0.0206% 0.0100% 0.0100% Leasehold
2-C 352 Actual/360 0.0100% 0.0000% 0.0100%
Crossed
GCCFC With Other
05-GG3 Mortgage Prepayment Loans
Loan ID Loan Seller Originator Type (Crossed Group)
1 GSMC/Commerzbank Archon/Commerzbank Lockout/26_Defeasance/28_0%/7 NAP
2 GSMC/Commerzbank Archon Lockout/32_Defeasance/22_0%/5 NAP
6 GSMC/Commerzbank Archon/Commerzbank Lockout/25_Defeasance/28_0%/7 NAP
2-C
SCHEDULE II
SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY
-----------------------------------------------------------------------------------------------------------------------------------
LaSalle FileID Client Ref. Num Borrower File Name
-----------------------------------------------------------------------------------------------------------------------------------
208-0684-000 09-0001970 SOUTH BOSTON (SOUTH BOSTON) WMA, LLC LOWES PLAZA SHOPPING CENTER
208-0745-000 DCCA, LLC DORAL ARROWWOOD HOTEL
335-0670-000 04-1263 LAGUNA PLAZA I, LLC LAGUNA PLAZA
-----------------------------------------------------------------------------------------------------------------------------------
LaSalle FileID Loan Amount Document Category To:
-----------------------------------------------------------------------------------------------------------------------------------
208-0684-000 $2,600,000.00 Interim Assignment #1 of Mortgage GOLDMAN SACHS MORTGAGE COMPANY
208-0745-000 $75,000,000.00 Interim Assignment #1 of Mortgage GOLDMAN SACHS MORTGAGE COMPANY
335-0670-000 $6,342,000.00 Title Insurance
-----------------------------------------------------------------------------------------------------------------------------------
LaSalle FileID Evidence of Recording Signature Exception
-----------------------------------------------------------------------------------------------------------------------------------
208-0684-000 No Evidence of Recording Original Signature INCOMPLETE/MISSING NAMES
208-0745-000 Document Not Received Document Not Received ORIGINAL DOCUMENT REQUIRED
335-0670-000 Document Not Received Document Not Received ORIGINAL DOCUMENT REQUIRED
-----------------------------------------------------------------------------------------------------------------------------------
LaSalle FileID Condition Memo Memo Closed Rate Maturity Property Address
-----------------------------------------------------------------------------------------------------------------------------------
208-0684-000 08/25/04 5.580 9/1/14 3601 OLD HAILFAX ROAD
208-0745-000 01/12/05 6.200 2/1/15 975 ANDERSON HILL ROAD
335-0670-000 12/27/04 5.540 1/6/15 1130 & 1142 FREMONT BOULEVARD
-----------------------------------------------------------------------------------------------------------------------------------
LaSalle FileID Property City Jurisdiction St. Zip Law Firm
-----------------------------------------------------------------------------------------------------------------------------------
208-0684-000 SOUTH BOSTON HAILFAX COUNTY VA 24592 KROLL, MCNAMARA, EVANS & DELEHANTY, LLP
208-0745-000 RYE BROOK WESTCHESTER NY 10573 CLEARY, GOTTLIEB, STEEN & HAMILTON
335-0670-000 SEASIDE MONTEREY CA 93955 ALLEN MATKINS LOCK GAMBLE & MALLORY LLP
--------------------------------------------------------------
LaSalle FileID Control Num. Contributor
--------------------------------------------------------------
208-0684-000 132 GOLDMAN
208-0745-000 GOLDMAN
335-0670-000 93 GREENWICH
SCHEDULE III
SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS
Irvine Technology Center
Arapaho Village
25 Melville Road
Walgreens Pleasant Hill
SCHEDULE IV
CLASS XP REFERENCE RATE SCHEDULE
Interest Accrual Period Payment Date Class XP Reference Rate (%)
----------------------- ------------ ---------------------------
1 March 2005 5.407449
2 April 2005 5.589632
3 May 2005 5.407643
4 June 2005 5.589825
5 July 2005 5.407830
6 August 2005 5.590019
7 September 2005 5.590116
8 October 2005 5.408112
9 November 2005 5.590308
10 December 2005 5.408296
11 January 2006 5.408389
12 February 2006 5.408477
13 March 2006 5.408819
14 April 2006 5.590771
15 May 2006 5.408739
16 June 2006 5.590950
17 July 2006 5.408913
18 August 2006 5.591130
19 September 2006 5.591220
20 October 2006 5.409163
21 November 2006 5.591372
22 December 2006 5.409308
23 January 2007 5.409393
24 February 2007 5.409475
25 March 2007 5.409898
26 April 2007 5.591777
27 May 2007 5.409708
28 June 2007 5.591941
29 July 2007 5.409867
30 August 2007 5.592106
31 September 2007 5.592189
32 October 2007 5.410108
33 November 2007 5.592355
34 December 2007 5.410267
35 January 2008 5.592517
36 February 2008 5.410423
37 March 2008 5.410631
38 April 2008 5.592759
39 May 2008 5.410635
40 June 2008 5.592868
41 July 2008 5.410739
42 August 2008 5.592976
43 September 2008 5.593033
44 October 2008 5.410900
45 November 2008 5.593141
46 December 2008 5.411003
47 January 2009 5.411049
48 February 2009 5.411102
49 March 2009 5.411636
50 April 2009 5.593396
51 May 2009 5.411252
52 June 2009 5.637479
53 July 2009 5.453009
54 August 2009 5.637669
55 September 2009 5.637547
56 October 2009 5.453089
57 November 2009 5.636971
58 December 2009 5.465961
59 January 2010 5.455285
60 February 2010 5.645880
61 March 2010 5.646413
62 April 2010 5.835739
63 May 2010 5.645602
64 June 2010 5.835561
65 July 2010 5.645429
66 August 2010 5.835381
67 September 2010 5.835297
68 October 2010 5.645172
69 November 2010 5.835112
70 December 2010 5.644991
71 January 2011 5.644891
72 February 2011 5.644806
73 March 2011 5.645379
74 April 2011 5.834608
75 May 2011 5.641747
76 June 2011 5.831554
77 July 2011 5.613229
78 August 2011 5.805053
79 September 2011 5.807910
80 October 2011 5.613527
81 November 2011 5.802390
82 December 2011 5.725658
83 January 2012 5.917600
84 February 2012 5.737425
--------------------------------------------------------------------------------
SCHEDULE V
SCHEDULE OF INITIAL DIRECTING HOLDER FOR EACH LOAN GROUP
(as of February 10, 2005)
-----------------------------------------------------------------------------------------------------------
Mortgage Loan
Number Property Name Directing Holder Consulting Holder
-----------------------------------------------------------------------------------------------------------
2 Grand Canal Shoppes Controlling Class Directing Holder
at the Venetian N/A
-----------------------------------------------------------------------------------------------------------
3 1440 Broadway Greenwich Capital Financial Products,
Inc. (as holder of Note B) N/A
-----------------------------------------------------------------------------------------------------------
Shops at Wailea Greenwich Capital Financial Products,
8 Inc. (as holder of Note B) N/A
-----------------------------------------------------------------------------------------------------------
2040 Main Street Greenwich Capital Financial Products,
12 Inc. (as holder of Note B) N/A
-----------------------------------------------------------------------------------------------------------
1370 Avenue of the Morgan Stanley Mortgage Capital Inc. Controlling Class Directing
14 Americas (as holder of Note A1) Holder
-----------------------------------------------------------------------------------------------------------
Birtcher/Charlesbank Greenwich Capital Financial Products,
19 Office Portfolio Inc. (as holder of Note B) N/A
-----------------------------------------------------------------------------------------------------------
71 Toringdon II Controlling Class Directing Holder N/A
-----------------------------------------------------------------------------------------------------------
SCHEDULE VI
SUPPLEMENTAL SERVICER SCHEDULE
GCCFC 05-GG3 Loan ID GCFP Control_Number GCFP Loan ID Loan Name
1 00-1001130 00-1001130 North Star Mall
2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian
3 04-0773 04-0773 1440 Broadway
4 00-1001129 00-1001129 The Crescent
5 00-1001131 00-1001131 498 Seventh Avenue
6 00-1001132 00-1001132 Mall St. Matthews
7 09-0002005 09-0002005 Westin Kierland
8 04-0662 04-0662 Shops at Wailea
9 04-0975 04-0975 Waikiki Galleria
10 04-1136 04-1136 Place Properties Portfolio
10.01 04-1136 04-1136 Clayton Place
10.02 04-1136 04-1136 River Place
10.03 04-1136 04-1136 Jacksonville Place
10.04 04-1136 04-1136 Troy Place
10.05 04-1136 04-1136 Martin Place
10.06 04-1136 04-1136 Cape Place
10.07 04-1136 04-1136 Clemson Place
10.08 04-1136 04-1136 Macon Place
10.09 04-1136 04-1136 Murray Place
11 04-1007 04-1007 1700 Market Street
12 04-0140 04-0140 2040 Main Street
13 00-1001133 00-1001133 Doral Arrowwood Hotel
14 04-1247 04-1247 1370 Avenue of the Americas
15 04-1228 04-1228 One South Street
16 04-0744 04-0744 South Park Mall
17 04-0449 04-0449 Village at Orange
18 04-0826 04-0826 Mayfaire Town Center
19 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio
19.01 04-0829 04-0829 Park Tower
19.02 04-0829 04-0829 801 Civic Center Drive
19.03 04-0829 04-0829 Transit Tower
20 09-0001999 09-0001999 Atlanta Decorative Arts Center
21 04-1347 04-1347 Hilton Nashville Downtown
22 04-1143 04-1143 3100 Thornton
23 09-0001980 09-0001980 Lake Arrowhead Village
24 04-1435 04-1435 Olathe Station
25 09-0001968 09-0001968 One Financial Plaza
26 04-0917 04-0917 Executive Campus
27 04-0551 04-0551 1341 G Street
28 09-0001954 09-0001954 FAA Building
29 04-1086 04-1086 Hyatt Regency Albuquerque
30 09-0001950 09-0001950 Groton Estates
31 09-0001974 09-0001974 Champions of the West Tower
32 04-1059 04-1059 Irvine Technology Center-I
33 04-0276 04-0276 2470 Highcrest Road
34 04-1229 04-1229 Lee Farm Corporate Center
35 04-1085 04-1085 Mills Pointe/Arapahoe Village Portfolio
35.01 04-1085 04-1085 Mills Pointe
35.02 04-1085 04-1085 Arapaho Village
36 03-0873 03-0873 St Louis Place
37 04-1158 04-1158 Portofino Plaza
38 04-0904 04-0904 500 East 84th Avenue
39 04-1157 04-1157 Piazza Del Sol
40 04-0787 04-0787 Hotel Burnham
41 04-0862 04-0862 Magnolia Village
42 09-0002018 09-0002018 1355 Beverly Road
43 04-0948 04-0948 Capitol Center
44 04-0809 04-0809 Seattle Tower
45 09-0002020 09-0002020 Marketplace at Kapolei
46 04-0945 04-0945 New Loudon Center
47 09-0002006 09-0002006 H.H. Gregg Retail Portfolio
47.01 09-0002006C 09-0002006C Clarksville Commons
47.02 09-0002006B 09-0002006B East Washington Street
47.03 09-0002006A 09-0002006A U.S. 31 South
48 04-0522 04-0522 North Mountain Village Apartments
49 04-1290 04-1290 Prospect Place Office
50 04-0889 04-0889 Radisson Metrodome
51 04-0778 04-0778 Waynechester Plaza
52 04-0747 04-0747 Dack Portfolio
52.01 04-0747 04-0747 Energy Park I & II
52.02 04-0747 04-0747 Maryland Way
53 04-0731 04-0731 711 Atlantic Avenue
54 04-0857 04-0857 The Plaza at Encinitas Ranch
55 09-0001973 09-0001973 University Plaza
56 09-0001985 09-0001985 Wells Fargo Building
57 04-0794 04-0794 Fremont Moreno Center
58 04-0311 04-0311 Pleasant Valley
59 09-0001951 09-0001951 25 Melville Road
60 09-0001981 09-0001981 Village Shopping Center
61 09-0001953 09-0001953 Casas Adobes Plaza
62 09-0001991 09-0001991 Shoppes at Letson Farms
63 09-0002002 09-0002002 Bloomfield Park Gateway Center
64 09-0002012 09-0002012 Hollidaysburg Manor Apts
65 04-1205 04-1205 Northfield Commons
66 04-0282 04-0282 Fairfield Office Portfolio
66.01 04-0282 04-0282 777 Commerce Drive
66.02 04-0282 04-0282 1375 Kings Highway East
67 09-0001960 09-0001960 Prairie Glen Medical Office Buildings B and C
68 04-1073 04-1073 1420 Harbor Bay Parkway
69 04-0970 04-0970 Hampton Inn Camarillo
70 09-0001944 09-0001944 Toringdon II
71 09-0001912 09-0001912 Health Park
72 04-0928 04-0928 Pasadena Collection
73 04-1255 04-1255 Towneplace Suites by Marriott, San Jose
74 09-0002003 09-0002003 Sunset Plaza
75 04-0648 04-0648 Eastwind Shopping Center
76 09-0001992 09-0001992 Centra Point I
77 09-0001915 09-0001915 Intracorp Building
78 09-0001914 09-0001914 Walden Park
79 04-1142 04-1142 Quail Vista
80 09-0002013 09-0002013 Westwood Plaza
81 09-0001956 09-0001956 Northdale Plaza
82 04-1282 04-1282 Polaris Retail Center
83 09-0002004 09-0002004 Robert Morris Building
84 09-0001936 09-0001936 The Highlands of East Ellijay
85 09-0001947 09-0001947 Fleetwood Office Park
86 09-0001977 09-0001977 Bayshore Center
87 09-0001959 09-0001959 Prairie Glen Medical Office Building A
88 09-0001997 09-0001997 Highlands Shopping Center
89 04-1234 04-1234 Eagle Mountain Shopping Center
90 09-0001922 09-0001922 Rivers Bend East
91 04-0730 04-0730 6312 Nagle Avenue
92 04-1263 04-1263 Laguna Plaza
93 04-0937 04-0937 Pacific Pointe
94 09-0001988 09-0001988 5000 Blazer Memorial Parkway
95 09-0002008 09-0002008 Tracy Plaza Four
96 04-0029 04-0029 Sopra Centre
97 09-0001993 09-0001993 Centra Point V
98 09-0001969 09-0001969 Harbor Medical Office
99 04-0776 04-0776 Corporate Exchange Center
100 04-0982 04-0982 100 Bank Street
101 09-0002011 09-0002011 Ruffin Road Industrial
102 09-0001957 09-0001957 6801 Building
103 09-0001987 09-0001987 9480 Warner Ave
104 09-0001998 09-0001998 Pell City Shopping Center
105 09-0002007 09-0002007 Trinity Corporate Park
106 04-1043 04-1043 Smart & Final Center
107 09-0001996 09-0001996 Milestone Shopping Center
108 04-1185 04-1185 Peachtree City Marketplace
109 09-0002019 09-0002019 Palmer Park Shopping Center
110 09-0001942 09-0001942 Bond Street Office
111 04-0738 04-0738 Quail Corners South
112 04-0997 04-0997 Rockwest I
113 09-0001952 09-0001952 Westpoint Industrial
114 09-0002009 09-0002009 Wednesbury Medical Office
115 04-1140 04-1140 Parkway Commons Office Building
116 09-0002024 09-0002024 Southpointe Plaza
117 04-0944 04-0944 Vestridge Commons
118 03-0617 03-0617 Eastgate Center
119 09-0001976 09-0001976 Grove Medical Center
120 09-0001971 09-0001971 Mountain View Plaza
121 03-0655 03-0655 Northpark One
122 09-0001995 09-0001995 Smoky Hill Shopping Center
123 09-0001958 09-0001958 5700 Building
124 04-1135 04-1135 Walgreens Pleasant Hill
125 09-0001975 09-0001975 Hartland Village Shopping Center
126 04-0737 04-0737 Quail Corners South - Phase III
127 04-1265 04-1265 Arbo Portfolio
127.01 04-1265 04-1265 440 West 5th Street
127.02 04-1265 04-1265 1254 East 1st Street
128 09-0001948 09-0001948 Montgomery Crossing SC
129 09-0001972 09-0001972 Safeway Store - Pueblo West
130 04-0620 04-0620 Wood River Mini Storage
131 09-0001970 09-0001970 Lowe's Plaza Shopping Center
132 09-0001989 09-0001989 Village at Ontario Center
133 04-0733 04-0733 Plaza El Portal
134 09-0002014 09-0002014 Anderson Crossing Shopping Center
135 04-1078 04-1078 Clearview Parkway Shopping Center
136 04-1115 04-1115 Brookside Building
137 04-0906 04-0906 826 South Hobart Boulevard
138 04-0816 04-0816 CVS, Lancaster
139 09-0001979 09-0001979 Prairie Towne Square Apartments
140 04-0740 04-0740 Quail Court
141 04-0909 04-0909 12407 Sowden Road
142 04-0736 04-0736 689 Sierra Rose Drive
2-C 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian
3-C 04-0773 04-0773 1440 Broadway
8-C 04-0662 04-0662 Shops at Wailea
12-C 04-0140 04-0140 2040 Main Street
14-C 04-1247 04-1247 1370 Avenue of the Americas
19-C 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio
70-C 09-0001944 09-0001944 Toringdon II
GCCFC 05-GG3 Loan ID Property Name General Property Type Detailed Property Type
1 Property Name Retail Regional Mall
2 Grand Canal Shoppes at the Venetian Retail Regional Mall
3 1440 Broadway Office General Urban
4 The Crescent Office General Urban
5 498 Seventh Avenue Office General Urban
6 Mall St. Matthews Retail Regional Mall
7 Westin Kierland Hospitality Full Service
8 Shops at Wailea Retail Regional Mall
9 Waikiki Galleria Office General Urban
10 Place Properties Portfolio
10.01 Clayton Place Multifamily Student Housing
10.02 River Place Multifamily Student Housing
10.03 Jacksonville Place Multifamily Student Housing
10.04 Troy Place Multifamily Student Housing
10.05 Martin Place Multifamily Student Housing
10.06 Cape Place Multifamily Student Housing
10.07 Clemson Place Multifamily Student Housing
10.08 Macon Place Multifamily Student Housing
10.09 Murray Place Multifamily Student Housing
11 1700 Market Street Office General Urban
12 2040 Main Street Office General Suburban
13 Doral Arrowwood Hotel Hospitality Full Service
14 1370 Avenue of the Americas Office General Urban
15 One South Street Office General Urban
16 South Park Mall Retail Regional Mall
17 Village at Orange Retail Regional Mall
18 Mayfaire Town Center Retail Regional Mall
19 Birtcher/Charlesbank Office Portfolio
19.01 Park Tower Office General Urban
19.02 801 Civic Center Drive Office General Urban
19.03 Transit Tower Office General Urban
20 Atlanta Decorative Arts Center Office General Urban
21 Hilton Nashville Downtown Hospitality Full Service
22 3100 Thornton Office General Suburban
23 Lake Arrowhead Village Retail Anchored
24 Olathe Station Retail Anchored
25 One Financial Plaza Office General Urban
26 Executive Campus Office General Suburban
27 1341 G Street Office General Urban
28 FAA Building Office General Suburban
29 Hyatt Regency Albuquerque Hospitality Full Service
30 Groton Estates Multifamily Garden
31 Champions of the West Tower Office General Suburban
32 Irvine Technology Center-I Office R & D
33 2470 Highcrest Road Office General Suburban
34 Lee Farm Corporate Center Office General Suburban
35 Mills Pointe/Arapahoe Village Portfolio
35.01 Mills Pointe Retail Anchored
35.02 Arapaho Village Retail Anchored
36 St Louis Place Office General Urban
37 Portofino Plaza Office General Suburban
38 500 East 84th Avenue Office General Suburban
39 Piazza Del Sol Office General Urban
40 Hotel Burnham Hospitality Full Service
41 Magnolia Village Office General Urban
42 1355 Beverly Road Office General Suburban
43 Capitol Center Office General Urban
44 Seattle Tower Office General Urban
45 Marketplace at Kapolei Retail Shadow Anchored
46 New Loudon Center Retail Anchored
47 H.H. Gregg Retail Portfolio
47.01 Clarksville Commons Retail Anchored
47.02 East Washington Street Retail Anchored
47.03 U.S. 31 South Retail Anchored
48 North Mountain Village Apartments Multifamily Garden
49 Prospect Place Office Office General Suburban
50 Radisson Metrodome Hospitality Full Service
51 Waynechester Plaza Retail Anchored
52 Dack Portfolio
52.01 Energy Park I & II Office General Suburban
52.02 Maryland Way Office General Suburban
53 711 Atlantic Avenue Office General Urban
54 The Plaza at Encinitas Ranch Retail Shadow Anchored
55 University Plaza Retail Anchored
56 Wells Fargo Building Office General Urban
57 Fremont Moreno Center Retail Unanchored
58 Pleasant Valley Office General Suburban
59 25 Melville Road Office General Suburban
60 Village Shopping Center Retail Anchored
61 Casas Adobes Plaza Retail Anchored
62 Shoppes at Letson Farms Retail Anchored
63 Bloomfield Park Gateway Center Retail Anchored
64 Hollidaysburg Manor Apts Multifamily Garden
65 Northfield Commons Retail Anchored
66 Fairfield Office Portfolio
66.01 777 Commerce Drive Office General Suburban
66.02 1375 Kings Highway East Office General Suburban
67 Prairie Glen Medical Office Buildings B and C Office Medical
68 1420 Harbor Bay Parkway Office General Suburban
69 Hampton Inn Camarillo Hospitality Limited Service
70 Toringdon II Office General Suburban
71 Health Park Office Medical
72 Pasadena Collection Retail Unanchored
73 Towneplace Suites by Marriott, San Jose Hospitality Limited Service
74 Sunset Plaza Retail Shadow Anchored
75 Eastwind Shopping Center Retail Anchored
76 Centra Point I Office General Suburban
77 Intracorp Building Office General Urban
78 Walden Park Retail Shadow Anchored
79 Quail Vista Industrial Warehouse
80 Westwood Plaza Retail Shadow Anchored
81 Northdale Plaza Office General Suburban
82 Polaris Retail Center Retail Anchored
83 Robert Morris Building Office General Urban
84 The Highlands of East Ellijay Retail Anchored
85 Fleetwood Office Park Office General Suburban
86 Bayshore Center Office General Urban
87 Prairie Glen Medical Office Building A Office Medical
88 Highlands Shopping Center Retail Shadow Anchored
89 Eagle Mountain Shopping Center Retail Anchored
90 Rivers Bend East Office General Suburban
91 6312 Nagle Avenue Retail Shadow Anchored
92 Laguna Plaza Retail Unanchored
93 Pacific Pointe Office General Urban
94 5000 Blazer Memorial Parkway Office General Suburban
95 Tracy Plaza Four Retail Anchored
96 Sopra Centre Office General Urban
97 Centra Point V Office General Suburban
98 Harbor Medical Office Office General Suburban
99 Corporate Exchange Center Office General Suburban
100 100 Bank Street Office General Urban
101 Ruffin Road Industrial Industrial Industrial
102 6801 Building Office General Suburban
103 9480 Warner Ave Retail Anchored
104 Pell City Shopping Center Retail Shadow Anchored
105 Trinity Corporate Park Office General Urban
106 Smart & Final Center Retail Anchored
107 Milestone Shopping Center Retail Shadow Anchored
108 Peachtree City Marketplace Retail Anchored
109 Palmer Park Shopping Center Retail Shadow Anchored
110 Bond Street Office Office General Suburban
111 Quail Corners South Office General Suburban
112 Rockwest I Retail Unanchored
113 Westpoint Industrial Industrial Warehouse
114 Wednesbury Medical Office Office Medical
115 Parkway Commons Office Building Office General Suburban
116 Southpointe Plaza Retail Shadow Anchored
117 Vestridge Commons Retail Unanchored
118 Eastgate Center Retail Anchored
119 Grove Medical Center Office Medical
120 Mountain View Plaza Retail Shadow Anchored
121 Northpark One Office General Suburban
122 Smoky Hill Shopping Center Retail Shadow Anchored
123 5700 Building Office General Suburban
124 Walgreens Pleasant Hill Retail Single Tenant
125 Hartland Village Shopping Center Retail Shadow Anchored
126 Quail Corners South - Phase III Office General Suburban
127 Arbo Portfolio
127.01 440 West 5th Street Multifamily Garden
127.02 1254 East 1st Street Multifamily Garden
128 Montgomery Crossing SC Retail Shadow Anchored
129 Safeway Store - Pueblo West Retail Anchored
130 Wood River Mini Storage Self-Storage General, units only
131 Lowe's Plaza Shopping Center Retail Shadow Anchored
132 Village at Ontario Center Retail Shadow Anchored
133 Plaza El Portal Retail Unanchored
134 Anderson Crossing Shopping Center Retail Shadow Anchored
135 Clearview Parkway Shopping Center Retail Unanchored
136 Brookside Building Office General Suburban
137 826 South Hobart Boulevard Multifamily Conventional
138 CVS, Lancaster Retail Single Tenant
139 Prairie Towne Square Apartments Multifamily Conventional
140 Quail Court Office General Suburban
141 12407 Sowden Road Industrial Warehouse
142 689 Sierra Rose Drive Office General Suburban
2-C Grand Canal Shoppes at the Venetian
3-C 1440 Broadway
8-C Shops at Wailea
12-C 2040 Main Street
14-C 1370 Avenue of the Americas
19-C Birtcher/Charlesbank Office Portfolio
70-C Toringdon II
GCCFC 05-GG3 Loan ID Address City
1 7400 San Pedro Avenue San Antonio
2 3355 Las Vegas Boulevard South Las Vegas
3 1440 Broadway New York
4 100-300 and 500 Crescent Court Dallas
5 498 Seventh Avenue New York
6 5000 Shelbyville Road Louisville
7 6902 East Greenway Parkway Phoenix
8 3750 Wailea Alanui Drive Wailea
9 2222 and 2224 Kalakaua Avenue Honolulu
10
10.01 5809 North Lake Drive Morrow
10.02 915 Lovvorn Road Carrollton
10.03 331 Nisbet Street NW Jacksonville
10.04 100 Gibbs Street Troy
10.05 237 West Peach Street Martin
10.06 1710 North Sprigg Street Cape Girardeau
10.07 133 Clemson Place Circle Clemson
10.08 5091 Ivey Drive Macon
10.09 1700 Lowes Drive Murray
11 1700 Market Street Philadelphia
12 2040 Main Street Irvine
13 975 Anderson Hill Road Rye Brook
14 1370 Avenue of the Americas New York
15 One South Street Baltimore
16 2310 SW Military Parkway San Antonio
17 1500 East Village Way Orange
18 Military Cutoff Road Wilmington
19
19.01 200 Santa Ana Boulevard Santa Ana
19.02 801 Civic Center Drive Santa Ana
19.03 405 West 5th Street Santa Ana
20 349-351 Peachtree Hills Avenue Atlanta
21 121 Fourth Avenue South Nashville
22 3100 Thornton Burbank
23 28200 Highway 189 Lake Arrowhead
24 15345 West 119th Street (P1); 12075 South Strang Line Road (P2) Olathe
25 501 North Broadway St. Louis
26 3 Executive Campus Cherry Hill
27 1341 G Street Washington
28 2300 East Devon Road Des Plaines
29 330 Tijeras Avenue, NW Albuquerque
30 260 Shennecossett Rd Groton
31 12264 El Camino Real San Diego
32 18871 Teller Avenue, 18872 & 18902 Bardeen Avenue, and 2525 & 2601 Campus Drive Irvine
33 2470 Highcrest Road Roseville
34 83 Wooster Heights Road Danbury
35
35.01 2810 E Trinity Mills Road Carrollton
35.02 819 West Arapaho Road Richardson
36 200 North Broadway St Louis
37 1401 Ocean Avenue Santa Monica
38 500 East 84th Street Thornton
39 8439 West Sunset Boulevard West Hollywood
40 1 West Washington Street Chicago
41 6900 South McCarran Boulevard Reno
42 1355 Beverly Road McLean
43 919 Congress Avenue Austin
44 1218 Third Avenue Seattle
45 590 Farrington Highway Kapolei
46 873 New Loudon Road Latham
47
47.01 1050 East Highway 131 Clarksville
47.02 10101 East Washington Street Indianapolis
47.03 8921 U.S. Highway 31 South Indianapolis
48 3333 West Thunderbird Road Phoenix
49 3111 S. Dixie Highway West Palm Beach
50 615 Washington Avenue SE Minneapolis
51 1600-1660 Route 23 North Wayne
52
52.01 377 & 381 Riverside Drive Franklin
52.02 5300 Maryland Way Brentwood
53 711 Atlantic Avenue Boston
54 1560 Leucadia Boulevard Encinitas
55 5850 University Drive Huntsville
56 200 South Virginia Street Reno
57 1241-1249 Third Street Santa Monica
58 2401 Pleasant Valley Road York
59 25 Melville Park Road Melville
60 1001 North Miami Boulevard Durham
61 7001-7151 North Oracle Road Tucson
62 4750 Eastern Valley Road Bessemer
63 2055-2097 Telegraph Road Bloomfield Hills
64 17 Clover Drive Hollidaysburg
65 2105 S. Boulevard West Troy
66
66.01 777 Commerce Drive Fairfield
66.02 1375 Kings Highway East Fairfield
67 2551 and 2591 Compass Road Glenview
68 1420 Harbor Bay Parkway Alameda
69 50 West Daily Drive Camarillo
70 3430 Toringdon Way Charlotte
71 1651 Gunbarrel Road Chattanooga
72 175 S. Lake Avenue & 825 Cordova Street Pasadena
73 440 Sarasota Avenue San Jose
74 1000-1152 Sunset Road Henderson
75 2381 East Windmill Lane Las Vegas
76 8363 West Sunset Road Las Vegas
77 2505 Second Avenue Seattle
78 10900 Lakeline Mall Drive Austin
79 4690 Longley Lane Reno
80 542 Bypass 72 NW Greenwood
81 3903 Northdale Boulevard Tampa
82 8655 - 8671 Lyra Drive Columbus
83 100 North 17th Street Philadelphia
84 88 Highland Crossing East Ellijay
85 3275, 3279, 3281 & 3285 Veterans Memorial Highway Ronkonkoma
86 2907-2909 West Bay to Bay Boulevard Tampa
87 2501 Compass Road Glenview
88 9555 South University Boulevard Highlands Ranch
89 14835 East Shea Boulevard Fountain Hills
90 13203 North Enon Church Road Chester
91 6312 Nagle Avenue Chicago
92 1130 and 1142 Fremont Boulevard Seaside
93 2108 North Pacific Street Seattle
94 5000 Blazer Memorial Parkway Dublin
95 2886-2888 West Grant Line Road Tracy
96 110 East Atlantic Avenue Delray Beach
97 8395 West Sunset Road Las Vegas
98 2720 North Harbor Boulevard Fullerton
99 12502 - 12503 Exchange Drive Stafford
100 100 Bank Street Burlington
101 3949 & 3959 Ruffin Road Kearny Mesa
102 6801 Lake Worth Road Lake Worth
103 9380 - 9480 Warner Avenue and 17075 Bushard Street Fountain Valley
104 41-89 Vaughan Lane Pell City
105 1500 Sunday Drive Raleigh
106 2828 West Thunderbird Road Phoenix
107 62 & 188 Founders Parkway Castle Rock
108 225 Marketplace Connector Peachtree City
109 1580 Space Center Drive Colorado Springs
110 31600-31700 West Thirteen Mile Road Farmington Hills
111 609, 615, 665 and 691 Sierra Rose Drive Reno
112 1183-1207 Howell Mill Road Atlanta
113 6001 Hiatus Road Tamarac
114 8200 Wednesbury Lane Houston
115 13900 North Portland Avenue Oklahoma City
116 3209 Deans Bridge Road Augusta
117 1360 Montgomery Highway Vestavia
118 4001 Wake Forest Road Raleigh
119 4160 Route 83 Long Grove
120 US Highway 220 and Commonwealth Boulevard Martinsville
121 135 North Park Place Stockbridge
122 19731 Smoky Hill Road Centennial
123 5700 & 5702 Lake Worth Road Greenacres
124 721 Gregory Lane Pleasant Hill
125 4750 Hartland Parkway Lexington
126 630, 670 and 690 Sierra Rose Drive Reno
127
127.01 440 East 5th Street Long Beach
127.02 1254 East 1st Street Long Beach
128 157 Montgomery Crossing Biscoe
129 1017 North Marketplace Pueblo West
130 11819 State Highway 75 Hailey
131 3601 Old Halifax Road South Boston
132 4275 East Concours Ontario
133 3020 Santa Rosa Avenue Santa Rosa
134 1244-1296 Anderson Crossing Drive Lawrenceburg
135 4301-4307 Clearview Parkway @ W. Esplanade Metairie
136 3461 Brookside Road Stockton
137 826 South Hobart Boulevard Los Angeles
138 1225 North Bluegrove Road Lancaster
139 3025 Triumph Drive Sun Prarie
140 6770 South McCarran Boulevard Reno
141 12407 Sowden Road Houston
142 689 Sierra Rose Drive Reno
2-C
3-C
8-C
12-C
14-C
19-C
70-C
GCCFC 05-GG3 Loan ID County State Zip Code Original Balance Cut-off Date Balance
1 Bexar Texas 78216 $251,000,000 $250,391,107.83
2 Clark Nevada 89109 $237,000,000 $234,752,792.07
3 New York New York 10018 $225,000,000 $225,000,000.00
4 Dallas Texas 75201 $214,770,000 $214,770,000.00
5 New York New York 10018 $181,500,000 $181,500,000.00
6 Jefferson Kentucky 40207 $155,000,000 $154,827,634.22
7 Maricopa Arizona 85254 $135,000,000 $135,000,000.00
8 Maui Hawaii 96753 $112,000,000 $112,000,000.00
9 Honolulu Hawaii 96815 $100,000,000 $100,000,000.00
10 $98,660,000 $98,660,000.00
10.01 Clayton Georgia 30260
10.02 Carroll Georgia 30117
10.03 Calhoun Alabama 36265
10.04 Pike Alabama 36081
10.05 Weakley Tennessee 38237
10.06 Cape Girardeau Missouri 63701
10.07 Pickens South Carolina 29631
10.08 Bibb Georgia 31206
10.09 Calloway Kentucky 42071
11 Philadelphia Pennsylvania 19103 $88,900,000 $88,900,000.00
12 Orange California 92614 $76,000,000 $75,776,163.02
13 Westchester New York 10573 $75,000,000 $75,000,000.00
14 New York New York 10019 $67,500,000 $67,500,000.00
15 Baltimore Maryland 21201 $65,000,000 $65,000,000.00
16 Bexar Texas 78224 $64,000,000 $64,000,000.00
17 Orange California 92865 $60,050,000 $60,050,000.00
18 New Hanover North Carolina 28405 $52,000,000 $52,000,000.00
19 $48,200,000 $48,200,000.00
19.01 Orange California 92701
19.02 Orange California 92701
19.03 Orange California 92701
20 Fulton Georgia 30305 $48,000,000 $48,000,000.00
21 Davidson Tennessee 37201 $36,000,000 $35,896,706.86
22 Los Angeles California 91504 $35,700,000 $35,700,000.00
23 San Bernardino California 92352 $34,500,000 $34,500,000.00
24 Johnson Kansas 66062 $33,150,000 $33,150,000.00
25 Saint Louis City Missouri 63102 $30,750,000 $30,750,000.00
26 Camden New Jersey 08002 $30,000,000 $30,000,000.00
27 District of Columbia District of Columbia 20005 $28,000,000 $28,000,000.00
28 Cook Illinois 60018 $26,000,000 $25,679,805.13
29 Bernalillo New Mexico 87102 $23,800,000 $23,694,569.16
30 New London Connecticut 06340 $22,000,000 $22,000,000.00
31 San Diego California 92130 $21,200,000 $21,200,000.00
32 Orange California 92612 $21,000,000 $21,000,000.00
33 Ramsey Minnesota 55113 $20,860,000 $20,679,031.01
34 Fairfield Connecticut 06810 $20,250,000 $20,215,329.01
35 $20,170,000 $20,170,000.00
35.01 Dallas Texas 75006
35.02 Dallas Texas 75080
36 St. Louis Missouri 63101 $20,000,000 $19,877,689.35
37 Los Angeles California 90401 $19,480,000 $19,480,000.00
38 Adams Colorado 80229 $19,000,000 $19,000,000.00
39 Los Angeles California 90069 $17,520,000 $17,520,000.00
40 Cook Illinois 60602 $17,400,000 $17,360,516.87
41 Washoe Nevada 89509 $17,200,000 $17,144,612.00
42 Fairfax Virginia 22101 $16,800,000 $16,800,000.00
43 Travis Texas 78701 $16,500,000 $16,472,187.03
44 King Washington 98101 $15,675,000 $15,675,000.00
45 Honolulu Hawaii 96707 $15,400,000 $15,400,000.00
46 Albany New York 12110 $15,000,000 $15,000,000.00
47 $15,000,000 $14,985,090.50
47.01 Clark Indiana 47129
47.02 Marion Indiana 46229
47.03 Marion Indiana 46227
48 Maricopa Arizona 85053 $15,000,000 $14,937,314.07
49 Palm Beach Florida 33401 $14,800,000 $14,800,000.00
50 Hennepin Minnesota 55414 $14,500,000 $14,406,706.35
51 Passaic New Jersey 07470 $14,200,000 $14,200,000.00
52 $14,000,000 $14,000,000.00
52.01 Williamson Tennessee 37064
52.02 Williamson Tennessee 37027
53 Suffolk Massachusetts 02111 $13,750,000 $13,689,093.11
54 San Diego California 92024 $13,700,000 $13,631,695.90
55 Madison Alabama 35806 $13,500,000 $13,500,000.00
56 Washoe Nevada 89501 $12,750,000 $12,750,000.00
57 Los Angeles California 90401 $12,500,000 $12,454,689.81
58 York Pennsylvania 17402 $12,000,000 $11,964,671.51
59 Suffolk New York 11747 $11,750,000 $11,750,000.00
60 Durham North Carolina 27703 $11,440,000 $11,440,000.00
61 Pima Arizona 85704 $11,300,000 $11,300,000.00
62 Jefferson Alabama 35111 $11,200,000 $11,200,000.00
63 Oakland Michigan 48302 $11,200,000 $11,189,840.70
64 Blair Pennsylvania 16648 $10,320,000 $10,320,000.00
65 Oakland Michigan 48098 $10,050,000 $10,040,511.62
66 $10,000,000 $10,000,000.00
66.01 Fairfield Connecticut 06430
66.02 Fairfield Connecticut 06430
67 Cook Illinois 60026 $9,800,000 $9,791,662.06
68 Alameda California 94502 $9,500,000 $9,472,403.79
69 Ventura California 93010 $9,000,000 $8,963,662.56
70 Mecklenburg North Carolina 28277 $8,850,000 $8,850,000.00
71 Hamilton Tennessee 37421 $8,700,000 $8,700,000.00
72 Los Angeles California 91101 $8,630,000 $8,630,000.00
73 Santa Clara California 95129 $8,600,000 $8,589,215.82
74 Clark Nevada 89014 $8,500,000 $8,500,000.00
75 Clark Nevada 89123 $8,450,000 $8,450,000.00
76 Clark Nevada 89113 $8,415,000 $8,415,000.00
77 King Washington 98121 $8,200,000 $8,200,000.00
78 Williamson Texas 78717 $8,100,000 $8,100,000.00
79 Washoe Nevada 89502 $8,000,000 $7,978,405.89
80 Greenwood South Carolina 29649 $7,620,000 $7,620,000.00
81 Hillsborough Florida 33624 $7,600,000 $7,564,410.61
82 Delaware Ohio 43240 $7,500,000 $7,492,545.25
83 Philadelphia Pennsylvania 19103 $7,280,000 $7,280,000.00
84 Gilmer Georgia 30540 $7,100,000 $7,100,000.00
85 Suffolk New York 11779 $7,000,000 $7,000,000.00
86 Hillsborough Florida 33629 $7,000,000 $7,000,000.00
87 Cook Illinois 60026 $6,800,000 $6,794,214.50
88 Douglas Colorado 80126 $6,750,000 $6,750,000.00
89 Maricopa Arizona 85268 $6,650,000 $6,643,891.53
90 Chesterfield Virginia 23836 $6,500,000 $6,500,000.00
91 Cook Illinois 60646 $6,446,000 $6,446,000.00
92 Monterey California 93955 $6,342,000 $6,342,000.00
93 King Washington 98103 $6,225,000 $6,207,358.40
94 Franklin Ohio 43017 $6,120,000 $6,096,114.92
95 San Joaquin California 95304 $6,000,000 $6,000,000.00
96 Palm Beach Florida 33444 $5,900,000 $5,872,371.39
97 Clark Nevada 89113 $5,800,000 $5,800,000.00
98 Orange California 92835 $5,700,000 $5,700,000.00
99 Fort Bend Texas 77477 $5,650,000 $5,618,061.30
100 Chittenden Vermont 05401 $5,600,000 $5,600,000.00
101 San Diego California 92123 $5,600,000 $5,600,000.00
102 Palm Beach Florida 33467 $5,500,000 $5,471,034.62
103 Orange California 92708 $5,185,000 $5,130,916.57
104 Saint Clair Alabama 35125 $5,050,000 $5,039,643.81
105 Wake North Carolina 27607 $5,000,000 $4,992,186.40
106 Maricopa Arizona 85053 $4,900,000 $4,881,052.62
107 Douglas Colorado 80104 $4,850,000 $4,850,000.00
108 Fayette Georgia 30269 $4,750,000 $4,741,009.68
109 El Paso Colorado 80915 $4,700,000 $4,695,098.98
110 Oakland Michigan 48334 $4,700,000 $4,673,474.18
111 Washoe Nevada 89511 $4,600,000 $4,584,050.90
112 Fulton Georgia 30318 $4,500,000 $4,477,959.31
113 Broward Florida 33321 $4,000,000 $4,000,000.00
114 Harris Texas 77074 $4,000,000 $4,000,000.00
115 Oklahoma Oklahoma 73134 $4,000,000 $3,988,651.00
116 Richmond Georgia 30906 $3,920,000 $3,920,000.00
117 Jefferson Alabama 35216 $3,850,000 $3,838,920.35
118 Wake North Carolina 27609 $3,800,000 $3,800,000.00
119 Lake Illinois 60047 $3,750,000 $3,750,000.00
120 Martinsville City Virginia 24112 $3,575,000 $3,575,000.00
121 Henry Georgia 30281 $3,550,000 $3,536,754.86
122 Arapahoe Colorado 80015 $3,500,000 $3,500,000.00
123 Palm Beach Florida 33463 $3,450,000 $3,431,830.81
124 Contra Costa California 94523 $3,400,000 $3,397,088.41
125 Fayette Kentucky 40515 $3,050,000 $3,040,871.46
126 Washoe Nevada 89511 $3,000,000 $2,986,578.72
127 $2,900,000 $2,897,463.50
127.01 Los Angeles California 90802
127.02 Los Angeles California 90802
128 Montgomery North Carolina 27209 $2,880,000 $2,880,000.00
129 Pueblo Colorado 81007 $2,770,000 $2,720,901.58
130 Blaine Idaho 83333 $2,700,000 $2,682,156.89
131 Halifax Virginia 24592 $2,600,000 $2,600,000.00
132 San Bernardino California 91764 $2,600,000 $2,592,732.77
133 Sonoma California 95407 $2,598,000 $2,586,800.55
134 Anderson Kentucky 40342 $2,550,000 $2,544,919.26
135 Jefferson Louisiana 70006 $2,500,000 $2,495,174.08
136 San Joaquin California 95219 $2,200,000 $2,191,433.69
137 Los Angeles California 90005 $2,025,000 $2,015,158.82
138 Dallas Texas 75146 $2,000,000 $1,991,921.16
139 Dane Wisconsin 53590 $1,850,000 $1,850,000.00
140 Washoe Nevada 89509 $1,425,000 $1,419,034.82
141 Harris Texas 77080 $1,125,000 $1,120,740.09
142 Washoe Nevada 89511 $1,125,000 $1,119,978.60
2-C $190,000,000 $188,198,440.84
3-C $15,000,000 $15,000,000.00
8-C $8,000,000 $8,000,000.00
12-C $12,000,000 $11,964,657.32
14-C $82,500,000 $82,500,000.00
19-C $48,200,000 $48,200,000.00
70-C $8,850,000 $8,850,000.00
Original Term
to
GCCFC 05-GG3 Loan ID Monthly Debt Service Gross Interest Rate Seasoning Maturity (mos.)
1 $1,261,361.78 4.4300% 2 61
2 $2,235,161.95 4.7800% 8 59
3 $1,336,285.31 5.9120% 0 120
4 $907,303.82 5.0000% 2 83
5 $772,887.50 5.0400% 1 60
6 $813,699.81 4.8050% 1 60
7 $579,437.50 5.0800% 2 60
8 $682,335.54 6.1500% 4 120
9 $575,656.40 5.6250% 2 120
10 $536,745.80 6.4390% 2 60
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
11 $496,153.06 5.3450% 3 84
12 $490,411.26 6.7000% 4 120
13 $492,436.57 6.2000% 0 120
14 $700,343.75 5.5260% 2 120
15 $370,900.13 5.5450% 2 120
16 $394,569.47 5.8800% 4 120
17 $278,037.06 5.4800% 3 84
18 $304,151.95 5.7710% 1 120
19 $312,816.54 6.7560% 6 84
19.01
19.02
19.03
20 $250,680.14 4.7600% 3 60
21 $218,926.77 5.4000% 2 120
22 $199,576.20 5.3600% 2 120
23 $199,801.09 5.6800% 4 120
24 $180,599.43 5.1300% 1 84
25 $142,375.35 5.4800% 5 60
26 $182,089.20 6.1150% 1 120
27 $169,226.25 6.0750% 5 120
28 $187,775.12 6.1000% 6 240
29 $145,386.31 5.4460% 3 84
30 $130,490.03 5.9000% 5 120
31 $121,037.16 5.5500% 4 120
32 $128,346.07 6.1800% 2 120
33 $114,544.53 5.2000% 8 120
34 $119,928.80 5.8860% 2 120
35 $112,381.01 5.3300% 2 120
35.01
35.02
36 $120,914.89 6.0780% 7 84
37 $108,657.73 5.3400% 2 120
38 $109,110.95 5.6030% 1 60
39 $97,725.03 5.3400% 2 120
40 $118,575.62 6.6000% 2 120
41 $107,024.54 6.3500% 4 120
42 $94,127.54 5.3800% 1 120
43 $98,353.72 5.9460% 2 84
44 $88,627.57 5.4620% 2 84
45 $84,372.92 5.1800% 0 120
46 $86,443.19 5.6350% 5 120
47 $83,109.50 5.2800% 1 120
47.01
47.02
47.03
48 $82,830.56 5.2500% 4 120
49 $86,839.45 5.8000% 0 120
50 $96,100.70 6.3000% 5 60
51 $81,949.53 5.6480% 3 120
52 $85,291.94 6.1500% 2 120
52.01
52.02
53 $83,262.12 6.0930% 5 84
54 $78,389.85 5.5700% 5 96
55 $77,075.55 5.5500% 4 120
56 $70,248.11 5.2300% 3 84
57 $73,862.35 5.8650% 4 120
58 $68,685.31 5.5730% 3 120
59 $67,084.28 5.5500% 4 120
60 $64,525.05 5.4400% 3 120
61 $51,747.20 5.4200% 4 60
62 $63,101.35 5.4300% 3 120
63 $64,650.41 5.6500% 1 120
64 $57,564.05 5.3400% 2 120
65 $56,999.76 5.4900% 1 120
66 $52,891.20 6.2600% 7 60
66.01
66.02
67 $58,127.38 5.9000% 1 120
68 $54,729.35 5.6320% 3 84
69 $57,833.18 5.9720% 3 120
70 $53,060.22 6.0000% 6 120
71 $39,326.22 5.3500% 1 60
72 $48,137.38 5.3400% 1 120
73 $55,884.01 6.0900% 1 120
74 $52,004.72 6.1900% 7 120
75 $50,933.97 6.0500% 5 84
76 $47,410.52 5.4300% 3 120
77 $35,334.03 5.1000% 5 60
78 $45,838.56 5.4700% 5 96
79 $47,707.18 5.9500% 3 120
80 $42,314.22 5.3000% 1 120
81 $44,835.51 5.8500% 5 120
82 $41,554.75 5.2800% 1 120
83 $29,831.99 4.8500% 3 60
84 $42,031.61 5.6300% 1 120
85 $32,942.94 5.5700% 6 60
86 $39,877.08 5.5300% 2 120
87 $40,333.28 5.9000% 1 120
88 $37,190.18 5.2300% 2 120
89 $38,176.25 5.6000% 1 120
90 $37,602.55 5.6700% 8 120
91 $40,534.20 6.3400% 2 84
92 $36,168.50 5.5400% 0 120
93 $36,287.87 5.7400% 3 120
94 $34,940.92 5.5500% 4 120
95 $33,654.41 5.3900% 1 120
96 $34,806.52 5.8500% 5 84
97 $32,677.48 5.4300% 3 120
98 $33,991.36 5.9500% 5 84
99 $33,090.41 5.7830% 6 120
100 $33,118.96 5.8730% 4 120
101 $30,681.06 5.1800% 2 60
102 $30,610.10 5.3200% 5 60
103 $42,586.21 5.5800% 3 180
104 $27,605.45 5.1600% 2 120
105 $28,996.93 4.9200% 1 120
106 $28,098.98 5.5900% 4 120
107 $26,721.83 5.2300% 2 120
108 $26,940.18 5.4900% 2 120
109 $25,460.91 5.0800% 1 120
110 $27,547.47 5.7900% 6 120
111 $27,727.37 6.0500% 4 120
112 $25,975.61 5.6500% 5 120
113 $23,904.92 5.9700% 5 120
114 $22,386.38 5.3700% 1 120
115 $23,304.81 5.7350% 3 120
116 $21,938.66 5.3700% 1 120
117 $22,279.59 5.6730% 3 120
118 $19,745.49 6.1500% 7 60
119 $17,362.85 5.4800% 5 60
120 $20,523.32 5.6000% 5 120
121 $20,701.05 5.7430% 4 120
122 $19,283.80 5.2300% 2 120
123 $19,200.88 5.3200% 5 60
124 $20,112.28 5.8750% 1 120
125 $17,317.56 5.5000% 3 120
126 $18,083.07 6.0500% 5 120
127 $17,002.91 5.7930% 1 120
127.01
127.02
128 $17,304.11 6.0200% 6 120
129 $22,559.78 5.4500% 5 180
130 $17,644.54 6.1500% 5 120
131 $14,893.28 5.5800% 5 120
132 $15,255.58 5.8000% 3 120
133 $15,928.81 6.2100% 5 120
134 $14,128.61 5.2800% 2 120
135 $14,053.88 5.4100% 2 120
136 $12,574.30 5.5600% 4 120
137 $11,733.87 5.6850% 5 120
138 $12,621.64 6.4850% 5 120
139 $10,937.54 5.8700% 4 120
140 $8,852.90 6.3350% 5 120
141 $6,515.25 5.6800% 4 120
142 $6,788.40 6.0600% 5 120
2-C $2,235,161.95 4.7800% 8 59
3-C $1,336,285.31 5.9120% 0 120
8-C $682,335.54 6.1500% 4 120
12-C $490,411.26 6.7000% 4 120
14-C $700,343.75 5.5260% 2 120
19-C $312,816.54 6.7560% 6 84
70-C $53,060.22 6.0000% 6 120
Stated Remaining Original Remaining Remaining
Term to Original Interest Amortization Interest Only Amortization
GCCFC 05-GG3 Loan ID Maturity (mos.) Only Term (mos.) Term (mos.) Period (mos.) Term (mos.)
1 59 0 360 0 358
2 51 0 360 0 352
3 120 36 360 36 360
4 81 83 XX 00 XX
0 00 00 XX 00 XX
6 59 0 360 0 359
7 58 60 XX 00 XX
0 000 00 000 00 360
9 118 47 360 45 360
10 58 60 NA 58 NA
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
11 81 48 360 45 360
12 116 0 360 0 356
13 120 0 300 0 300
14 118 120 NA 118 NA
15 118 24 360 22 360
16 116 59 324 55 324
17 81 84 NA 81 NA
18 119 12 360 11 360
19 78 24 360 18 360
19.01
19.02
19.03
20 57 24 360 21 360
21 118 0 300 0 298
22 118 7 360 5 360
23 116 36 360 32 360
24 83 48 360 47 360
25 55 60 NA 55 NA
26 119 24 360 23 360
27 115 60 360 55 360
28 234 0 240 0 234
29 81 0 300 0 297
30 115 12 360 7 360
31 116 24 360 20 360
32 118 24 360 22 360
33 112 0 360 0 352
34 118 0 360 0 358
35 118 24 360 22 360
35.01
35.02
36 77 0 360 0 353
37 118 24 360 22 360
38 59 24 360 23 360
39 118 24 360 22 360
40 118 0 300 0 298
41 116 0 360 0 356
42 119 24 360 23 360
43 82 0 360 0 358
44 82 24 360 22 360
45 120 24 360 24 360
46 115 23 360 18 360
47 119 0 360 0 359
47.01
47.02
47.03
48 116 0 360 0 356
49 120 0 360 0 360
50 55 0 300 0 295
51 117 12 360 9 360
52 118 24 360 22 360
52.01
52.02
53 79 0 360 0 355
54 91 0 360 0 355
55 116 12 360 8 360
56 81 24 360 21 360
57 116 0 360 0 356
58 117 0 360 0 357
59 116 18 360 14 360
60 117 12 360 9 360
61 56 60 NA 56 NA
62 117 12 360 9 360
63 119 0 360 0 359
64 118 24 360 22 360
65 119 0 360 0 359
66 53 60 NA 53 NA
66.01
66.02
67 119 0 360 0 359
68 81 0 360 0 357
69 117 0 300 0 297
70 114 12 360 6 360
71 59 60 NA 59 NA
72 119 24 360 23 360
73 119 0 300 0 299
74 113 60 360 53 360
75 79 48 360 43 360
76 117 24 360 21 360
77 55 60 NA 55 NA
78 91 60 360 55 360
79 117 0 360 0 357
80 119 24 360 23 360
81 115 0 360 0 355
82 119 0 360 0 359
83 57 60 NA 57 NA
84 119 12 336 11 336
85 54 60 NA 54 NA
86 118 12 360 10 360
87 119 0 360 0 359
88 118 24 360 22 360
89 119 0 360 0 359
90 112 18 360 10 360
91 82 12 348 10 348
92 120 0 360 0 360
93 117 0 360 0 357
94 116 0 360 0 356
95 119 24 360 23 360
96 79 0 360 0 355
97 117 24 360 21 360
98 79 24 360 19 360
99 114 0 360 0 354
100 116 24 360 20 360
101 58 24 360 22 360
102 55 0 360 0 355
103 177 0 180 0 177
104 118 0 360 0 358
105 119 0 300 0 299
106 116 0 360 0 356
107 118 24 360 22 360
108 118 0 360 0 358
109 119 0 360 0 359
110 114 0 360 0 354
111 116 0 360 0 356
112 115 0 360 0 355
113 115 36 360 31 360
114 119 12 360 11 360
115 117 0 360 0 357
116 119 24 360 23 360
117 117 0 360 0 357
118 53 60 XX 00 XX
000 00 00 XX 00 XX
120 115 24 360 19 360
121 116 0 360 0 356
122 118 24 360 22 360
123 55 0 360 0 355
124 119 0 360 0 359
125 117 0 360 0 357
126 115 0 360 0 355
127 119 0 360 0 359
127.01
127.02
128 114 12 360 6 360
129 175 0 180 0 175
130 115 0 300 0 295
131 115 24 360 19 360
132 117 0 360 0 357
133 115 0 360 0 355
134 118 0 360 0 358
135 118 0 360 0 358
136 116 0 360 0 356
137 115 0 360 0 355
138 115 0 360 0 355
139 116 12 360 8 360
140 115 0 360 0 355
141 116 0 360 0 356
142 115 0 360 0 355
2-C 51 0 360 0 352
3-C 120 36 360 36 360
8-C 116 59 360 55 360
12-C 116 0 360 0 356
00-X 000 000 XX 000 XX
00-X 78 24 360 18 360
70-C 114 12 360 6 360
GCCFC 05-GG3 Loan ID Interest Accrual Method (Actual/360 or 30/360) Administrative Fee Rate Master Servicing Fee
1 Actual/360 0.0206% 0.0100%
2 Actual/360 0.0206% 0.0100%
3 Actual/360 0.0206% 0.0100%
4 Actual/360 0.0206% 0.0100%
5 Actual/360 0.0206% 0.0100%
6 Actual/360 0.0206% 0.0100%
7 Actual/360 0.0206% 0.0100%
8 Actual/360 0.0206% 0.0100%
9 Actual/360 0.0206% 0.0100%
10 Actual/360 0.0206% 0.0100%
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
11 Actual/360 0.0206% 0.0100%
12 Actual/360 0.0206% 0.0100%
13 Actual/360 0.0206% 0.0100%
14 Actual/360 0.0406% 0.0100%
15 Actual/360 0.0206% 0.0100%
16 Actual/360 0.0206% 0.0100%
17 Actual/360 0.0206% 0.0100%
18 Actual/360 0.0506% 0.0100%
19 Actual/360 0.0206% 0.0100%
19.01
19.02
19.03
20 Actual/360 0.0206% 0.0100%
21 Actual/360 0.0206% 0.0100%
22 Actual/360 0.0206% 0.0100%
23 Actual/360 0.0206% 0.0100%
24 Actual/360 0.0206% 0.0100%
25 Actual/360 0.0806% 0.0100%
26 Actual/360 0.0206% 0.0100%
27 Actual/360 0.0706% 0.0100%
28 Actual/360 0.0906% 0.0100%
29 Actual/360 0.0206% 0.0100%
30 Actual/360 0.0206% 0.0100%
31 Actual/360 0.0206% 0.0100%
32 Actual/360 0.0206% 0.0100%
33 Actual/360 0.0206% 0.0100%
34 Actual/360 0.0206% 0.0100%
35 Actual/360 0.0206% 0.0100%
35.01
35.02
36 Actual/360 0.0706% 0.0100%
37 Actual/360 0.0206% 0.0100%
38 Actual/360 0.0206% 0.0100%
39 Actual/360 0.0206% 0.0100%
40 Actual/360 0.0206% 0.0100%
41 Actual/360 0.0206% 0.0100%
42 Actual/360 0.0206% 0.0100%
43 Actual/360 0.0206% 0.0100%
44 Actual/360 0.0206% 0.0100%
45 Actual/360 0.0206% 0.0100%
46 Actual/360 0.0206% 0.0100%
47 Actual/360 0.0506% 0.0100%
47.01
47.02
47.03
48 Actual/360 0.0206% 0.0100%
49 Actual/360 0.0206% 0.0100%
50 Actual/360 0.0206% 0.0100%
51 Actual/360 0.0206% 0.0100%
52 Actual/360 0.0206% 0.0100%
52.01
52.02
53 Actual/360 0.0206% 0.0100%
54 Actual/360 0.0206% 0.0100%
55 Actual/360 0.0206% 0.0100%
56 Actual/360 0.0906% 0.0100%
57 Actual/360 0.0206% 0.0100%
58 Actual/360 0.0206% 0.0100%
59 Actual/360 0.0806% 0.0100%
60 Actual/360 0.0206% 0.0100%
61 Actual/360 0.0206% 0.0100%
62 Actual/360 0.0206% 0.0100%
63 Actual/360 0.0206% 0.0100%
64 Actual/360 0.0206% 0.0100%
65 Actual/360 0.0206% 0.0100%
66 Actual/360 0.0206% 0.0100%
66.01
66.02
67 Actual/360 0.0806% 0.0100%
68 Actual/360 0.0206% 0.0100%
69 Actual/360 0.0206% 0.0100%
70 Actual/360 0.0206% 0.0100%
71 Actual/360 0.0206% 0.0100%
72 Actual/360 0.0206% 0.0100%
73 Actual/360 0.0206% 0.0100%
74 Actual/360 0.0206% 0.0100%
75 Actual/360 0.0206% 0.0100%
76 Actual/360 0.0206% 0.0100%
77 Actual/360 0.0206% 0.0100%
78 Actual/360 0.0206% 0.0100%
79 Actual/360 0.0206% 0.0100%
80 Actual/360 0.0206% 0.0100%
81 Actual/360 0.0806% 0.0100%
82 Actual/360 0.0206% 0.0100%
83 Actual/360 0.0206% 0.0100%
84 Actual/360 0.0706% 0.0100%
85 Actual/360 0.0206% 0.0100%
86 Actual/360 0.0806% 0.0100%
87 Actual/360 0.0806% 0.0100%
88 Actual/360 0.0706% 0.0100%
89 Actual/360 0.0206% 0.0100%
90 Actual/360 0.0706% 0.0100%
91 Actual/360 0.0206% 0.0100%
92 Actual/360 0.0206% 0.0100%
93 Actual/360 0.0206% 0.0100%
94 Actual/360 0.0906% 0.0100%
95 Actual/360 0.0206% 0.0100%
96 Actual/360 0.0206% 0.0100%
97 Actual/360 0.0206% 0.0100%
98 Actual/360 0.0206% 0.0100%
99 Actual/360 0.0206% 0.0100%
100 Actual/360 0.0206% 0.0100%
101 Actual/360 0.0206% 0.0100%
102 Actual/360 0.0206% 0.0100%
103 Actual/360 0.0206% 0.0100%
104 Actual/360 0.0206% 0.0100%
105 Actual/360 0.0206% 0.0100%
106 Actual/360 0.0206% 0.0100%
107 Actual/360 0.0706% 0.0100%
108 Actual/360 0.0206% 0.0100%
109 Actual/360 0.0206% 0.0100%
110 Actual/360 0.0206% 0.0100%
111 Actual/360 0.0206% 0.0100%
112 Actual/360 0.0206% 0.0100%
113 Actual/360 0.0206% 0.0100%
114 Actual/360 0.0206% 0.0100%
115 Actual/360 0.0206% 0.0100%
116 Actual/360 0.0206% 0.0100%
117 Actual/360 0.0206% 0.0100%
118 Actual/360 0.0206% 0.0100%
119 Actual/360 0.0906% 0.0100%
120 Actual/360 0.0206% 0.0100%
121 Actual/360 0.0206% 0.0100%
122 Actual/360 0.0706% 0.0100%
123 Actual/360 0.0206% 0.0100%
124 Actual/360 0.0206% 0.0100%
125 Actual/360 0.0206% 0.0100%
126 Actual/360 0.0206% 0.0100%
127 Actual/360 0.0206% 0.0100%
127.01
127.02
128 Actual/360 0.0206% 0.0100%
129 Actual/360 0.0206% 0.0100%
130 Actual/360 0.0906% 0.0100%
131 Actual/360 0.0706% 0.0100%
132 Actual/360 0.0206% 0.0100%
133 Actual/360 0.0206% 0.0100%
134 Actual/360 0.0206% 0.0100%
135 Actual/360 0.0206% 0.0100%
136 Actual/360 0.0206% 0.0100%
137 Actual/360 0.0206% 0.0100%
138 Actual/360 0.0206% 0.0100%
139 Actual/360 0.0206% 0.0100%
140 Actual/360 0.0206% 0.0100%
141 Actual/360 0.0206% 0.0100%
142 Actual/360 0.0206% 0.0100%
2-C Actual/360 0.0100% 0.0000%
3-C Actual/360 0.0100% 0.0000%
8-C Actual/360 0.0100% 0.0000%
12-C Actual/360 0.0100% 0.0000%
14-C Actual/360 0.0300% 0.0000%
19-C Actual/360 0.0100% 0.0000%
70-C Actual/360 0.0000% 0.0000%
GCCFC 05-GG3 Loan ID Primary Servicing Fee Ownership Interest (Fee/Leasehold)
1 0.0100% Fee Simple
2 0.0100% Fee Simple / Leasehold
3 0.0100% Fee Simple
4 0.0100% Fee Simple
5 0.0100% Fee Simple
6 0.0100% Leasehold
7 0.0100% Fee Simple
8 0.0100% Fee Simple
9 0.0100% Fee Simple
10 0.0100%
10.01 Fee Simple
10.02 Fee Simple
10.03 Fee Simple
10.04 Fee Simple
10.05 Fee Simple
10.06 Fee Simple
10.07 Fee Simple
10.08 Fee Simple
10.09 Fee Simple
11 0.0100% Fee Simple
12 0.0100% Fee Simple
13 0.0100% Fee Simple / Leasehold
14 0.0300% Fee Simple
15 0.0100% Fee Simple
16 0.0100% Fee Simple
17 0.0100% Fee Simple
18 0.0400% Fee Simple
19 0.0100%
19.01 Fee Simple
19.02 Fee Simple / Leasehold
19.03 Leasehold
20 0.0100% Fee Simple
21 0.0100% Fee Simple
22 0.0100% Fee Simple
23 0.0100% Fee Simple
24 0.0100% Fee Simple
25 0.0700% Fee Simple / Leasehold
26 0.0100% Fee Simple
27 0.0600% Fee Simple
28 0.0800% Fee Simple
29 0.0100% Fee Simple / Leasehold
30 0.0100% Fee Simple
31 0.0100% Fee Simple
32 0.0100% Fee Simple
33 0.0100% Fee Simple
34 0.0100% Fee Simple
35 0.0100%
35.01 Fee Simple
35.02 Fee Simple
36 0.0600% Fee Simple
37 0.0100% Fee Simple
38 0.0100% Leasehold
39 0.0100% Fee Simple
40 0.0100% Fee Simple
41 0.0100% Fee Simple
42 0.0100% Fee Simple
43 0.0100% Fee Simple / Leasehold
44 0.0100% Fee Simple
45 0.0100% Leasehold
46 0.0100% Fee Simple
47 0.0400%
47.01 Fee Simple
47.02 Fee Simple
47.03 Fee Simple
48 0.0100% Fee Simple
49 0.0100% Fee Simple
50 0.0100% Leasehold
51 0.0100% Fee Simple
52 0.0100%
52.01 Fee Simple
52.02 Fee Simple
53 0.0100% Fee Simple
54 0.0100% Fee Simple
55 0.0100% Fee Simple
56 0.0800% Fee Simple
57 0.0100% Fee Simple
58 0.0100% Fee Simple
59 0.0700% Fee Simple
60 0.0100% Fee Simple
61 0.0100% Fee Simple
62 0.0100% Fee Simple
63 0.0100% Fee Simple
64 0.0100% Fee Simple
65 0.0100% Fee Simple
66 0.0100%
66.01 Fee Simple
66.02 Fee Simple
67 0.0700% Fee Simple
68 0.0100% Fee Simple
69 0.0100% Fee Simple
70 0.0100% Fee Simple
71 0.0100% Fee Simple
72 0.0100% Fee Simple
73 0.0100% Fee Simple
74 0.0100% Fee Simple
75 0.0100% Fee Simple
76 0.0100% Fee Simple
77 0.0100% Fee Simple
78 0.0100% Fee Simple
79 0.0100% Fee Simple
80 0.0100% Fee Simple
81 0.0700% Fee Simple
82 0.0100% Fee Simple
83 0.0100% Fee Simple
84 0.0600% Fee Simple
85 0.0100% Fee Simple
86 0.0700% Fee Simple
87 0.0700% Fee Simple
88 0.0600% Fee Simple
89 0.0100% Fee Simple
90 0.0600% Fee Simple
91 0.0100% Fee Simple
92 0.0100% Fee Simple
93 0.0100% Fee Simple
94 0.0800% Fee Simple
95 0.0100% Fee Simple
96 0.0100% Fee Simple
97 0.0100% Fee Simple
98 0.0100% Fee Simple
99 0.0100% Fee Simple
100 0.0100% Fee Simple
101 0.0100% Fee Simple
102 0.0100% Fee Simple
103 0.0100% Fee Simple
104 0.0100% Fee Simple
105 0.0100% Fee Simple
106 0.0100% Fee Simple
107 0.0600% Fee Simple
108 0.0100% Fee Simple
109 0.0100% Fee Simple
110 0.0100% Fee Simple
111 0.0100% Fee Simple
112 0.0100% Fee Simple
113 0.0100% Fee Simple
114 0.0100% Fee Simple
115 0.0100% Fee Simple
116 0.0100% Fee Simple
117 0.0100% Fee Simple
118 0.0100% Fee Simple
119 0.0800% Fee Simple
120 0.0100% Fee Simple
121 0.0100% Fee Simple
122 0.0600% Fee Simple
123 0.0100% Fee Simple
124 0.0100% Fee Simple
125 0.0100% Fee Simple / Leasehold
126 0.0100% Fee Simple
127 0.0100%
127.01 Fee Simple
127.02 Fee Simple
128 0.0100% Fee Simple
129 0.0100% Fee Simple
130 0.0800% Fee Simple
131 0.0600% Fee Simple
132 0.0100% Fee Simple
133 0.0100% Fee Simple
134 0.0100% Fee Simple
135 0.0100% Fee Simple
136 0.0100% Fee Simple
137 0.0100% Fee Simple
138 0.0100% Fee Simple
139 0.0100% Fee Simple
140 0.0100% Fee Simple
141 0.0100% Fee Simple
142 0.0100% Fee Simple
2-C 0.0100%
3-C 0.0100%
8-C 0.0100%
12-C 0.0100%
14-C 0.0300%
19-C 0.0100%
70-C 0.0000%
GCCFC 05-GG3 Loan ID Mortgage Loan Seller Originator Prepayment Type
1 GSMC/Commerzbank Archon/Commerzbank Lockout/26_Defeasance/28_0%/7
2 GSMC/Commerzbank Archon Lockout/32_Defeasance/22_0%/5
3 GCFP GCFP Lockout/23_Defeasance/93_O%/4
4 GSMC Archon Lockout/26_>YM or 1% or Defeasance/53_0%/4
5 GSMC Xxxxxx Xxxxxxx/00_Xxxxxxxxxx/00_0%/0
0 XXXX/Xxxxxxxxxxx Xxxxxx/Xxxxxxxxxxx Lockout/25_Defeasance/28_0%/7
7 GSMC Archon Lockout/26_>YM or 2%/21_>YM or 1%/9_0%/4
8 GCFP GCFP Lockout/28_Defeasance/89_0%/3
9 GCFP GCFP Lockout/26_Defeasance/90_0%/4
10 GCFP GCFP Lockout/26_Defeasance/31_0%/3
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
11 GCFP GCFP Lockout/27_Defeasance/54_0%/3
12 GCFP GCFP Lockout/28_Defeasance/88_0%/4
13 GSMC Archon Lockout/24_Defeasance/92_0%/4
14 GCFP Xxxxxx Xxxxxxx Lockout/26_Defeasance/90_0%/4
15 GCFP GCFP Lockout/26_Defeasance/90_0%/4
16 GCFP GCFP Lockout/28_Defeasance/89_0%/3
17 GCFP GCFP Lockout/27_Defeasance/53_0%/4
18 GCFP GCFP Lockout/25_Defeasance/90_O%/5
19 GCFP GCFP Lockout/30_Defeasance/51_0%/3
19.01
19.02
19.03
20 GSMC Archon Lockout/27_Defeasance/29_0%/4
21 GCFP GCFP Lockout/26_Defeasance/90_0%/4
22 GCFP GCFP Lockout/26_Defeasance/90_0%/4
23 GSMC Archon Lockout/28_Defeasance/88_0%/4
24 GCFP GCFP Lockout/25_Defeasance/55_0%/4
25 GSMC Archon Lockout/29_Defeasance/27_0%/4
26 GCFP GCFP Lockout/25_Defeasance/93_0%/2
27 GCFP GCFP Lockout/29_Defeasance/87_0%/4
28 GSMC Archon Lockout/30_Defeasance/185_0%/25
29 GCFP GCFP Lockout/27_Defeasance/53_0%/4
30 GSMC Archon Lockout/29_Defeasance/87_0%/4
31 GSMC Archon Lockout/28_Defeasance/88_0%/4
32 GCFP GCFP Lockout/26_Defeasance/91_0%/3
33 GCFP GCFP Lockout/32_Defeasance/84_0%/4
34 GCFP GCFP Lockout/26_Defeasance/91_0%/3
35 GCFP GCFP Lockout/26_Defeasance/90_0%/4
35.01
35.02
36 GCFP GCFP Lockout/31_Defeasance/49_0%/4
37 GCFP GCFP Lockout/26_Defeasance/91_0%/3
38 GCFP GCFP Lockout/25_Defeasance/31_0%/4
39 GCFP GCFP Lockout/26_Defeasance/91_0%/3
40 GCFP GCFP Lockout/26_Defeasance/90_0%/4
41 GCFP GCFP Lockout/28_Defeasance/88_0%/4
42 GSMC Archon Lockout/25_Defeasance/91_0%/4
43 GCFP GCFP Lockout/26_Defeasance/51_0%/7
44 GCFP GCFP Lockout/26_Defeasance/51_0%/7
45 GSMC Archon Lockout/24_Defeasance/92_0%/4
46 GCFP GCFP Lockout/29_Defeasance/87_0%/4
47 GSMC Archon Lockout/25_Defeasance/91_0%/4
47.01
47.02
47.03
48 GCFP GCFP Lockout/28_Defeasance/89_0%/3
49 GCFP GCFP Lockout/24_Defeasance/92_0%/4
50 GCFP GCFP Lockout/29_Defeasance/27_0%/4
51 GCFP GCFP Lockout/27_Defeasance/89_0%/4
52 GCFP GCFP Lockout/26_Defeasance/91_0%/3
52.01
52.02
53 GCFP GCFP Lockout/29_Defeasance/51_0%/4
54 GCFP GCFP Lockout/29_Defeasance/63_0%/4
55 GSMC Archon Lockout/28_Defeasance/88_0%/4
56 GSMC Archon Lockout/27_Defeasance/52_0%/5
57 GCFP GCFP Lockout/28_Defeasance/88_0%/4
58 GCFP GCFP Lockout/27_Defeasance/86_0%/7
59 GSMC Archon Lockout/28_Defeasance/88_0%/4
60 GSMC Archon Lockout/27_Defeasance/89_0%/4
61 GSMC Archon Lockout/28_Defeasance/28_0%/4
62 GSMC Archon Lockout/27_Defeasance/89_0%/4
63 GSMC Archon Lockout/25_Defeasance/91_0%/4
64 GSMC Archon Lockout/26_Defeasance/90_0%/4
65 GCFP GCFP Lockout/25_Defeasance/91_0%/4
66 GCFP GCFP Lockout/31_Defeasance/25_0%/4
66.01
66.02
67 GSMC Archon Lockout/25_Defeasance/91_0%/4
68 GCFP GCFP Lockout/27_Defeasance/54_0%/3
69 GCFP GCFP Lockout/27_Defeasance/89_0%/4
70 GSMC Archon Lockout/30_Defeasance/86_0%/4
71 GSMC Archon Lockout/25_Defeasance/31_0%/4
72 GCFP GCFP Lockout/25_Defeasance/91_0%/4
73 GCFP GCFP Lockout/25_Defeasance/91_0%/4
74 GSMC Archon Lockout/31_Defeasance/85_0%/4
75 GCFP GCFP Lockout/29_Defeasance/51_0%/4
76 GSMC Archon Lockout/27_>YM or 1%/89_0%/4
77 GSMC Archon Lockout/29_Defeasance/27_0%/4
78 GSMC Archon Lockout/29_>YM or 1% or Defeasance/63_0%/4
79 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4
80 GSMC Archon Lockout/25_Defeasance/91_0%/4
81 GSMC Archon Lockout/29_Defeasance/87_0%/4
82 GCFP GCFP Lockout/25_Defeasance/91_0%/4
83 GSMC Archon Lockout/27_Defeasance/29_0%/4
84 GSMC Archon Lockout/25_Defeasance/91_0%/4
85 GSMC Archon Lockout/30_Defeasance/26_0%/4
86 GSMC Archon Lockout/26_Defeasance/90_0%/4
87 GSMC Archon Lockout/25_Defeasance/91_0%/4
88 GSMC Archon Lockout/26_Defeasance/90_0%/4
89 GCFP GCFP Lockout/25_Defeasance/91_0%/4
90 GSMC Archon Lockout/32_Defeasance/84_0%/4
91 GCFP GCFP Lockout/26_Defeasance/54_0%/4
92 GCFP GCFP Lockout/58_> YM or 1%/58_0%/4
93 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4
94 GSMC Archon Lockout/28_Defeasance/88_0%/4
95 GSMC Archon Lockout/25_Defeasance/91_0%/4
96 GCFP GCFP Lockout/29_Defeasance/51_0%/4
97 GSMC Archon Lockout/27_>YM or 1%/89_0%/4
98 GSMC Archon Lockout/29_Defeasance/51_0%/4
99 GCFP GCFP Lockout/30_Defeasance/86_0%/4
100 GCFP GCFP Lockout/41_YM+1%/75_0%/4
101 GSMC Archon Lockout/26_Defeasance/30_0%/4
102 GSMC Archon Lockout/29_Defeasance/27_0%/4
103 GSMC Archon Lockout/27_Defeasance/149_0%/4
104 GSMC Archon Lockout/26_Defeasance/90_0%/4
105 GSMC Archon Lockout/25_Defeasance/91_0%/4
106 GCFP GCFP Lockout/28_Defeasance/88_0%/4
107 GSMC Archon Lockout/26_Defeasance/90_0%/4
108 GCFP GCFP Lockout/26_Defeasance/90_0%/4
109 GSMC Archon Lockout/25_Defeasance/91_0%/4
110 GSMC Archon Lockout/30_Defeasance/86_0%/4
111 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4
112 GCFP GCFP Lockout/29_Defeasance/87_0%/4
113 GSMC Archon Lockout/29_Defeasance/87_0%/4
114 GSMC Archon Lockout/25_Defeasance/91_0%/4
115 GCFP GCFP Lockout/27_Defeasance/89_0%/4
116 GSMC Archon Lockout/25_Defeasance/91_0%/4
117 GCFP GCFP Lockout/27_Defeasance/89_0%/4
118 GCFP GCFP Lockout/31_Defeasance/25_0%/4
119 GSMC Archon Lockout/29_Defeasance/27_0%/4
120 GSMC Archon Lockout/29_Defeasance/87_0%/4
121 GCFP GCFP Lockout/28_Defeasance/88_0%/4
122 GSMC Archon Lockout/26_Defeasance/90_0%/4
123 GSMC Archon Lockout/29_Defeasance/27_0%/4
124 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4
125 GSMC Archon Lockout/27_Defeasance/89_0%/4
126 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4
127 GCFP GCFP Lockout/25_Defeasance/92_0%/3
127.01
127.02
128 GSMC Archon Lockout/30_Defeasance/86_0%/4
129 GSMC Archon Lockout/29_>YM or 1%/147_0%/4
130 GCFP GCFP Lockout/29_Defeasance/87_0%/4
131 GSMC Archon Lockout/29_Defeasance/87_0%/4
132 GSMC Archon Lockout/27_Defeasance/89_0%/4
133 GCFP GCFP Lockout/29_Defeasance/87_0%/4
134 GSMC Archon Lockout/26_Defeasance/90_0%/4
135 GCFP GCFP Lockout/26_Defeasance/90_0%/4
136 GCFP GCFP Lockout/28_Defeasance/89_0%/3
137 GCFP GCFP Lockout/29_Defeasance/86_0%/5
138 GCFP GCFP Lockout/29_Defeasance/87_0%/4
139 GSMC Archon Lockout/28_Defeasance/88_0%/4
140 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4
141 GCFP GCFP Lockout/28_Defeasance/89_0%/3
142 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4
2-C
3-C
8-C
12-C
14-C
19-C
70-C
GCCFC 05-GG3 Loan ID Crossed With Other Loans (Crossed Group)
1 NAP
2 NAP
3 NAP
4 NAP
5 NAP
6 NAP
7 NAP
8 NAP
9 NAP
10 NAP
10.01 NAP
10.02 NAP
10.03 NAP
10.04 NAP
10.05 NAP
10.06 NAP
10.07 NAP
10.08 NAP
10.09 NAP
11 NAP
12 NAP
13 NAP
14 NAP
15 NAP
16 NAP
17 NAP
18 NAP
19 NAP
19.01 NAP
19.02 NAP
19.03 NAP
20 NAP
21 NAP
22 NAP
23 NAP
24 NAP
25 NAP
26 NAP
27 NAP
28 NAP
29 NAP
30 NAP
31 NAP
32 NAP
33 NAP
34 NAP
35 NAP
35.01 NAP
35.02 NAP
36 NAP
37 NAP
38 NAP
39 NAP
40 NAP
41 NAP
42 NAP
43 NAP
44 NAP
45 NAP
46 NAP
47 NAP
47.01 NAP
47.02 NAP
47.03 NAP
48 NAP
49 NAP
50 NAP
51 NAP
52 NAP
52.01 NAP
52.02 NAP
53 NAP
54 NAP
55 NAP
56 NAP
57 NAP
58 NAP
59 NAP
60 NAP
61 NAP
62 NAP
63 NAP
64 NAP
65 NAP
66 NAP
66.01 NAP
66.02 NAP
67 NAP
68 NAP
69 NAP
70 NAP
71 NAP
72 NAP
73 NAP
74 NAP
75 NAP
76 NAP
77 NAP
78 NAP
79 NAP
80 NAP
81 NAP
82 NAP
83 NAP
84 NAP
85 NAP
86 NAP
87 NAP
88 NAP
89 NAP
90 NAP
91 NAP
92 NAP
93 NAP
94 NAP
95 NAP
96 NAP
97 NAP
98 NAP
99 NAP
100 NAP
101 NAP
102 NAP
103 NAP
104 NAP
105 NAP
106 NAP
107 NAP
108 NAP
109 NAP
110 NAP
111 NAP
112 NAP
113 NAP
114 NAP
115 NAP
116 NAP
117 NAP
118 NAP
119 NAP
120 NAP
121 NAP
122 NAP
123 NAP
124 NAP
125 NAP
126 NAP
127 NAP
127.01 NAP
127.02 NAP
128 NAP
129 NAP
130 NAP
131 NAP
132 NAP
133 NAP
134 NAP
135 NAP
136 NAP
137 NAP
138 NAP
139 NAP
140 NAP
141 NAP
142 NAP
2-C
3-C
8-C
12-C
14-C
19-C
70-C
GCCFC 05-GG3
Loan ID Control_Number Loan ID Loan Name
1 00-1001130 00-1001130 North Star Mall
2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian
3 04-0773 04-0773 0000 Xxxxxxxx
4 00-1001129 00-1001129 The Crescent
5 00-1001131 00-1001131 000 Xxxxxxx Xxxxxx
6 00-1001132 00-1001132 Mall St. Xxxxxxxx
7 09-0002005 09-0002005 Westin Kierland
8 04-0662 04-0662 Shops at Wailea
9 04-0975 04-0975 Waikiki Galleria
10 04-1136 04-1136 Place Properties Portfolio
10.01 04-1136 00-0000 Xxxxxxx Xxxxx
10.02 04-1136 00-0000 Xxxxx Xxxxx
10.03 04-1136 00-0000 Xxxxxxxxxxxx Xxxxx
10.04 04-1136 00-0000 Xxxx Xxxxx
10.05 04-1136 00-0000 Xxxxxx Xxxxx
10.06 04-1136 00-0000 Xxxx Xxxxx
10.07 04-1136 00-0000 Xxxxxxx Xxxxx
10.08 04-1136 00-0000 Xxxxx Xxxxx
10.09 04-1136 00-0000 Xxxxxx Xxxxx
11 04-1007 04-1007 0000 Xxxxxx Xxxxxx
12 04-0140 04-0140 0000 Xxxx Xxxxxx
13 00-1001133 00-1001133 Doral Arrowwood Hotel
14 04-1247 04-1247 1370 Avenue of the Americas
15 04-1228 04-1228 Xxx Xxxxx Xxxxxx
00 00-0000 00-0000 Xxxxx Xxxx Mall
17 04-0449 04-0449 Village at Orange
18 04-0826 04-0826 Mayfaire Town Center
19 04-0829 04-0829 Xxxxxxxx/Charlesbank Office Portfolio
19.01 04-0829 04-0829 Park Tower
19.02 04-0829 04-0829 000 Xxxxx Xxxxxx Xxxxx
19.03 04-0829 04-0829 Transit Tower
20 09-0001999 09-0001999 Atlanta Decorative Arts Center
21 04-1347 04-1347 Hilton Nashville Downtown
22 04-1143 04-1143 3100 Xxxxxxxx
23 09-0001980 09-0001980 Xxxx Xxxxxxxxx Xxxxxxx
00 00-0000 00-0000 Xxxxxx Xxxxxxx
25 09-0001968 09-0001968 One Financial Plaza
26 04-0917 04-0917 Executive Campus
27 04-0551 04-0551 0000 X Xxxxxx
28 09-0001954 09-0001954 FAA Building
29 04-1086 04-1086 Hyatt Regency Albuquerque
30 09-0001950 09-0001950 Groton Estates
31 09-0001974 09-0001974 Champions of the West Tower
32 04-1059 04-1059 Irvine Technology Center-I
33 04-0276 04-0276 0000 Xxxxxxxxx Xxxx
34 04-1229 00-0000 Xxx Xxxx Xxxxxxxxx Xxxxxx
35 04-1085 04-1085 Xxxxx Pointe/Arapahoe Village Portfolio
35.01 04-1085 04-1085 Xxxxx Pointe
35.02 04-1085 04-1085 Arapaho Village
36 03-0873 03-0873 St Louis Place
37 04-1158 04-1158 Xxxxxxxxx Xxxxx
00 04-0904 04-0904 000 Xxxx 00xx Xxxxxx
39 04-1157 04-1157 Xxxxxx Xxx Xxx
00 00-0000 00-0000 Xxxxx Xxxxxxx
00 04-0862 04-0862 Magnolia Village
42 09-0002018 09-0002018 0000 Xxxxxxx Xxxx
43 04-0948 04-0948 Capitol Center
44 04-0809 04-0809 Seattle Tower
45 09-0002020 09-0002020 Marketplace at Xxxxxxx
00 04-0945 04-0945 New Loudon Center
47 09-0002006 09-0002006 X.X. Xxxxx Retail Portfolio
47.01 09-0002006C 09-0002006C Clarksville Commons
47.02 09-0002006B 09-0002006B Xxxx Xxxxxxxxxx Xxxxxx
47.03 09-0002006A 09-0002006A X.X. 00 Xxxxx
00 00-0000 04-0522 North Mountain Village Apartments
49 04-1290 04-1290 Prospect Place Office
50 04-0889 04-0889 Radisson Metrodome
51 04-0778 00-0000 Xxxxxxxxxxxx Xxxxx
52 04-0747 04-0747 Xxxx Portfolio
52.01 04-0747 04-0747 Energy Park I & II
52.02 04-0747 00-0000 Xxxxxxxx Xxx
53 04-0731 04-0731 000 Xxxxxxxx Xxxxxx
54 04-0857 00-0000 Xxx Xxxxx at Encinitas Ranch
55 09-0001973 09-0001973 University Plaza
56 09-0001985 09-0001985 Xxxxx Xxxxx Xxxxxxxx
00 04-0794 04-0794 Fremont Xxxxxx Center
58 04-0311 04-0311 Pleasant Valley
59 09-0001951 09-0001951 00 Xxxxxxxx Xxxx
60 09-0001981 09-0001981 Village Shopping Center
61 09-0001953 09-0001953 Xxxxx Adobes Plaza
62 09-0001991 09-0001991 Shoppes at Xxxxxx Farms
63 09-0002002 09-0002002 Bloomfield Park Gateway Center
64 09-0002012 09-0002012 Hollidaysburg Manor Apts
65 04-1205 00-0000 Xxxxxxxxxx Xxxxxxx
66 04-0282 04-0282 Fairfield Office Portfolio
66.01 04-0282 04-0282 000 Xxxxxxxx Xxxxx
66.02 04-0282 04-0282 0000 Xxxxx Xxxxxxx Xxxx
67 09-0001960 09-0001960 Prairie Xxxx Medical Office Buildings B and C
68 04-1073 04-1073 0000 Xxxxxx Xxx Xxxxxxx
69 04-0970 04-0970 Hampton Inn Camarillo
70 09-0001944 09-0001944 Toringdon II
71 09-0001912 09-0001912 Health Park
72 04-0928 04-0928 Pasadena Collection
73 04-1255 04-1255 Towneplace Suites by Marriott, San Xxxx
74 09-0002003 09-0002003 Xxxxxx Xxxxx
00 04-0648 04-0648 Eastwind Shopping Center
76 09-0001992 09-0001992 Centra Point I
77 09-0001915 09-0001915 Intracorp Building
78 09-0001914 09-0001914 Xxxxxx Park
79 04-1142 04-1142 Quail Vista
80 09-0002013 09-0002013 Westwood Plaza
81 09-0001956 09-0001956 Northdale Plaza
82 04-1282 04-1282 Polaris Retail Center
83 09-0002004 09-0002004 Xxxxxx Xxxxxx Building
84 09-0001936 09-0001936 The Highlands of East Ellijay
85 09-0001947 09-0001947 Fleetwood Xxxxxx Xxxx
00 00-0000000 00-0000000 Xxxxxxxx Xxxxxx
87 09-0001959 09-0001959 Prairie Xxxx Medical Office Building A
88 09-0001997 09-0001997 Highlands Shopping Center
89 04-1234 04-1234 Eagle Mountain Shopping Center
90 09-0001922 09-0001922 Rivers Bend East
91 04-0730 04-0730 0000 Xxxxx Xxxxxx
92 04-1263 00-0000 Xxxxxx Xxxxx
93 04-0937 04-0937 Pacific Pointe
94 09-0001988 09-0001988 0000 Xxxxxx Xxxxxxxx Xxxxxxx
95 09-0002008 09-0002008 Xxxxx Plaza Four
96 04-0029 04-0029 Sopra Centre
97 09-0001993 09-0001993 Centra Point V
98 09-0001969 09-0001969 Harbor Medical Office
99 04-0776 04-0776 Corporate Exchange Center
100 04-0982 04-0982 000 Xxxx Xxxxxx
101 09-0002011 09-0002011 Xxxxxx Xxxx Xxxxxxxxxx
000 09-0001957 09-0001957 6801 Building
103 09-0001987 09-0001987 0000 Xxxxxx Xxx
104 09-0001998 09-0001998 Pell City Shopping Center
105 09-0002007 09-0002007 Trinity Corporate Park
106 04-1043 04-1043 Smart & Final Center
107 09-0001996 09-0001996 Milestone Shopping Center
108 04-1185 04-1185 Peachtree City Marketplace
109 09-0002019 09-0002019 Xxxxxx Park Shopping Center
110 09-0001942 09-0001942 Bond Street Office
111 04-0738 04-0738 Quail Corners South
112 04-0997 04-0997 Rockwest I
113 09-0001952 09-0001952 Westpoint Industrial
114 09-0002009 09-0002009 Wednesbury Medical Xxxxxx
000 00-0000 00-0000 Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx
116 09-0002024 09-0002024 Southpointe Plaza
117 04-0944 04-0944 Vestridge Commons
118 03-0617 00-0000 Xxxxxxxx Xxxxxx
119 09-0001976 09-0001976 Grove Medical Center
120 09-0001971 09-0001971 Mountain View Plaza
121 03-0655 03-0655 Northpark One
122 09-0001995 09-0001995 Smoky Hill Shopping Center
123 09-0001958 09-0001958 5700 Building
124 04-1135 04-1135 Walgreens Pleasant Hill
125 09-0001975 09-0001975 Hartland Village Shopping Center
126 04-0737 04-0737 Quail Corners South - Phase III
127 04-1265 04-1265 Arbo Portfolio
127.01 04-1265 04-1265 000 Xxxx 0xx Xxxxxx
127.02 04-1265 04-1265 0000 Xxxx 0xx Xxxxxx
128 09-0001948 09-0001948 Xxxxxxxxxx Crossing SC
129 09-0001972 09-0001972 Safeway Store - Pueblo West
130 04-0620 04-0620 Wood River Mini Storage
131 09-0001970 09-0001970 Lowe's Plaza Shopping Center
132 09-0001989 09-0001989 Village at Ontario Center
133 04-0733 04-0733 Plaza El Portal
134 09-0002014 09-0002014 Xxxxxxxx Crossing Shopping Center
135 04-1078 00-0000 Xxxxxxxxx Xxxxxxx Shopping Center
136 04-1115 00-0000 Xxxxxxxxx Xxxxxxxx
137 04-0906 04-0906 000 Xxxxx Xxxxxx Xxxxxxxxx
138 04-0816 04-0816 CVS, Lancaster
139 09-0001979 09-0001979 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxxx
000 00-0000 00-0000 Xxxxx Xxxxx
141 04-0909 04-0909 00000 Xxxxxx Xxxx
142 04-0736 04-0736 000 Xxxxxx Xxxx Xxxxx
GCCFC 05-GG3
Loan ID Borrower Name
1 NS Mall Property LP
2 Grand Canal Shops II, LLC
3 1440 Partners, LLC
4 Crescent TC Investors, L.P.
5 498 Seventh, LLC
6 MSM Property L.L.C.
7 The Kierland Resort Company, LLC
8 The Shops at Wailea, LP
9 Waikiki Galleria Tower, LP; GPF Waikiki Galleria, LLC;
Waikiki Galleria Tower Manager, LLC
00 Xxxx Xxxxx (XX), LLC; Clemson Place (DE), LLC; Jacksonville Place
(DE), LLC; Macon Place (DE), LLC; Xxxxxx Place (DE), LLC; Xxxxxx Place (DE),
LLC; River Place (DE), LLC; Xxxxxxx Place (DE), LLC; Xxxx Place (DE), LLC
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
00 XX-Xxxxxx Xxxxxx Limited Partnership
12 2040 Main, LLC
13 DCCA, LLC
14 NorLand 1370, LLC; 1370 Campus, LLC; Interstate 1370, LLC;
Interbroad 1370, LLC; Intervine 1370, LLC; 1370 Operating Lessee, LLC
00 Xxxxxxxx Xxxxx Associates, LLC
16 SP San Antonio Partnership, L.P.
17 Passco TVO-S, LLC; Passco TVO-H, LLC; Passco Diversified Fund II TVO, LLC;
Various Non-Passco TICs
18 Mayfaire Retail, LLC
19 Xxxxxxxx Xxxxxxxx Investors, LLC
19.01
19.02
19.03
20 ADAC, L.P.
21 Nashville Downtown Hotel, LLC
22 3100 Partners, LLC
23 Lake Arrowhead Village LLC, Lake Arrowhead Investors LLC, Lake Arrowhead L&S LLC,
Lake Arrowhead Laguna LLC and Lake Arrowhead Scardigli LLC
24
25 NNN One Financial Plaza 1, LLC, NNN One Financial Plaza 2, LLC, NNN One Financial Plaza 3, LLC and GREIT - One
Financial Plaza, LLC
26 NJ Fee Owner LLC
27 Behringer Harvard Colorado Building H, LLC; TIC Colorado Building 2, LLC;
TIC Colorado Building 3, LLC; TIC Colorado Building 4, LLC;
TIC Colorado Building 5, LLC; TIC Colorado Building 6, LLC;
TIC Colorado Building 7, LLC; TIC Colorado Building 8, LLC;
TIC Colorado Building 10, LLC
28 X'Xxxx Lake 2300-A, LLC
29 GEM Lobos, LLC
00 Xxxxxx Xxxxxxx, LLC
31 Xxxxxx Valley Investors I, LLC, Xxxxxx Valley Investors II, LLC and El Camino Tower II, LLC
32 Irvine Technology Operating Company I LLC
33 Stonewater UIS Funding, LLC
34 Danbury Prime Property LLC
35 Xxxxx Dunhill Holdings Ltd.; Arapaho Dunhill Holdings, Ltd.
35.01
35.02
00 Xxxxxxxxx Xxxxxxx Xx. Xxxxx Xxxxx X, XXX; Behringer Harvard St. Louis Place S, LLC;
TIC St. Louis Place 1, LLC; TIC St. Louis Place 2, LLC;
TIC St. Louis Place 3, LLC; TIC St. Louis Place 4, LLC;
TIC St. Louis Place 5, LLC; TIC St. Louis Place 6, LLC; TIC St. Louis Place 7, LLC;
TIC St. Louis Place 8, LLC; TIC St. Louis Place 9, LLC; TIC St. Louis Place 10, LLC;
TIC Xx. Xxxxx Xxxxx 00; TIC St. Louis Place 13, LLC; TIC St. Louis Place 14, LLC
37 Mani Brothers Portofino Plaza, LLC
38 ARI - North Valley Tech Center, LLC and up to 34 additional Tenant In Common Borrowers
39 Mani Brothers Piazza del Sol, LLC
00 Xxxxx Xxxxxx Hotel, LLC
41 Magnolia Village LLC
00 Xxxxxxx Xxxx LLC
43 000 Xxxxxxxx Xxxxxx LLC
44 Seattle Landmark LLC
45 Kapolei Marketplace LLC and Kapolei-57, LLC
46 Acadia New Loudon, LLC
00 XxXxxxx Xxxxxxx, LLC
47.01
47.02
47.03
48 YF Partners North Mountain LLC
49 3111 S. Xxxxx Highway, LLC
50 University Inn Property, LLC
51 Waynechester Plaza, LLC
52 Lin-Don Realty Associates, L.P. (EP); Mari Don Realty, LTD.
52.01
52.02
53 Lexham Atlantic, LLC
54 Encinitas Plaza, LLC
00 Xxxxxxxxxx Xxxxx Properties, LLC
56 Christiana Investments, LLC
00 Xxxxxxx Xxxxxx - Xxxxx Xxxxxx L.P.
58 Pleasant Valley Realty Limited Partnership
59 25 MPR, LLC
60 Village Realty, LLC
61 Xxxxx Adobes Plaza II, LLC and Xxxxx Adobes Ventures II, LLC
62 Xxxxxx Farms Associates, LLC
63 2055 Associates, L.L.C.
64 Hollidaysburg Associates, L.P.
00 Xxxxxxxxxx Xxxxxxx Associates, L.L.C
66 00 Xxxxxxxxxx Xxxxxx Reinvestment Associates, LLC;
0000 Xxxxx Xxxxxxx / 000 Xxxxxxxx Xxxxx, LLC
66.01
66.02
67 auG FIVE, L.P.
68 Brookwood Harbor Bay Investors, LLC
69 Ocean Park Hotels - LLO, LLC
70 Lichtin/Toringdon II, LLC
71 Ten Docs, LLC
72 South Lake Retail Investments, Ltd.
73 440 Saratoga Partners LP
74 Mandan Investment Group, LLC
75 Eastwind Center 1; Eastwind Center 2; Eastwind Center 3;
Eastwind Center 4; Eastwind Center 5; Eastwind Center 6;
Eastwind Center 7; Eastwind Center 8; Eastwind Center 9;
Eastwind Center 10; Eastwind Center 11; Eastwind Center 12;
Eastwind Center 13; Passco
76 Centra Point 8363 LLC
77 Fox Xxxxxxxxx Cove, L.L.C.
78 CPRE-1 End Lakeline, L.P.
79 Quail Vista, LLC
80 Greenwood (Westwood) WMA, LLC
00 Xxxxxxxxx Xxxxx LLC
82 Polaris Circuit City, LLC
83 1701 Partners, L.P.
84 Highland Crossing Partners, LLC
85 Building B, L.L.C. and Building D, LLC
86 Bayshore Center, LLC
87 auG FIVE-A, L.P.
88 Highlands Shopping Center LLC
00 Xxxxx Xxxxxxxx Xxxxxxx, LLC
90 River's Bend East Office Group & Technology Center I, L.L.C.
91 Devon-Xxxxx, LLC
00 Xxxxxx Xxxxx 1 LLC
93 Scion Investments Limited Partnership
94 Dublin Techmart, LLC and Techmart Venture, LLC
95 Plaza Four General Partnership
96 Sun Atlantic Properties, LLC
97 Centra Point 8395 LLC
98 Harbor Medical Partners, LLC
99 XX Xxxxxx, LLC
100 Burlington Seven Associates Limited Partnership
101 3949 & 0000 Xxxxxx Xxxx, LLC and Xxxx-San Jacinto, LLC
102 Xxxxx Associates II, L.L.P.
103 R & R Management, LLC
104 MAP Pell City, LLC
105 Friendly Associates XIX LLLP
106 Topaz-Thunderbird, LLC
107 Milestone Shopping Center, LLC
108 Turtlecreek Peachtree City, LLC
109 SC (Xxxxxx Park) Limited Partnership
000 Xxxx Xxxxxx Properties, LLC
000 Xxxxx Xxxxxxx Xxxxx, LLC
112 Rock West Investments I, LLC
000 Xxxxxxxxx Xxxxxxxxxx, Ltd.
000 Xxxxxxxxx Xxxxxxx Xxxxx, Ltd.
000 Xxxxxxxx/Xxxxxx Xxxxxxx, L.L.C.
116 Augusta (Southpointe) WMA, LLC
000 Xxxxxxxxx Xxxxxxx Shopping Center, LLC
118 HD Eastgate, LLC
119 Northwest Office Limited Partnership
120 Martinsville (Mountainview) WMA, LLC
121 NP Office I, LLC
122 Fourth Smoky Venture LLC
123 Xxxxx Associates V, L.L.C.
124 RKL Properties, LLC
125 JAH Hartland, LLC
000 Xxxxx Xxxxxxx Xxxxx - Xxxxx XXX, LLC
127 C-Breeze Properties, LLC
127.01
127.02
128 Xxxxxxxxxx Crossing Associates, LLC
129 Kuna Enterprises 1, L.P.
130 WGW Investment Co. LLC
000 Xxxxx Xxxxxx (Xxxxx Xxxxxx) WMA, LLC
132 Village at Ontario Center, LLC
133 Xxxxxxx Properties Inc.
134 JAH Lawrenceburg LLC
135 Seals Development-Clearview, LLC
136 KAE, Inc.
137 The Enchanted, LLC
138 TEX-CVS-DE-04, LLC
139 Prarie Towne Square, LLC
000 Xxxxx Xxxxx, LLC
141 Xxxxxx Jetsons in Houston, LLC
142 689 Xxxxxx Xxxx, LLC
GCCFC 05-GG3 General Property
Loan ID Property Name Type Detailed Property Type Size
0 Xxxxx Xxxx Xxxx Xxxxxx Xxxxxxxx Xxxx 493,706
2 Grand Canal Shoppes at the Venetian Retail Regional Mall 536,890
3 0000 Xxxxxxxx Office General Urban 741915
4 The Crescent Office General Urban 1,299,522
5 000 Xxxxxxx Xxxxxx Office General Urban 876,704
0 Xxxx Xx. Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx 700,908
7 Westin Kierland Hospitality Full Service 732
8 Shops at Wailea Retail Regional Mall 164425
9 Waikiki Galleria Office General Urban 160522
10 Place Properties Portfolio 1073
10.01 Xxxxxxx Place Multifamily Student Housing 221
10.02 River Place Multifamily Student Housing 132
10.03 Jacksonville Place Multifamily Student Housing 132
10.04 Xxxx Place Multifamily Student Housing 108
10.05 Xxxxxx Place Multifamily Student Housing 96
10.06 Cape Place Multifamily Student Housing 96
10.07 Clemson Place Multifamily Student Housing 96
10.08 Macon Place Multifamily Student Housing 84
10.09 Xxxxxx Place Multifamily Student Housing 108
11 1700 Market Street Office General Urban 843304
12 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 000000
13 Doral Arrowwood Hotel Hospitality Full Service 374
14 1370 Avenue of the Americas Office General Urban 332955
00 Xxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx 000000
00 Xxxxx Xxxx Xxxx Xxxxxx Xxxxxxxx Xxxx 000000
17 Village at Orange Retail Xxxxxxxx Xxxx 000000
00 Xxxxxxxx Xxxx Center Retail Regional Mall 394018
19 Xxxxxxxx/Charlesbank Office Portfolio 384291
19.01 Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxx 000000
19.02 000 Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxx 000000
19.03 Transit Tower Office General Urban 111901
20 Atlanta Decorative Arts Center Office General Urban 427,351
21 Hilton Nashville Downtown Hospitality Full Service 330
22 3100 Xxxxxxxx Office General Suburban 230800
23 Lake Arrowhead Village Retail Anchored 233,532
00 Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxx 000000
25 One Financial Plaza Office General Urban 434,136
26 Executive Campus Office General Suburban 439190
27 0000 X Xxxxxx Xxxxxx Xxxxxxx Xxxxx 000000
28 FAA Building Office General Suburban 244,788
29 Hyatt Regency Albuquerque Hospitality Full Service 000
00 Xxxxxx Xxxxxxx Multifamily Garden 342
31 Champions of the West Tower Office General Suburban 75,885
32 Irvine Technology Center-I Office R & D 138222
33 0000 Xxxxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxxx 000000
00 Xxx Xxxx Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 000000
35 Xxxxx Pointe/Arapahoe Village Portfolio 229219
35.01 Xxxxx Pointe Retail Anchored 126186
35.02 Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx 000000
00 Xx Xxxxx Xxxxx Office General Urban 337088
00 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000
38 000 Xxxx 00xx Xxxxxx Office General Suburban 477225
00 Xxxxxx Xxx Xxx Xxxxxx Xxxxxxx Xxxxx 00000
40 Hotel Xxxxxxx Hospitality Full Service 122
00 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx 00000
42 0000 Xxxxxxx Xxxx Xxxxxx General Suburban 70,123
43 Capitol Center Office General Urban 164044
44 Seattle Tower Office General Urban 159039
45 Marketplace at Kapolei Retail Shadow Anchored 64,076
00 Xxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx 000000
47 X.X. Xxxxx Retail Portfolio 208,412
47.01 Clarksville Commons Retail Anchored 108,739
47.02 Xxxx Xxxxxxxxxx Xxxxxx Retail Anchored 57,673
47.03 U.S. 31 South Retail Anchored 42,000
48 North Mountain Village Apartments Multifamily Garden 568
00 Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 000000
50 Radisson Metrodome Hospitality Full Service 304
51 Waynechester Plaza Retail Anchored 56000
52 Xxxx Portfolio 133863
52.01 Energy Park I & II Office General Suburban 92997
52.02 Xxxxxxxx Xxx Xxxxxx Xxxxxxx Xxxxxxxx 00000
53 000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx 00000
54 The Plaza at Encinitas Ranch Retail Shadow Anchored 37406
00 Xxxxxxxxxx Xxxxx Retail Anchored 109,905
56 Xxxxx Fargo Building Office General Urban 116,514
57 Fremont Xxxxxx Center Retail Unanchored 14400
00 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 000000
59 25 Melville Road Office General Suburban 96,244
60 Village Shopping Center Retail Anchored 199,450
61 Xxxxx Adobes Plaza Retail Anchored 71,478
62 Shoppes at Xxxxxx Farms Retail Anchored 95,092
00 Xxxxxxxxxx Xxxx Xxxxxxx Center Retail Anchored 65,385
64 Hollidaysburg Manor Apts Multifamily Garden 194
65 Northfield Commons Retail Anchored 79512
66 Fairfield Office Portfolio 88763
66.01 000 Xxxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000
66.02 0000 Xxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000
00 Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx X and C Office Medical 44,200
68 1420 Harbor Xxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 000000
69 Hampton Inn Camarillo Hospitality Limited Service 115
70 Toringdon II Office General Suburban 71,813
71 Health Park Office Medical 52,398
72 Pasadena Collection Retail Unanchored 21001
73 Towneplace Suites by Marriott, San Xxxx Hospitality Limited Service 101
00 Xxxxxx Xxxxx Retail Shadow Anchored 34,300
00 Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000
76 Centra Point I Office General Suburban 56,161
77 Intracorp Building Office General Urban 69,706
00 Xxxxxx Xxxx Retail Shadow Anchored 57,639
00 Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx 107371
00 Xxxxxxxx Xxxxx Retail Shadow Anchored 83,200
81 Northdale Plaza Office General Suburban 95,584
82 Polaris Retail Center Retail Anchored 40592
83 Xxxxxx Xxxxxx Building Office General Urban 106,304
84 The Highlands of East Ellijay Retail Anchored 83,300
85 Fleetwood Office Park Office General Suburban 68,624
86 Bayshore Center Office General Urban 79,238
87 Prairie Xxxx Medical Office Building A Office Medical 30,000
88 Highlands Shopping Center Retail Shadow Anchored 28,179
00 Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000
90 Rivers Bend East Office General Suburban 127,500
91 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000
00 Xxxxxx Xxxxx Xxxxxx Xxxxxxxxxx 00000
00 Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx 00000
94 5000 Blazer Memorial Parkway Office General Suburban 124,929
95 Xxxxx Plaza Four Retail Anchored 38,555
00 Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx 00000
97 Centra Point V Office General Suburban 38,654
98 Harbor Medical Office Office General Suburban 30,786
00 Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 000000
100 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx 00000
000 Xxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx Industrial 45,842
102 6801 Building Office General Suburban 56,989
103 0000 Xxxxxx Xxx Retail Anchored 50,722
104 Pell City Shopping Center Retail Shadow Anchored 46,375
105 Trinity Corporate Park Office General Urban 61,648
106 Smart & Final Center Retail Anchored 25725
107 Milestone Shopping Center Retail Shadow Anchored 22,270
000 Xxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxx 00000
000 Xxxxxx Xxxx Shopping Center Retail Shadow Anchored 23,208
000 Xxxx Xxxxxx Office Office General Suburban 44,790
000 Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000
112 Rockwest I Retail Unanchored 34135
000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxxx 65,674
114 Wednesbury Medical Office Office Medical 78,408
000 Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000
000 Xxxxxxxxxxx Xxxxx Retail Shadow Anchored 35,097
000 Xxxxxxxxx Xxxxxxx Retail Unanchored 29900
000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000
119 Grove Medical Center Office Medical 25,544
000 Xxxxxxxx Xxxx Xxxxx Retail Shadow Anchored 34,000
000 Xxxxxxxxx Xxx Xxxxxx Xxxxxxx Xxxxxxxx 00000
122 Smoky Hill Shopping Center Retail Shadow Anchored 17,500
123 5700 Building Office General Suburban 51,331
000 Xxxxxxxxx Xxxxxxxx Xxxx Retail Single Tenant 14955
000 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored 38,450
000 Xxxxx Xxxxxxx Xxxxx - Xxxxx III Office General Suburban 20403
127 Arbo Portfolio 34
127.01 000 Xxxx 0xx Xxxxxx Multifamily Garden 21
127.02 0000 Xxxx 0xx Xxxxxx Multifamily Garden 13
000 Xxxxxxxxxx Xxxxxxxx XX Retail Shadow Anchored 25,840
129 Safeway Store - Pueblo West Retail Anchored 56,280
130 Wood River Mini Storage Self-Storage General, units only 487
131 Lowe's Plaza Shopping Center Retail Shadow Anchored 26,200
132 Village at Ontario Center Retail Shadow Anchored 8,371
000 Xxxxx Xx Xxxxxx Xxxxxx Xxxxxxxxxx 00000
000 Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored 24,712
000 Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Retail Unanchored 12800
000 Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000
137 000 Xxxxx Xxxxxx Xxxxxxxxx Multifamily Conventional 40
138 CVS, Lancaster Retail Single Tenant 10908
000 Xxxxxxx Xxxxx Xxxxxx Apartments Multifamily Conventional 25
140 Quail Court Office General Suburban 9672
141 12407 Xxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxx 00000
142 000 Xxxxxx Xxxx Xxxxx Office General Suburban 7844
GCCFC 05-GG3
Loan ID Units Address
1 sf 0000 Xxx Xxxxx Xxxxxx
2 sf 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
3 sf 0000 Xxxxxxxx
4 sf 100-300 and 000 Xxxxxxxx Xxxxx
5 sf 000 Xxxxxxx Xxxxxx
6 sf 0000 Xxxxxxxxxxx Xxxx
7 Rooms 0000 Xxxx Xxxxxxxx Xxxxxxx
8 sf 0000 Xxxxxx Xxxxxx Xxxxx
9 sf 2222 and 0000 Xxxxxxxx Xxxxxx
00 Units
10.01 Units 0000 Xxxxx Xxxx Xxxxx
10.02 Xxxxx 000 Xxxxxxx Xxxx
10.03 Xxxxx 000 Xxxxxx Xxxxxx NW
10.04 Xxxxx 000 Xxxxx Xxxxxx
10.05 Units 000 Xxxx Xxxxx Xxxxxx
10.06 Units 0000 Xxxxx Xxxxxx Xxxxxx
10.07 Units 000 Xxxxxxx Xxxxx Xxxxxx
10.08 Units 0000 Xxxx Xxxxx
10.09 Units 0000 Xxxxx Xxxxx
11 sf 0000 Xxxxxx Xxxxxx
12 sf 0000 Xxxx Xxxxxx
13 Rooms 000 Xxxxxxxx Xxxx Xxxx
14 sf 1370 Avenue of the Americas
15 sf One Xxxxx Xxxxxx
00 sf 0000 XX Xxxxxxxx Xxxxxxx
17 sf 0000 Xxxx Xxxxxxx Xxx
18 sf Military Xxxxxx Xxxx
00 sf
19.01 sf 000 Xxxxx Xxx Xxxxxxxxx
19.02 sf 000 Xxxxx Xxxxxx Xxxxx
19.03 sf 000 Xxxx 0xx Xxxxxx
20 sf 000-000 Xxxxxxxxx Xxxxx Xxxxxx
21 Rooms 000 Xxxxxx Xxxxxx Xxxxx
22 sf 3100 Xxxxxxxx
23 sf 00000 Xxxxxxx 000
24 sf 00000 Xxxx 000xx Xxxxxx (X0); 00000 Xxxxx Xxxxxx Xxxx Xxxx (X0)
25 sf 000 Xxxxx Xxxxxxxx
26 sf 3 Executive Campus
27 sf 0000 X Xxxxxx
28 sf 0000 Xxxx Xxxxx Xxxx
29 Rooms 000 Xxxxxxx Xxxxxx, XX
30 Xxxxx 000 Xxxxxxxxxxxxx Xx
00 sf 12264 El Camino Real
32 sf 18871 Teller Avenue, 18872 & 00000 Xxxxxxx Xxxxxx, and 2525 & 0000 Xxxxxx Xxxxx
33 sf 0000 Xxxxxxxxx Xxxx
34 sf 00 Xxxxxxx Xxxxxxx Xxxx
35 sf
35.01 sf 0000 X Xxxxxxx Xxxxx Xxxx
35.02 sf 000 Xxxx Xxxxxxx Xxxx
00 xx 000 Xxxxx Xxxxxxxx
37 sf 0000 Xxxxx Xxxxxx
38 sf 000 Xxxx 00xx Xxxxxx
39 sf 0000 Xxxx Xxxxxx Xxxxxxxxx
40 Rooms 0 Xxxx Xxxxxxxxxx Xxxxxx
41 sf 0000 Xxxxx XxXxxxxx Xxxxxxxxx
42 sf 0000 Xxxxxxx Xxxx
43 sf 000 Xxxxxxxx Xxxxxx
44 sf 0000 Xxxxx Xxxxxx
45 sf 000 Xxxxxxxxxx Xxxxxxx
46 sf 000 Xxx Xxxxxx Xxxx
47 sf
47.01 sf 0000 Xxxx Xxxxxxx 000
47.02 sf 00000 Xxxx Xxxxxxxxxx Xxxxxx
47.03 sf 0000 X.X. Xxxxxxx 00 Xxxxx
48 Units 0000 Xxxx Xxxxxxxxxxx Xxxx
49 sf 0000 X. Xxxxx Xxxxxxx
00 Rooms 000 Xxxxxxxxxx Xxxxxx XX
51 sf 1600-1660 Xxxxx 00 Xxxxx
00 sf
52.01 sf 377 & 000 Xxxxxxxxx Xxxxx
52.02 sf 0000 Xxxxxxxx Xxx
53 sf 000 Xxxxxxxx Xxxxxx
54 sf 0000 Xxxxxxxx Xxxxxxxxx
55 sf 0000 Xxxxxxxxxx Xxxxx
56 sf 000 Xxxxx Xxxxxxxx Xxxxxx
57 sf 0000-0000 Xxxxx Xxxxxx
58 sf 0000 Xxxxxxxx Xxxxxx Xxxx
59 sf 00 Xxxxxxxx Xxxx Xxxx
60 sf 0000 Xxxxx Xxxxx Xxxxxxxxx
61 sf 0000-0000 Xxxxx Xxxxxx Xxxx
62 sf 0000 Xxxxxxx Xxxxxx Xxxx
63 sf 0000-0000 Xxxxxxxxx Xxxx
64 Xxxxx 00 Xxxxxx Xxxxx
65 sf 0000 X. Xxxxxxxxx Xxxx
66 sf
66.01 sf 000 Xxxxxxxx Xxxxx
66.02 sf 0000 Xxxxx Xxxxxxx Xxxx
67 sf 2551 and 0000 Xxxxxxx Xxxx
68 sf 0000 Xxxxxx Xxx Xxxxxxx
69 Rooms 00 Xxxx Xxxxx Xxxxx
70 sf 0000 Xxxxxxxxx Xxx
71 sf 0000 Xxxxxxxxx Xxxx
72 sf 000 X. Xxxx Xxxxxx & 000 Xxxxxxx Xxxxxx
73 Rooms 000 Xxxxxxxx Xxxxxx
74 sf 1000-1152 Xxxxxx Xxxx
00 sf 0000 Xxxx Xxxxxxxx Xxxx
76 sf 0000 Xxxx Xxxxxx Xxxx
77 sf 0000 Xxxxxx Xxxxxx
78 sf 00000 Xxxxxxxx Xxxx Xxxxx
79 sf 0000 Xxxxxxx Xxxx
80 sf 000 Xxxxxx 00 XX
81 sf 0000 Xxxxxxxxx Xxxxxxxxx
82 sf 8655 - 0000 Xxxx Xxxxx
83 sf 000 Xxxxx 00xx Xxxxxx
84 sf 88 Highland Crossing
85 sf 3275, 3279, 3281 & 0000 Xxxxxxxx Xxxxxxxx Xxxxxxx
00 xx 0000-0000 Xxxx Xxx to Xxx Xxxxxxxxx
00 xx 0000 Xxxxxxx Xxxx
88 sf 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx
89 sf 00000 Xxxx Xxxx Xxxxxxxxx
90 sf 13203 North Enon Xxxxxx Xxxx
00 sf 0000 Xxxxx Xxxxxx
92 sf 1130 and 0000 Xxxxxxx Xxxxxxxxx
93 sf 0000 Xxxxx Xxxxxxx Xxxxxx
94 sf 5000 Blazer Memorial Parkway
95 sf 0000-0000 Xxxx Xxxxx Xxxx Xxxx
96 sf 000 Xxxx Xxxxxxxx Xxxxxx
97 sf 0000 Xxxx Xxxxxx Xxxx
98 sf 0000 Xxxxx Xxxxxx Xxxxxxxxx
99 sf 12502 - 00000 Xxxxxxxx Xxxxx
100 sf 000 Xxxx Xxxxxx
101 sf 3949 & 0000 Xxxxxx Xxxx
102 sf 0000 Xxxx Xxxxx Xxxx
103 sf 9380 - 0000 Xxxxxx Xxxxxx and 00000 Xxxxxxx Xxxxxx
104 sf 00-00 Xxxxxxx Xxxx
105 sf 0000 Xxxxxx Xxxxx
106 sf 0000 Xxxx Xxxxxxxxxxx Xxxx
107 sf 62 & 000 Xxxxxxxx Xxxxxxx
108 sf 225 Marketplace Connector
109 sf 1580 Space Center Drive
110 sf 31600-31700 Xxxx Xxxxxxxx Xxxx Xxxx
000 sf 609, 615, 665 and 000 Xxxxxx Xxxx Xxxxx
112 sf 0000-0000 Xxxxxx Xxxx Xxxx
113 sf 0000 Xxxxxx Xxxx
114 sf 0000 Xxxxxxxxxx Xxxx
115 sf 00000 Xxxxx Xxxxxxxx Xxxxxx
116 sf 0000 Xxxxx Xxxxxx Xxxx
117 sf 0000 Xxxxxxxxxx Xxxxxxx
118 sf 0000 Xxxx Xxxxxx Xxxx
119 sf 0000 Xxxxx 00
000 xx XX Xxxxxxx 000 and Commonwealth Boulevard
121 sf 000 Xxxxx Xxxx Xxxxx
122 sf 19731 Xxxxx Xxxx Xxxx
000 sf 5700 & 0000 Xxxx Xxxxx Xxxx
124 sf 000 Xxxxxxx Xxxx
125 sf 0000 Xxxxxxxx Xxxxxxx
126 sf 630, 670 and 000 Xxxxxx Xxxx Xxxxx
127 Units
127.01 Xxxxx 000 Xxxx 0xx Xxxxxx
127.02 Units 0000 Xxxx 0xx Xxxxxx
128 sf 157 Xxxxxxxxxx Crossing
129 sf 1017 North Marketplace
130 Xxxxx 00000 Xxxxx Xxxxxxx 00
000 sf 0000 Xxx Xxxxxxx Xxxx
132 sf 4275 East Concours
133 sf 0000 Xxxxx Xxxx Xxxxxx
134 sf 0000-0000 Xxxxxxxx Xxxxxxxx Xxxxx
135 sf 0000-0000 Xxxxxxxxx Xxxxxxx @ W. Esplanade
136 sf 0000 Xxxxxxxxx Xxxx
137 Units 000 Xxxxx Xxxxxx Xxxxxxxxx
138 sf 0000 Xxxxx Xxxxxxxxx Xxxx
139 Units 0000 Xxxxxxx Xxxxx
140 sf 0000 Xxxxx XxXxxxxx Xxxxxxxxx
141 sf 00000 Xxxxxx Xxxx
142 sf 000 Xxxxxx Xxxx Xxxxx
GCCFC 05-GG3 Cut-off Date
Loan ID City County State Zip Code Original Balance Balance
0 Xxx Xxxxxxx Xxxxx Xxxxx 00000 $251,000,000 $250,391,107.83
0 Xxx Xxxxx Xxxxx Xxxxxx 00000 $237,000,000 $234,752,792.07
0 Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000 $225,000,000 $225,000,000.00
0 Xxxxxx Xxxxxx Xxxxx 00000 $214,770,000 $214,770,000.00
0 Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000 $181,500,000 $181,500,000.00
0 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx 00000 $155,000,000 $154,827,634.22
7 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $135,000,000 $135,000,000.00
8 Xxxxxx Xxxx Xxxxxx 00000 $112,000,000 $112,000,000.00
0 Xxxxxxxx Xxxxxxxx Xxxxxx 00000 $100,000,000 $100,000,000.00
10 $98,660,000 $98,660,000.00
10.01 Xxxxxx Xxxxxxx Xxxxxxx 00000
10.02 Carrollton Xxxxxxx Xxxxxxx 00000
10.03 Jacksonville Xxxxxxx Xxxxxxx 00000
10.04 Xxxx Xxxx Xxxxxxx 00000
10.05 Xxxxxx Xxxxxxx Xxxxxxxxx 00000
10.06 Cape Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx 00000
10.07 Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx 00000
10.08 Xxxxx Xxxx Xxxxxxx 00000
10.09 Xxxxxx Xxxxxxxx Xxxxxxxx 00000
11 Philadelphia Xxxxxxxxxxxx Xxxxxxxxxxxx 00000 $88,900,000 $88,900,000.00
00 Xxxxxx Xxxxxx Xxxxxxxxxx 00000 $76,000,000 $75,776,163.02
00 Xxx Xxxxx Xxxxxxxxxxx Xxx Xxxx 00000 $75,000,000 $75,000,000.00
00 Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000 $67,500,000 $67,500,000.00
15 Xxxxxxxxx Xxxxxxxxx Xxxxxxxx 00000 $65,000,000 $65,000,000.00
00 Xxx Xxxxxxx Xxxxx Xxxxx 00000 $64,000,000 $64,000,000.00
00 Xxxxxx Xxxxxx Xxxxxxxxxx 00000 $60,050,000 $60,050,000.00
00 Xxxxxxxxxx Xxx Xxxxxxx Xxxxx Xxxxxxxx 00000 $52,000,000 $52,000,000.00
19 $48,200,000 $48,200,000.00
19.01 Xxxxx Xxx Xxxxxx Xxxxxxxxxx 00000
19.02 Xxxxx Xxx Xxxxxx Xxxxxxxxxx 00000
19.03 Xxxxx Xxx Xxxxxx Xxxxxxxxxx 00000
20 Xxxxxxx Xxxxxx Xxxxxxx 00000 $48,000,000 $48,000,000.00
21 Xxxxxxxxx Xxxxxxxx Xxxxxxxxx 00000 $36,000,000 $35,896,706.86
00 Xxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $35,700,000 $35,700,000.00
00 Xxxx Xxxxxxxxx Xxx Xxxxxxxxxx Xxxxxxxxxx 00000 $34,500,000 $34,500,000.00
00 Xxxxxx Xxxxxxx Xxxxxx 00000 $33,150,000 $33,150,000.00
00 Xx. Xxxxx Xxxxx Xxxxx Xxxx Xxxxxxxx 00000 $30,750,000 $30,750,000.00
00 Xxxxxx Xxxx Xxxxxx Xxx Xxxxxx 00000 $30,000,000 $30,000,000.00
00 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx Xxxxxxxx xx Xxxxxxxx 00000 $28,000,000 $28,000,000.00
00 Xxx Xxxxxxx Xxxx Xxxxxxxx 00000 $26,000,000 $25,679,805.13
00 Xxxxxxxxxxx Xxxxxxxxxx Xxx Xxxxxx 00000 $23,800,000 $23,694,569.16
30 Xxxxxx Xxx Xxxxxx Xxxxxxxxxxx 00000 $22,000,000 $22,000,000.00
00 Xxx Xxxxx Xxx Xxxxx Xxxxxxxxxx 00000 $21,200,000 $21,200,000.00
00 Xxxxxx Xxxxxx Xxxxxxxxxx 00000 $21,000,000 $21,000,000.00
33 Xxxxxxxxx Xxxxxx Xxxxxxxxx 00000 $20,860,000 $20,679,031.01
00 Xxxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000 $20,250,000 $20,215,329.01
35 $20,170,000 $20,170,000.00
35.01 Carrollton Xxxxxx Xxxxx 00000
35.02 Xxxxxxxxxx Xxxxxx Xxxxx 00000
00 Xx Xxxxx Xx. Xxxxx Xxxxxxxx 00000 $20,000,000 $19,877,689.35
00 Xxxxx Xxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $19,480,000 $19,480,000.00
38 Xxxxxxxx Xxxxx Xxxxxxxx 00000 $19,000,000 $19,000,000.00
00 Xxxx Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $17,520,000 $17,520,000.00
40 Xxxxxxx Xxxx Xxxxxxxx 00000 $17,400,000 $17,360,516.87
41 Xxxx Xxxxxx Xxxxxx 00000 $17,200,000 $17,144,612.00
00 XxXxxx Xxxxxxx Xxxxxxxx 00000 $16,800,000 $16,800,000.00
00 Xxxxxx Xxxxxx Xxxxx 00000 $16,500,000 $16,472,187.03
00 Xxxxxxx Xxxx Xxxxxxxxxx 00000 $15,675,000 $15,675,000.00
00 Xxxxxxx Xxxxxxxx Xxxxxx 00000 $15,400,000 $15,400,000.00
00 Xxxxxx Xxxxxx Xxx Xxxx 00000 $15,000,000 $15,000,000.00
47 $15,000,000 $14,985,090.50
47.01 Xxxxxxxxxxx Xxxxx Xxxxxxx 00000
47.02 Xxxxxxxxxxxx Xxxxxx Xxxxxxx 00000
47.03 Xxxxxxxxxxxx Xxxxxx Xxxxxxx 00000
48 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $15,000,000 $14,937,314.07
00 Xxxx Xxxx Xxxxx Xxxx Xxxxx Xxxxxxx 00000 $14,800,000 $14,800,000.00
00 Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxx 00000 $14,500,000 $14,406,706.35
00 Xxxxx Xxxxxxx Xxx Xxxxxx 00000 $14,200,000 $14,200,000.00
52 $14,000,000 $14,000,000.00
52.01 Xxxxxxxx Xxxxxxxxxx Xxxxxxxxx 00000
52.02 Brentwood Xxxxxxxxxx Xxxxxxxxx 00000
53 Xxxxxx Xxxxxxx Xxxxxxxxxxxxx 00000 $13,750,000 $13,689,093.11
00 Xxxxxxxxx Xxx Xxxxx Xxxxxxxxxx 00000 $13,700,000 $13,631,695.90
00 Xxxxxxxxxx Xxxxxxx Xxxxxxx 00000 $13,500,000 $13,500,000.00
56 Xxxx Xxxxxx Xxxxxx 00000 $12,750,000 $12,750,000.00
00 Xxxxx Xxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $12,500,000 $12,454,689.81
58 Xxxx Xxxx Xxxxxxxxxxxx 00000 $12,000,000 $11,964,671.51
00 Xxxxxxxx Xxxxxxx Xxx Xxxx 00000 $11,750,000 $11,750,000.00
00 Xxxxxx Xxxxxx Xxxxx Xxxxxxxx 00000 $11,440,000 $11,440,000.00
00 Xxxxxx Xxxx Xxxxxxx 00000 $11,300,000 $11,300,000.00
00 Xxxxxxxx Xxxxxxxxx Xxxxxxx 00000 $11,200,000 $11,200,000.00
00 Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxx 00000 $11,200,000 $11,189,840.70
64 Xxxxxxxxxxxxx Xxxxx Xxxxxxxxxxxx 00000 $10,320,000 $10,320,000.00
65 Xxxx Xxxxxxx Xxxxxxxx 00000 $10,050,000 $10,040,511.62
66 $10,000,000 $10,000,000.00
66.01 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000
66.02 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000
67 Xxxxxxxx Xxxx Xxxxxxxx 00000 $9,800,000 $9,791,662.06
00 Xxxxxxx Xxxxxxx Xxxxxxxxxx 00000 $9,500,000 $9,472,403.79
00 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx 00000 $9,000,000 $8,963,662.56
00 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000 $8,850,000 $8,850,000.00
00 Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxx 00000 $8,700,000 $8,700,000.00
00 Xxxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $8,630,000 $8,630,000.00
00 Xxx Xxxx Xxxxx Xxxxx Xxxxxxxxxx 00000 $8,600,000 $8,589,215.82
00 Xxxxxxxxx Xxxxx Xxxxxx 00000 $8,500,000 $8,500,000.00
00 Xxx Xxxxx Xxxxx Xxxxxx 00000 $8,450,000 $8,450,000.00
00 Xxx Xxxxx Xxxxx Xxxxxx 00000 $8,415,000 $8,415,000.00
00 Xxxxxxx Xxxx Xxxxxxxxxx 00000 $8,200,000 $8,200,000.00
00 Xxxxxx Xxxxxxxxxx Xxxxx 00000 $8,100,000 $8,100,000.00
79 Xxxx Xxxxxx Xxxxxx 00000 $8,000,000 $7,978,405.89
00 Xxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx 00000 $7,620,000 $7,620,000.00
81 Tampa Xxxxxxxxxxxx Xxxxxxx 00000 $7,600,000 $7,564,410.61
82 Xxxxxxxx Xxxxxxxx Xxxx 00000 $7,500,000 $7,492,545.25
00 Xxxxxxxxxxxx Xxxxxxxxxxxx Xxxxxxxxxxxx 00000 $7,280,000 $7,280,000.00
00 Xxxx Xxxxxxx Xxxxxx Xxxxxxx 00000 $7,100,000 $7,100,000.00
85 Ronkonkoma Xxxxxxx Xxx Xxxx 00000 $7,000,000 $7,000,000.00
86 Tampa Xxxxxxxxxxxx Xxxxxxx 00000 $7,000,000 $7,000,000.00
87 Xxxxxxxx Xxxx Xxxxxxxx 00000 $6,800,000 $6,794,214.50
00 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxx 00000 $6,750,000 $6,750,000.00
00 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx 00000 $6,650,000 $6,643,891.53
00 Xxxxxxx Xxxxxxxxxxxx Xxxxxxxx 00000 $6,500,000 $6,500,000.00
91 Xxxxxxx Xxxx Xxxxxxxx 00000 $6,446,000 $6,446,000.00
00 Xxxxxxx Xxxxxxxx Xxxxxxxxxx 00000 $6,342,000 $6,342,000.00
00 Xxxxxxx Xxxx Xxxxxxxxxx 00000 $6,225,000 $6,207,358.40
94 Xxxxxx Xxxxxxxx Xxxx 00000 $6,120,000 $6,096,114.92
00 Xxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $6,000,000 $6,000,000.00
00 Xxxxxx Xxxxx Xxxx Xxxxx Xxxxxxx 00000 $5,900,000 $5,872,371.39
00 Xxx Xxxxx Xxxxx Xxxxxx 00000 $5,800,000 $5,800,000.00
98 Xxxxxxxxx Xxxxxx Xxxxxxxxxx 00000 $5,700,000 $5,700,000.00
99 Stafford Xxxx Xxxx Xxxxx 00000 $5,650,000 $5,618,061.30
000 Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx 00000 $5,600,000 $5,600,000.00
000 Xxxxxx Xxxx Xxx Xxxxx Xxxxxxxxxx 00000 $5,600,000 $5,600,000.00
000 Xxxx Xxxxx Xxxx Xxxxx Xxxxxxx 00000 $5,500,000 $5,471,034.62
000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx 00000 $5,185,000 $5,130,916.57
000 Xxxx Xxxx Xxxxx Xxxxx Xxxxxxx 00000 $5,050,000 $5,039,643.81
105 Raleigh Xxxx Xxxxx Xxxxxxxx 00000 $5,000,000 $4,992,186.40
106 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $4,900,000 $4,881,052.62
000 Xxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000 $4,850,000 $4,850,000.00
000 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxx 00000 $4,750,000 $4,741,009.68
000 Xxxxxxxx Xxxxxxx Xx Xxxx Xxxxxxxx 00000 $4,700,000 $4,695,098.98
000 Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxx 00000 $4,700,000 $4,673,474.18
000 Xxxx Xxxxxx Xxxxxx 00000 $4,600,000 $4,584,050.90
112 Xxxxxxx Xxxxxx Xxxxxxx 00000 $4,500,000 $4,477,959.31
000 Xxxxxxx Xxxxxxx Xxxxxxx 00000 $4,000,000 $4,000,000.00
000 Xxxxxxx Xxxxxx Xxxxx 00000 $4,000,000 $4,000,000.00
000 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx 00000 $4,000,000 $3,988,651.00
000 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $3,920,000 $3,920,000.00
000 Xxxxxxxx Xxxxxxxxx Xxxxxxx 00000 $3,850,000 $3,838,920.35
118 Raleigh Xxxx Xxxxx Xxxxxxxx 00000 $3,800,000 $3,800,000.00
000 Xxxx Xxxxx Xxxx Xxxxxxxx 00000 $3,750,000 $3,750,000.00
000 Xxxxxxxxxxxx Xxxxxxxxxxxx Xxxx Xxxxxxxx 00000 $3,575,000 $3,575,000.00
000 Xxxxxxxxxxx Xxxxx Xxxxxxx 00000 $3,550,000 $3,536,754.86
000 Xxxxxxxxxx Xxxxxxxx Xxxxxxxx 00000 $3,500,000 $3,500,000.00
000 Xxxxxxxxxx Xxxx Xxxxx Xxxxxxx 00000 $3,450,000 $3,431,830.81
000 Xxxxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxxxxx 00000 $3,400,000 $3,397,088.41
000 Xxxxxxxxx Xxxxxxx Xxxxxxxx 00000 $3,050,000 $3,040,871.46
000 Xxxx Xxxxxx Xxxxxx 00000 $3,000,000 $2,986,578.72
127 $2,900,000 $2,897,463.50
127.01 Long Beach Xxx Xxxxxxx Xxxxxxxxxx 00000
127.02 Long Beach Xxx Xxxxxxx Xxxxxxxxxx 00000
000 Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx 00000 $2,880,000 $2,880,000.00
000 Xxxxxx Xxxx Xxxxxx Xxxxxxxx 00000 $2,770,000 $2,720,901.58
000 Xxxxxx Xxxxxx Xxxxx 00000 $2,700,000 $2,682,156.89
000 Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000 $2,600,000 $2,600,000.00
000 Xxxxxxx Xxx Xxxxxxxxxx Xxxxxxxxxx 00000 $2,600,000 $2,592,732.77
000 Xxxxx Xxxx Xxxxxx Xxxxxxxxxx 00000 $2,598,000 $2,586,800.55
000 Xxxxxxxxxxxx Xxxxxxxx Xxxxxxxx 00000 $2,550,000 $2,544,919.26
000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx 00000 $2,500,000 $2,495,174.08
000 Xxxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $2,200,000 $2,191,433.69
000 Xxx Xxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $2,025,000 $2,015,158.82
000 Xxxxxxxxx Xxxxxx Xxxxx 00000 $2,000,000 $1,991,921.16
000 Xxx Xxxxxx Xxxx Xxxxxxxxx 00000 $1,850,000 $1,850,000.00
000 Xxxx Xxxxxx Xxxxxx 00000 $1,425,000 $1,419,034.82
000 Xxxxxxx Xxxxxx Xxxxx 00000 $1,125,000 $1,120,740.09
000 Xxxx Xxxxxx Xxxxxx 00000 $1,125,000 $1,119,978.60
Allocated Cut- Stated
off Date Original Term Remaining Original Original Remaining Remaining
GCCFC 05-GG3 Balance to Maturity Term to Interest Only Amortization Interest Only Amortization
Loan ID (multi-property) Seasoning (mos.) Maturity (mos.) Term (mos.) Term (mos.) Period (mos.) Term (mos.)
1 2 61 59 0 360 0 358
2 8 59 51 0 360 0 352
3 0 120 120 36 360 36 360
4 2 83 81 83 NA 81 XX
0 0 00 00 00 XX 00 XX
0 1 60 59 0 360 0 359
7 2 60 58 60 NA 58 NA
8 4 120 116 59 360 55 360
9 2 120 118 47 360 45 360
10 2 60 58 60 NA 58 NA
10.01 $24,540,000.00
10.02 $13,680,000.00
10.03 $11,120,000.00
10.04 $9,440,000.00
10.05 $8,960,000.00
10.06 $8,520,000.00
10.07 $8,160,000.00
10.08 $7,440,000.00
10.09 $6,800,000.00
11 3 84 81 48 360 45 360
12 4 120 116 0 360 0 356
13 0 120 120 0 300 0 300
14 2 120 118 120 NA 118 NA
15 2 120 118 24 360 22 360
16 4 120 116 59 324 55 324
17 3 84 81 84 NA 81 NA
18 1 120 119 12 360 11 360
19 6 84 78 24 360 18 360
19.01 $21,993,948.10
19.02 $14,337,198.84
19.03 $11,868,853.06
20 3 60 57 24 360 21 360
21 2 120 118 0 300 0 298
22 2 120 118 7 360 5 360
23 4 120 116 36 360 32 360
24 1 84 83 48 360 47 360
25 5 60 55 60 NA 55 NA
26 1 120 119 24 360 23 360
27 5 120 115 60 360 55 360
28 6 240 234 0 240 0 234
29 3 84 81 0 300 0 297
30 5 120 115 12 360 7 360
31 4 120 116 24 360 20 360
32 2 120 118 24 360 22 360
33 8 120 112 0 360 0 352
34 2 120 118 0 360 0 358
35 2 120 118 24 360 22 360
35.01 $11,850,000.00
35.02 $8,320,000.00
36 7 84 77 0 360 0 353
37 2 120 118 24 360 22 360
38 1 60 59 24 360 23 360
39 2 120 118 24 360 22 360
40 2 120 118 0 300 0 298
41 4 120 116 0 360 0 356
42 1 120 119 24 360 23 360
43 2 84 82 0 360 0 358
44 2 84 82 24 360 22 360
45 0 120 120 24 360 24 360
46 5 120 115 23 360 18 360
47 1 120 119 0 360 0 359
47.01 $8,223,038.47
47.02 $4,127,486.30
47.03 $2,634,565.72
48 4 120 116 0 360 0 356
49 0 120 120 0 360 0 360
50 5 60 55 0 300 0 295
51 3 120 117 12 360 9 360
52 2 120 118 24 360 22 360
52.01 $9,170,000.00
52.02 $4,830,000.00
53 5 84 79 0 360 0 355
54 5 96 91 0 360 0 355
55 4 120 116 12 360 8 360
56 3 84 81 24 360 21 360
57 4 120 116 0 360 0 356
58 3 120 117 0 360 0 357
59 4 120 116 18 360 14 360
60 3 120 117 12 360 9 360
61 4 60 56 60 NA 56 NA
62 3 120 117 12 360 9 360
63 1 120 119 0 360 0 359
64 2 120 118 24 360 22 360
65 1 120 119 0 360 0 359
66 7 60 53 60 NA 53 NA
66.01 $6,500,000.00
66.02 $3,500,000.00
67 1 120 119 0 360 0 359
68 3 84 81 0 360 0 357
69 3 120 117 0 300 0 297
70 6 120 114 12 360 6 360
71 1 60 59 60 NA 59 NA
72 1 120 119 24 360 23 360
73 1 120 119 0 300 0 299
74 7 120 113 60 360 53 360
75 5 84 79 48 360 43 360
76 3 120 117 24 360 21 360
77 5 60 55 60 NA 55 XX
00 0 00 00 00 000 00 360
79 3 120 117 0 360 0 357
80 1 120 119 24 360 23 360
81 5 120 115 0 360 0 355
82 1 120 119 0 360 0 359
83 3 60 57 60 NA 57 NA
84 1 120 119 12 336 11 336
85 6 60 54 60 NA 54 NA
86 2 120 118 12 360 10 360
87 1 120 119 0 360 0 359
88 2 120 118 24 360 22 360
89 1 120 119 0 360 0 359
90 8 120 112 18 360 10 360
91 2 84 82 12 348 10 348
92 0 120 120 0 360 0 360
93 3 120 117 0 360 0 357
94 4 120 116 0 360 0 356
95 1 120 119 24 360 23 360
96 5 84 79 0 360 0 355
97 3 120 117 24 360 21 360
98 5 84 79 24 360 19 360
99 6 120 114 0 360 0 354
100 4 120 116 24 360 20 360
101 2 60 58 24 360 22 360
102 5 60 55 0 360 0 355
103 3 180 177 0 180 0 177
104 2 120 118 0 360 0 358
105 1 120 119 0 300 0 299
106 4 120 116 0 360 0 356
107 2 120 118 24 360 22 360
108 2 120 118 0 360 0 358
109 1 120 119 0 360 0 359
110 6 120 114 0 360 0 354
111 4 120 116 0 360 0 356
112 5 120 115 0 360 0 355
113 5 120 115 36 360 31 360
114 1 120 119 12 360 11 360
115 3 120 117 0 360 0 357
116 1 120 119 24 360 23 360
117 3 120 117 0 360 0 357
118 7 60 53 60 XX 00 XX
000 0 00 00 00 XX 00 XX
120 5 120 115 24 360 19 360
121 4 120 116 0 360 0 356
122 2 120 118 24 360 22 360
123 5 60 55 0 360 0 355
124 1 120 119 0 360 0 359
125 3 120 117 0 360 0 357
126 5 120 115 0 360 0 355
127 1 120 119 0 360 0 359
127.01 $1,608,591.80
127.02 $1,288,871.69
128 6 120 114 12 360 6 360
129 5 180 175 0 180 0 175
130 5 120 115 0 300 0 295
131 5 120 115 24 360 19 360
132 3 120 117 0 360 0 357
133 5 120 115 0 360 0 355
134 2 120 118 0 360 0 358
135 2 120 118 0 360 0 358
136 4 120 116 0 360 0 356
137 5 120 115 0 360 0 355
138 5 120 115 0 360 0 355
139 4 120 116 12 360 8 360
140 5 120 115 0 360 0 355
141 4 120 116 0 360 0 356
142 5 120 115 0 360 0 355
Upfront Upfront Ongoing
Actual Actual Actual
GCCFC 05-GG3 Letter of Repair Replacement Replacement
Loan ID Guarantor Credit Reserve Reserve Reserve Upfront TI/LC Monthly TI/LC Monthly Tax Escrow
1 No No $0 $0 $0 $0 $0 $0
2 No No $0 $0 $0 $0 $0 $0
3 Non-recourse Carveout No $0 $15,457 $15,457 $61,826 $61,826 $329,700
4 No No $1,122,000 $0 $0 $0 $0 $0
5 Non-recourse Carveout No $0 $0 $0 $0 $0 $158,932
6 No No $0 $0 $0 $0 $0 $0
7 Non-recourse Carveout No $0 $0 $0 $0 $0 $0
8 Non-recourse Carveout No $5,500 $2,055 $2,055 $6,851 $6,851 $35,631
9 Non-recourse Carveout No $6,900 $0 $2,925 $7,156 $7,156 $54,802
10 Non-recourse Carveout No $1,025,125 $1,073,000 $19,135 $0 $0 $75,666
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
11 Non-recourse Carveout No $0 $2,061,700 $14,055 $5,400,000 $0 $180,371
12 Non-recourse Carveout No $0 $10,832 $5,416 $25,000 $12,500 $95,000
13 Non-recourse Carveout No $422,625 $0 $0 $0 $0 $0
14 Non-recourse Carveout No $0 $776,368 $5,583 $3,626,937 $0 $0
15 Non-recourse Carveout No $11,875 $7,940 $7,940 $1,300,000 $50,000 $166,267
16 Non-recourse Carveout No $988,125 $0 $8,368 $537,429 $41,841 $133,473
17 Non-recourse Carveout No $371,655 $50,000 $0 $2,000,000 $0 $1
18 Non-recourse Carveout No $0 $0 $3,235 $0 $8,620 $0
19 Non-recourse Carveout No $0 $383,751 $7,391 $0 $36,953 $30,803
19.01
19.02
19.03
20 Non-recourse Carveout No $1,245,000 $8,903 $8,903 $25,000 $25,000 $53,779
21 Non-recourse Carveout No $0 $0 $74,963 $0 $0 $67,177
22 Non-recourse Carveout No $0 $0 $0 $8,947,005 $0 $31,516
23 Non-recourse Carveout No $181,606 $6,028 $6,028 $0 $0 $6,254
24 Non-recourse Carveout No $250,000 $0 $0 $1,885,500 $0 $1
25 Non-recourse Carveout No $4,500,000 $3,618 $3,618 $33,333 $33,333 $33,426
26 Non-recourse Carveout Yes $17,375 $7,320 $7,320 $1,711,449 $27,449 $89,997
27 Non-recourse Carveout No $275 $99,954 $2,127 $3,000,000 $0 $53,454
28 Non-recourse Carveout No $0 $2,040 $2,040 $20,833 $20,833 $45,529
29 Non-recourse Carveout No $138,600 $0 $0 $0 $0 $0
30 Non-recourse Carveout Yes $218,750 $86,000 $0 $0 $0 $19,733
31 Non-recourse Carveout No $1,500 $632 $632 $0 $0 $22,975
32 Non-recourse Carveout No $0 $0 $2,189 $1,381,418 $14,530 $16,100
33 Non-recourse Carveout No $0 $0 $2,996 $0 $5,417 $24,708
34 Non-recourse Carveout No $0 $68,793 $3,583 $466,622 $17,917 $36,640
35 Non-recourse Carveout No $0 $200,000 $3,820 $250,000 $8,051 $50,700
35.01
35.02
36 Non-recourse Carveout No $101,250 $0 $5,618 $2,027,840 $35,114 $32,474
37 Non-recourse Carveout No $9,780 $595 $595 $0 $12,873 $9,913
38 Non-recourse Carveout No $270,588 $0 $5,963 $750,000 $31,385 $62,413
39 Non-recourse Carveout No $24,938 $709 $709 $0 $11,132 $7,467
40 Non-recourse Carveout No $0 $0 $32,507 $0 $0 $33,483
41 Non-recourse Carveout No $10,388 $2,382 $1,191 $14,888 $7,444 $13,494
42 Non-recourse Carveout Yes $243,750 $877 $877 $12,500 $12,500 $11,016
43 Non-recourse Carveout No $0 $0 $4,375 $1,000,000 $58,782 $44,590
44 Non-recourse Carveout No $1,586,277 $2,651 $2,651 $568,952 $15,904 $14,002
45 Non-recourse Carveout No $0 $641 $641 $5,340 $5,340 $5,134
46 Non-recourse Carveout No $0 $3,191 $3,191 $10,636 $10,636 $33,000
47 Non-recourse Carveout No $65,625 $2,605 $2,605 $3,333 $3,333 $23,051
47.01
47.02
47.03
48 Non-recourse Carveout No $156,625 $0 $13,585 $0 $0 $22,340
49 Non-recourse Carveout No $12,500 $0 $2,934 $1,000,000 $0 $23,885
50 Non-recourse Carveout No $0 $0 $27,612 $0 $0 $42,671
51 Non-recourse Carveout No $0 $700 $700 $2,333 $2,333 $18,144
52 Non-recourse Carveout No $0 $2,231 $2,231 $9,140 $9,140 $16,462
52.01
52.02
53 Non-recourse Carveout No $623,000 $1,736 $1,736 $200,000 $6,942 $31,000
54 Non-recourse Carveout No $0 $465 $1,138 $120,125 $1,684 $26,243
55 Non-recourse Carveout No $0 $1,932 $1,832 $0 $0 $6,934
56 Non-recourse Carveout No $8,750 $1,942 $1,942 $6,250 $6,250 $16,894
57 Non-recourse Carveout No $0 $384 $192 $181,572 $3,286 $869
58 Non-recourse Carveout No $0 $0 $1,457 $0 $6,509 $17,060
59 Non-recourse Carveout No $15,375 $1,684 $1,684 $302,371 $6,250 $16,826
60 Non-recourse Carveout No $140,000 $2,493 $2,493 $2,917 $2,917 $9,013
61 Non-recourse Carveout No $94,750 $1,729 $1,729 $0 $0 $13,204
62 Non-recourse Carveout No $0 $792 $792 $0 $0 $2,742
63 Non-recourse Carveout No $68,000 $1,078 $1,078 $3,333 $3,333 $9,090
64 Non-recourse Carveout No $70,000 $54,042 $4,042 $0 $0 $12,986
65 Non-recourse Carveout No $0 $0 $994 $0 $2,319 $4,996
66 Non-recourse Carveout No $28,375 $1,900 $1,900 $180,875 $7,400 $10,200
66.01
66.02
67 Non-recourse Carveout No $0 $0 $0 $0 $3,333 $18,417
68 Non-recourse Carveout No $49,125 $0 $2,010 $1,000,000 $0 $19,270
69 Non-recourse Carveout No $0 $1 $0 $0 $0 $0
70 Non-recourse Carveout No $0 $598 $598 $4,116 $4,116 $9,612
71 Non-recourse Carveout No $0 $655 $655 $5,000 $5,000 $3,639
72 Non-recourse Carveout No $0 $0 $0 $210,243 $1,250 $5,700
73 Non-recourse Carveout No $0 $5,512 $2,756 $0 $0 $6,249
74 Non-recourse Carveout No $0 $629 $629 $4,167 $0 $4,124
75 Non-recourse Carveout No $0 $0 $560 $450,000 $0 $3,845
76 Non-recourse Carveout No $0 $702 $702 $5,667 $5,667 $9,042
77 Non-recourse Carveout No $0 $1,743 $1,743 $0 $0 $9,871
78 Non-recourse Carveout No $0 $721 $721 $0 $0 $26,011
79 Non-recourse Carveout No $0 $16,297 $0 $53,026 $0 $23,573
80 Non-recourse Carveout No $0 $1,525 $1,525 $225,000 $0 $9,166
81 Non-recourse Carveout No $46,875 $1,513 $1,513 $2,813 $2,813 $12,649
82 Non-recourse Carveout No $0 $0 $507 $0 $1,184 $8,045
83 Non-recourse Carveout No $10,250 $2,215 $2,215 $8,333 $8,333 $9,595
84 Non-recourse Carveout No $0 $694 $694 $0 $0 $4,400
85 Non-recourse Carveout No $27,040 $1,087 $1,087 $4,167 $4,167 $20,372
86 Non-recourse Carveout No $179,500 $2,971 $2,971 $40,000 $0 $9,815
87 Non-recourse Carveout No $0 $0 $0 $0 $2,083 $12,500
88 Non-recourse Carveout No $0 $0 $0 $150,000 $0 $0
89 Non-recourse Carveout No $5,055 $0 $356 $0 $1,186 $9,871
90 Non-recourse Carveout Yes $276,472 $1,667 $1,667 $400,000 $0 $6,822
91 Non-recourse Carveout No $0 $0 $496 $0 $0 $10,031
92 Non-recourse Carveout No $10,248 $1,121 $561 $4,134 $2,067 $7,764
93 Non-recourse Carveout No $0 $4,351 $2,176 $0 $0 $11,488
94 Non-recourse Carveout No $0 $0 $0 $4,167 $4,167 $18,081
95 Non-recourse Carveout No $0 $482 $482 $1,250 $1,250 $3,905
96 Non-recourse Carveout No $0 $0 $639 $200,000 $1,500 $8,909
97 Non-recourse Carveout No $0 $483 $483 $2,416 $2,416 $7,013
98 Non-recourse Carveout No $7,500 $40,945 $257 $3,833 $3,833 $3,386
99 Non-recourse Carveout No $103,313 $0 $1,569 $165,000 $3,137 $6,408
100 Non-recourse Carveout No $3,125 $0 $1,150 $426,000 $0 $17,568
101 Non-recourse Carveout No $21,488 $497 $497 $0 $0 $4,945
102 Non-recourse Carveout No $0 $14,901 $0 $62,000 $0 $0
103 Non-recourse Carveout No $28,750 $1,014 $1,014 $400,000 $0 $6,957
104 Non-recourse Carveout No $0 $386 $386 $0 $0 $2,052
105 Non-recourse Carveout Yes $0 $0 $0 $250,000 $0 $0
106 Non-recourse Carveout No $0 $644 $322 $2,912 $1,456 $3,149
107 Non-recourse Carveout No $0 $0 $0 $120,000 $0 $0
108 Non-recourse Carveout No $0 $5,469 $456 $0 $1,250 $8,540
109 Non-recourse Carveout Yes $0 $0 $0 $93,227 $1,667 $2,695
110 Non-recourse Carveout No $50,775 $747 $747 $300,000 $0 $8,303
111 Non-recourse Carveout No $0 $7,855 $0 $40,463 $0 $5,904
112 Non-recourse Carveout No $2,125 $0 $711 $50,000 $2,500 $2,753
113 Non-recourse Carveout No $0 $547 $547 $0 $0 $2,117
114 Non-recourse Carveout No $19,375 $1,634 $1,634 $100,000 $0 $7,788
115 Non-recourse Carveout No $0 $2,600 $867 $0 $2,827 $4,507
116 Non-recourse Carveout No $0 $643 $643 $126,000 $0 $2,661
117 Non-recourse Carveout No $0 $747 $374 $3,131 $1,566 $3,633
118 Non-recourse Carveout No $0 $100,000 $657 $120,575 $3,333 $3,335
119 Non-recourse Carveout No $62,500 $426 $426 $40,000 $1,667 $4,136
120 Non-recourse Carveout No $0 $425 $425 $0 $0 $1,167
121 Non-recourse Carveout No $0 $0 $539 $0 $2,917 $4,869
122 Non-recourse Carveout No $0 $0 $0 $120,000 $0 $0
123 Non-recourse Carveout No $0 $7,688 $0 $45,000 $0 $0
124 Non-recourse Carveout No $0 $0 $0 $0 $0 $0
125 Non-recourse Carveout No $85,750 $322 $322 $1,500 $1,500 $2,011
126 Non-recourse Carveout No $0 $5,101 $0 $26,522 $0 $3,898
127 Non-recourse Carveout No $9,830 $27,939 $0 $0 $0 $4,181
127.01
127.02
128 Non-recourse Carveout No $0 $317 $317 $667 $667 $1,138
129 Non-recourse Carveout No $0 $0 $0 $0 $0 $0
130 Non-recourse Carveout No $844 $0 $1,916 $0 $0 $3,603
131 Non-recourse Carveout No $0 $218 $218 $0 $0 $750
132 Non-recourse Carveout No $0 $2,543 $0 $0 $0 $2,163
133 Non-recourse Carveout No $0 $874 $437 $2,652 $1,326 $3,154
134 Non-recourse Carveout No $0 $206 $206 $1,000 $1,000 $1,719
135 Non-recourse Carveout No $1,250 $0 $160 $50,000 $833 $2,521
136 Non-recourse Carveout No $0 $0 $242 $35,000 $1,754 $3,406
137 Non-recourse Carveout No $0 $0 $833 $0 $0 $1,645
138 Non-recourse Carveout No $0 $0 $0 $0 $0 $0
139 Non-recourse Carveout Yes $0 $5,000 $0 $0 $0 $0
140 Non-recourse Carveout No $0 $2,418 $0 $1,092 $1,092 $1,669
141 Non-recourse Carveout No $11,250 $0 $516 $0 $899 $0
142 Non-recourse Carveout No $0 $1,961 $0 $10,465 $294 $885
Monthly Late
GCCFC 05-GG3 Insurance Payment Grace
Loan ID Escrow Day Period
1 $0 1 0
2 $0 1 0
3 $44,182 6 0
4 $0 1 0
5 $12,141 1 0
6 $0 1 0
7 $0 1 1
8 $15,946 6 5
9 $26,892 6 5
10 $43,737 6 5
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
11 $15,739 6 0
12 $16,000 6 0
13 $0 1 5
14 $0 8 0
15 $18,891 6 0
16 $15,707 6 0
17 $1 6 5
18 $0 6 0
19 $5,976 6 0
19.01
19.02
19.03
20 $6,835 1 5
21 $15,196 6 0
22 $3,432 6 0
23 $6,776 1 5
24 $1 6 0
25 $7,002 1 5
26 $11,377 6 0
27 $3,429 6 0
28 $4,047 1 5
29 $0 6 0
30 $7,857 1 5
31 $1,495 1 5
32 $4,600 6 0
33 $880 1 0
34 $4,871 6 0
35 $6,200 6 5
35.01
35.02
36 $8,510 1 0
37 $1,420 6 0
38 $10,919 6 0
39 $1,170 6 0
40 $0 6 0
41 $1,204 6 0
42 $3,047 1 5
43 $2,834 6 0
44 $9,250 6 0
45 $6,821 1 5
46 $0 6 5
47 $3,208 1 5
47.01
47.02
47.03
48 $8,258 6 0
49 $4,935 6 0
50 $14,458 6 0
51 $1,000 6 5
52 $3,430 6 0
52.01
52.02
53 $1,600 6 0
54 $5,909 6 0
55 $2,562 1 5
56 $2,372 1 5
57 $932 6 0
58 $1,310 6 0
59 $1,188 1 5
60 $1,735 1 15
61 $2,447 1 5
62 $772 1 5
63 $1,838 1 5
64 $0 1 5
65 $3,627 6 0
66 $1,900 1 0
66.01
66.02
67 $1,289 1 5
68 $6,286 6 0
69 $0 6 0
70 $725 1 15
71 $1,042 1 5
72 $458 6 0
73 $4,950 6 0
74 $884 1 5
75 $1,196 6 0
76 $1,330 1 5
77 $2,007 1 5
78 $0 1 5
79 $0 6 0
80 $653 1 5
81 $2,927 1 5
82 $700 6 0
83 $1,621 1 5
84 $1,010 1 5
85 $0 1 5
86 $2,279 1 5
87 $836 1 5
88 $0 1 5
89 $1,531 6 0
90 $1,743 1 5
91 $1,359 6 0
92 $1,227 6 0
93 $0 6 0
94 $909 1 5
95 $1,309 1 5
96 $6,156 6 0
97 $947 1 5
98 $1,225 1 5
99 $2,153 6 0
100 $1,959 6 0
101 $1,347 1 5
102 $1,711 1 5
103 $685 1 5
104 $1,908 1 5
105 $0 1 15
106 $419 6 0
107 $0 1 5
108 $1,845 6 0
109 $833 1 5
110 $727 1 5
111 $0 6 0
112 $1,147 6 5
113 $2,617 1 5
114 $1,427 1 5
115 $1,796 6 0
116 $291 1 5
117 $673 6 0
118 $635 1 15
119 $457 1 5
120 $312 1 5
121 $314 6 5
122 $0 1 5
123 $2,415 1 5
124 $0 6 0
125 $1,468 1 5
126 $0 1 3
127 $1,120 6 0
127.01
127.02
128 $396 1 15
129 $0 1 5
130 $2,160 6 0
131 $232 1 5
132 $0 1 5
133 $1,294 6 0
134 $1,036 1 5
135 $657 6 0
136 $595 6 0
137 $919 6 0
138 $0 6 0
139 $383 1 5
140 $0 1 3
141 $0 6 0
142 $0 1 3
Default
GCCFC 05-GG3 Grace
Loan ID Period
1 3 days for the first occurrence in a prior 12 month period, otherwise 0.
2 0
3 0
4 0
5 0
6 0
7 1
8 0
9 0
10 0
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
11 0
12 0
13 5
14 0
15 0
16 0
17 0
18 0
19 0
19.01
19.02
19.03
20 5
21 0
22 0
23 5
24 0
25 5
26 0
27 0
28 5
29 0
30 5
31 5
32 0
33 0
34 0
35 0
35.01
35.02
36 0
37 0
38 0
39 0
40 0
41 0
42 5
43 0
44 0
45 5
46 0
47 5
47.01
47.02
47.03
48 0
49 0
50 0
51 0
52 0
52.01
52.02
53 0
54 0
55 5
56 5
57 0
58 0
59 5
60 5
61 5
62 5
63 5
64 5
65 0
66 0
66.01
66.02
67 5
68 0
69 0
70 5
71 5
72 0
73 0
74 5
75 0
76 5
77 5
78 5
79 0
80 5
81 5
82 0
83 5
84 5
85 5
86 5
87 5
88 5
89 0
90 5
91 0
92 0
93 0
94 5
95 5
96 0
97 5
98 5
99 0
100 0
101 5
102 5
103 5
104 5
105 5
106 0
107 5
108 0
109 5
110 5
111 0
112 0
113 5
114 5
115 0
116 5
117 0
118 0
119 5
120 5
121 0
122 5
123 5
124 0
125 5
126 0
127 0
127.01
127.02
128 5
129 5
130 0
131 5
132 5
133 0
134 5
135 0
136 0
137 0
138 0
139 5
140 0
141 0
142 0
Units
GCCFC 05-GG3 Environmental Cash O&M in of
Loan ID Insurance Lockbox Management Place Size Measure Originator
1 No Hard In Place No 493,706 sf Archon/Commerzbank
2 No Hard In Place No 536,890 sf Archon
3 No Hard Springing Yes 741915 sf GCFP
4 No Hard In Place No 1,299,522 sf Archon
5 No Hard In Place No 876,704 sf Archon
6 No Hard In Place No 700,908 sf Archon/Commerzbank
7 No Hard Springing No 732 Rooms Xxxxxx
0 Xx Xxxx Xxxxxxxxx Xx 000000 sf GCFP
9 No Hard Springing Yes 160522 sf GCFP
10 Soft In Place 1073 Units GCFP
10.01 No No 221 Units
10.02 No No 132 Units
10.03 No No 132 Units
10.04 No No 108 Units
10.05 No No 96 Units
10.06 No No 96 Units
10.07 No No 96 Units
10.08 No No 84 Units
10.09 No No 108 Units
11 No Hard In Place Yes 843304 sf GCFP
12 No Hard In Place No 324955 sf GCFP
13 No Hard In Place No 374 Rooms Xxxxxx
00 Xx Xxxx Xx Xxxxx Xx 000000 xx Xxxxxx Xxxxxxx
15 No Hard In Place No 477771 sf GCFP
16 No Hard Springing Yes 669462 sf GCFP
17 No Hard In Place Yes 299933 sf GCFP
18 No Hard Springing No 394018 sf GCFP
19 Hard In Place 384291 sf GCFP
19.01 No No 147892 sf
19.02 No No 124498 sf
19.03 No No 111901 sf
20 No No NAP Yes 427,351 sf Archon
21 No Hard Springing No 330 Rooms GCFP
22 No Hard Springing No 230800 sf GCFP
23 No No NAP Yes 233,532 sf Xxxxxx
00 Xx Xxxx Xx Xxxxx Xx 000000 sf GCFP
25 No No NAP No 434,136 sf Archon
26 No Hard Springing Yes 439190 sf GCFP
27 No Hard In Place No 127600 sf GCFP
28 No Hard Springing Yes 244,788 sf Archon
29 No Hard Springing No 395 Rooms GCFP
30 No No NAP No 342 Units Archon
31 No No NAP No 75,885 sf Archon
32 Yes Hard Springing Yes 138222 sf GCFP
33 No Hard Springing Yes 359540 sf GCFP
34 No Hard Springing No 215000 sf GCFP
35 No NAP 229219 sf GCFP
35.01 No No 126186 sf
35.02 Yes Yes 103033 sf
36 No Hard In Place No 337088 sf GCFP
37 No Hard Springing No 47639 sf GCFP
38 No Hard Springing No 477225 sf GCFP
39 No Hard Springing No 41341 sf GCFP
40 No Hard Springing Xx 000 Xxxxx XXXX
00 Xx Xx XXX Xx 00000 sf GCFP
42 No No NAP No 70,123 sf Archon
43 No Hard Springing Yes 164044 sf GCFP
44 No Hard Springing Yes 159039 sf GCFP
45 No No NAP No 64,076 sf Archon
46 No Soft Springing No 255267 sf GCFP
47 No NAP 208,412 sf Archon
47.01 No No 108,739 sf
47.02 No No 57,673 sf
47.03 No No 42,000 sf
48 No Soft Springing No 568 Units GCFP
49 No Hard Springing No 160062 sf GCFP
50 No Hard In Place No 304 Rooms GCFP
51 No Soft Springing No 56000 sf GCFP
52 Soft Springing 133863 sf GCFP
52.01 No No 92997 sf
52.02 No No 40866 sf
53 No Soft Springing Yes 83307 sf GCFP
54 No No NAP No 37406 sf GCFP
55 No No NAP No 109,905 sf Archon
56 No No NAP Yes 116,514 sf Xxxxxx
00 Xx Xx XXX Xx 00000 sf GCFP
58 No Soft Springing No 116579 sf GCFP
59 Yes No NAP No 96,244 sf Archon
60 No No NAP Yes 199,450 sf Archon
61 No No NAP Yes 71,478 sf Archon
62 No No NAP No 95,092 sf Archon
63 No No NAP No 65,385 sf Archon
64 No No NAP No 194 Units Xxxxxx
00 Xx Xx XXX Xx 00000 sf GCFP
66 Hard Springing 88763 sf GCFP
66.01 No No 59560 sf
66.02 No No 29203 sf
67 No No NAP No 44,200 sf Xxxxxx
00 Xx Xxxx Xxxxxxxxx Xx 000000 sf GCFP
69 No Soft Springing No 115 Rooms GCFP
70 No No NAP No 71,813 sf Archon
71 No No NAP No 52,398 sf Xxxxxx
00 Xx Xx XXX Xx 00000 sf GCFP
73 No No NAP No 101 Rooms GCFP
74 No No NAP No 34,300 sf Xxxxxx
00 Xx Xxxx Xxxxxxxxx Xx 00000 sf GCFP
76 No No NAP No 56,161 sf Archon
77 No No NAP No 69,706 sf Archon
78 No No NAP No 57,639 sf Xxxxxx
00 Xx Xx XXX Xx 000000 sf GCFP
80 No No NAP No 83,200 sf Archon
81 No No NAP No 95,584 sf Xxxxxx
00 Xx Xxxx Xxxxxxxxx Xx 00000 sf GCFP
83 No No NAP Yes 106,304 sf Archon
84 No No NAP No 83,300 sf Archon
85 No No NAP No 68,624 sf Archon
86 No No NAP Yes 79,238 sf Archon
87 No No NAP No 30,000 sf Archon
88 No No NAP No 28,179 sf Xxxxxx
00 Xx Xx XXX Xx 00000 sf GCFP
90 No No NAP Yes 127,500 sf Xxxxxx
00 Xx Xx XXX Xx 00000 sf GCFP
92 No No NAP No 25877 sf GCFP
93 No No NAP No 21516 sf GCFP
94 No No NAP No 124,929 sf Archon
95 No No NAP No 38,555 sf Xxxxxx
00 Xx Xx XXX Xx 00000 sf GCFP
97 No No NAP No 38,654 sf Archon
98 No No NAP No 30,786 sf Xxxxxx
00 Xx Xx XXX Xx 000000 sf GCFP
100 No Hard Springing No 68994 sf GCFP
101 No No NAP No 45,842 sf Archon
102 No No NAP No 56,989 sf Archon
103 No No NAP Yes 50,722 sf Archon
104 No No NAP No 46,375 sf Archon
105 No No NAP No 61,648 sf Xxxxxx
000 Xx Xx XXX Xx 00000 sf GCFP
107 No No NAP No 22,270 sf Xxxxxx
000 Xx Xx XXX Xx 00000 sf GCFP
109 No No NAP No 23,208 sf Archon
110 No No NAP No 44,790 sf Xxxxxx
000 Xx Xx XXX Xx 00000 sf GCFP
112 No No NAP No 34135 sf GCFP
113 No No NAP No 65,674 sf Archon
114 No No NAP No 78,408 sf Xxxxxx
000 Xx Xx XXX Xx 00000 sf GCFP
116 No No NAP No 35,097 sf Xxxxxx
000 Xx Xx XXX Xx 00000 sf GCFP
118 No No NAP No 52575 sf GCFP
119 No No NAP No 25,544 sf Archon
120 No No NAP No 34,000 sf Xxxxxx
000 Xx Xx XXX Xx 00000 sf GCFP
122 No No NAP No 17,500 sf Archon
123 No No NAP No 51,331 sf Xxxxxx
000 Xxx Xx XXX Xx 00000 sf GCFP
125 No No NAP No 38,450 sf Xxxxxx
000 Xx Xx XXX Xx 00000 sf GCFP
127 No NAP 34 Units GCFP
127.01 No No 21 Units
127.02 No No 13 Units
128 No No NAP No 25,840 sf Archon
129 No No NAP No 56,280 sf Archon
130 No No NAP No 487 Units GCFP
131 No No NAP No 26,200 sf Archon
132 No No NAP No 8,371 sf Xxxxxx
000 Xx Xx XXX Xx 00000 sf GCFP
134 No No NAP No 24,712 sf Xxxxxx
000 Xx Xx XXX Xx 00000 sf GCFP
136 No No NAP No 14513 sf GCFP
137 No No NAP No 40 Xxxxx XXXX
000 Xx Xx XXX Xx 00000 sf GCFP
139 No No NAP No 25 Units Archon
140 No No NAP No 9672 sf GCFP
141 No No NAP No 35942 sf GCFP
142 No No NAP No 7844 sf GCFP
GCCFC 05-GG3 Loan ID GCFP Control_Number GCFP Loan ID Loan Name
3 04-0773 00-0000 0000 Broadway
8 04-0662 04-0662 Shops at Wailea
9 04-0975 04-0975 Waikiki Galleria
10 04-1136 04-1136 Place Properties Portfolio
10.01 04-1136 00-0000 Xxxxxxx Xxxxx
10.02 04-1136 00-0000 Xxxxx Xxxxx
10.03 04-1136 00-0000 Xxxxxxxxxxxx Xxxxx
10.04 04-1136 00-0000 Xxxx Xxxxx
10.05 04-1136 00-0000 Xxxxxx Xxxxx
10.06 04-1136 00-0000 Xxxx Xxxxx
10.07 04-1136 00-0000 Xxxxxxx Xxxxx
10.08 04-1136 00-0000 Xxxxx Xxxxx
10.09 04-1136 00-0000 Xxxxxx Xxxxx
11 04-1007 04-1007 0000 Xxxxxx Xxxxxx
12 04-0140 04-0140 0000 Xxxx Xxxxxx
14 04-1247 00-0000 0000 Avenue of the Americas
15 04-1228 04-1228 Xxx Xxxxx Xxxxxx
00 00-0000 00-0000 Xxxxx Xxxx Mall
17 04-0449 04-0449 Village at Orange
18 04-0826 04-0826 Mayfaire Town Center
19 04-0829 04-0829 Xxxxxxxx/Charlesbank Office Portfolio
19.01 04-0829 04-0829 Park Tower
19.02 04-0829 04-0829 000 Xxxxx Xxxxxx Xxxxx
19.03 04-0829 04-0829 Transit Tower
21 04-1347 04-1347 Hilton Nashville Downtown
22 04-1143 00-0000 0000 Xxxxxxxx
24 04-1435 04-1435 Olathe Station
26 04-0917 04-0917 Executive Campus
27 04-0551 04-0551 0000 X Xxxxxx
29 04-1086 04-1086 Hyatt Regency Albuquerque
32 04-1059 04-1059 Irvine Technology Center-I
33 04-0276 04-0276 0000 Xxxxxxxxx Xxxx
34 04-1229 00-0000 Xxx Xxxx Xxxxxxxxx Xxxxxx
35 04-1085 04-1085 Xxxxx Pointe/Arapahoe Village Portfolio
35.01 04-1085 04-1085 Xxxxx Pointe
35.02 04-1085 04-1085 Arapaho Village
36 03-0873 03-0873 St Louis Place
37 04-1158 04-1158 Xxxxxxxxx Xxxxx
00 04-0904 04-0904 000 Xxxx 00xx Xxxxxx
39 04-1157 04-1157 Xxxxxx Xxx Xxx
00 00-0000 00-0000 Xxxxx Xxxxxxx
00 04-0862 04-0862 Magnolia Village
43 04-0948 04-0948 Capitol Center
44 04-0809 04-0809 Xxxxxxx Xxxxx
00 00-0000 00-0000 Xxx Xxxxxx Center
48 04-0522 04-0522 North Mountain Village Apartments
49 04-1290 04-1290 Prospect Place Office
50 04-0889 04-0889 Radisson Metrodome
51 04-0778 00-0000 Xxxxxxxxxxxx Xxxxx
52 04-0747 04-0747 Xxxx Portfolio
52.01 04-0747 04-0747 Energy Park I & II
52.02 04-0747 00-0000 Xxxxxxxx Xxx
53 04-0731 04-0731 000 Xxxxxxxx Xxxxxx
54 04-0857 04-0857 The Plaza at Encinitas Ranch
57 04-0794 04-0794 Fremont Xxxxxx Center
58 04-0311 04-0311 Pleasant Valley
65 04-1205 00-0000 Xxxxxxxxxx Xxxxxxx
66 04-0282 04-0282 Fairfield Office Portfolio
66.01 04-0282 04-0282 000 Xxxxxxxx Xxxxx
66.02 04-0282 04-0282 0000 Xxxxx Xxxxxxx Xxxx
68 04-1073 04-1073 0000 Xxxxxx Xxx Xxxxxxx
69 04-0970 04-0970 Hampton Inn Camarillo
72 04-0928 04-0928 Pasadena Collection
73 04-1255 04-1255 Towneplace Suites by Marriott, San Xxxx
75 04-0648 04-0648 Eastwind Shopping Center
79 04-1142 04-1142 Quail Vista
82 04-1282 04-1282 Polaris Retail Center
89 04-1234 04-1234 Eagle Mountain Shopping Center
91 04-0730 04-0730 0000 Xxxxx Xxxxxx
92 04-1263 00-0000 Xxxxxx Xxxxx
93 04-0937 04-0937 Pacific Pointe
96 04-0029 04-0029 Sopra Centre
99 04-0776 04-0776 Corporate Exchange Center
100 04-0982 04-0982 000 Xxxx Xxxxxx
106 04-1043 04-1043 Smart & Final Center
108 04-1185 04-1185 Peachtree City Marketplace
111 04-0738 04-0738 Xxxxx Xxxxxxx Xxxxx
000 00-0000 04-0997 Rockwest I
115 04-1140 04-1140 Parkway Commons Office Building
117 04-0944 04-0944 Vestridge Commons
118 03-0617 00-0000 Xxxxxxxx Xxxxxx
121 03-0655 03-0655 Northpark One
124 04-1135 04-1135 Walgreens Pleasant Hill
126 04-0737 04-0737 Quail Corners South - Phase III
127 04-1265 04-1265 Arbo Portfolio
127.01 04-1265 04-1265 000 Xxxx 0xx Xxxxxx
127.02 04-1265 04-1265 0000 Xxxx 0xx Xxxxxx
130 04-0620 04-0620 Wood River Mini Storage
133 04-0733 04-0733 Plaza El Portal
135 04-1078 00-0000 Xxxxxxxxx Xxxxxxx Shopping Center
136 04-1115 00-0000 Xxxxxxxxx Xxxxxxxx
137 04-0906 04-0906 000 Xxxxx Xxxxxx Xxxxxxxxx
138 04-0816 04-0816 CVS, Lancaster
140 04-0740 00-0000 Xxxxx Xxxxx
141 04-0909 04-0909 00000 Xxxxxx Xxxx
142 04-0736 04-0736 000 Xxxxxx Xxxx Xxxxx
3-C 04-0773 04-0773 1440 Broadway
8-C 04-0662 04-0662 Shops at Wailea
12-C 04-0140 04-0140 0000 Xxxx Xxxxxx
14-C 04-1247 04-1247 1370 Avenue of the Americas
19-C 04-0829 04-0829 Xxxxxxxx/Charlesbank Office Portfolio
GCCFC 05-GG3 Loan ID Property Name General Property Type Detailed Property Type
3 0000 Xxxxxxxx Office General Urban
8 Shops at Wailea Retail Xxxxxxxx Xxxx
0 Xxxxxxx Xxxxxxxx Office General Urban
10 Place Properties Portfolio
10.01 Xxxxxxx Place Multifamily Student Housing
10.02 River Place Multifamily Student Housing
10.03 Jacksonville Place Multifamily Student Housing
10.04 Xxxx Place Multifamily Student Housing
10.05 Xxxxxx Place Multifamily Student Housing
10.06 Cape Place Multifamily Student Housing
10.07 Clemson Place Multifamily Student Housing
10.08 Macon Place Multifamily Student Housing
10.09 Xxxxxx Place Multifamily Student Housing
11 0000 Xxxxxx Xxxxxx Xxxxxx General Urban
12 0000 Xxxx Xxxxxx Xxxxxx General Suburban
14 1370 Avenue of the Americas Office General Urban
15 One South Street Office General Urban
00 Xxxxx Xxxx Xxxx Xxxxxx Xxxxxxxx Xxxx
17 Village at Orange Retail Xxxxxxxx Xxxx
00 Xxxxxxxx Xxxx Center Retail Regional Mall
19 Xxxxxxxx/Charlesbank Office Portfolio
19.01 Park Tower Office General Urban
19.02 000 Xxxxx Xxxxxx Xxxxx Xxxxxx General Urban
19.03 Transit Tower Office General Urban
21 Hilton Nashville Downtown Hospitality Full Service
22 3100 Xxxxxxxx Office General Suburban
24 Olathe Station Retail Anchored
26 Executive Campus Office General Suburban
27 1341 G Street Office General Urban
29 Hyatt Regency Albuquerque Hospitality Full Service
32 Irvine Technology Center-I Office R & D
33 2470 Highcrest Road Office General Suburban
34 Xxx Farm Corporate Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx
00 Xxxxx Xxxxxx/Xxxxxxxx Xxxxxxx Portfolio
35.01 Xxxxx Pointe Retail Anchored
35.02 Arapaho Village Retail Anchored
00 Xx Xxxxx Xxxxx Office General Xxxxx
00 Xxxxxxxxx Xxxxx Office General Suburban
38 000 Xxxx 00xx Xxxxxx Office General Suburban
39 Piazza Del Sol Office General Urban
40 Hotel Xxxxxxx Hospitality Full Service
41 Magnolia Village Office General Urban
43 Capitol Center Office General Urban
44 Seattle Tower Office General Urban
46 New Loudon Center Retail Anchored
48 North Mountain Village Apartments Multifamily Garden
49 Prospect Place Office Office General Suburban
50 Radisson Metrodome Hospitality Full Service
00 Xxxxxxxxxxxx Xxxxx Retail Anchored
52 Xxxx Portfolio
52.01 Energy Park I & II Office General Suburban
52.02 Maryland Way Office General Suburban
53 000 Xxxxxxxx Xxxxxx Office General Urban
54 The Plaza at Encinitas Ranch Retail Shadow Anchored
57 Fremont Xxxxxx Center Retail Unanchored
58 Pleasant Valley Office General Suburban
00 Xxxxxxxxxx Xxxxxxx Retail Anchored
66 Fairfield Office Portfolio
66.01 000 Xxxxxxxx Xxxxx Xxxxxx General Suburban
66.02 0000 Xxxxx Xxxxxxx Xxxx Xxxxxx General Suburban
68 1420 Harbor Bay Parkway Office General Suburban
69 Hampton Inn Camarillo Hospitality Limited Service
72 Pasadena Collection Retail Unanchored
73 Towneplace Suites by Marriott, San Xxxx Hospitality Limited Service
75 Eastwind Shopping Center Retail Anchored
00 Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx
82 Polaris Retail Center Retail Anchored
89 Eagle Mountain Shopping Center Retail Anchored
91 0000 Xxxxx Xxxxxx Retail Shadow Anchored
00 Xxxxxx Xxxxx Retail Unanchored
93 Pacific Pointe Office General Urban
96 Sopra Centre Office General Urban
99 Corporate Exchange Center Office General Suburban
100 100 Bank Street Office General Urban
106 Smart & Final Center Retail Anchored
108 Peachtree City Marketplace Retail Anchored
000 Xxxxx Xxxxxxx Xxxxx Xxxxxx General Suburban
112 Rockwest I Retail Unanchored
000 Xxxxxxx Xxxxxxx Office Building Office General Suburban
000 Xxxxxxxxx Xxxxxxx Retail Unanchored
000 Xxxxxxxx Center Retail Anchored
121 Northpark One Office General Suburban
000 Xxxxxxxxx Xxxxxxxx Xxxx Retail Single Tenant
000 Xxxxx Xxxxxxx Xxxxx - Xxxxx III Office General Suburban
127 Arbo Portfolio
127.01 000 Xxxx 0xx Xxxxxx Multifamily Garden
127.02 0000 Xxxx 0xx Xxxxxx Multifamily Garden
130 Wood River Mini Storage Self-Storage General, units only
133 Plaza El Portal Retail Unanchored
000 Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Retail Unanchored
000 Xxxxxxxxx Xxxxxxxx Xxxxxx General Suburban
137 000 Xxxxx Xxxxxx Xxxxxxxxx Multifamily Conventional
138 CVS, Lancaster Retail Single Tenant
000 Xxxxx Xxxxx Office General Suburban
141 00000 Xxxxxx Xxxx Industrial Warehouse
142 000 Xxxxxx Xxxx Xxxxx Xxxxxx General Suburban
3-C 1440 Broadway
8-C Shops at Wailea
12-C 0000 Xxxx Xxxxxx
14-C 1370 Avenue of the Americas
19-C Xxxxxxxx/Charlesbank Office Portfolio
GCCFC 05-GG3 Loan ID Address
3 0000 Xxxxxxxx
8 0000 Xxxxxx Xxxxxx Xxxxx
9 2222 and 0000 Xxxxxxxx Xxxxxx
10
10.01 0000 Xxxxx Xxxx Xxxxx
10.02 000 Xxxxxxx Xxxx
10.03 000 Xxxxxx Xxxxxx XX
10.04 000 Xxxxx Xxxxxx
10.05 000 Xxxx Xxxxx Xxxxxx
10.06 0000 Xxxxx Xxxxxx Xxxxxx
10.07 000 Xxxxxxx Xxxxx Xxxxxx
10.08 0000 Xxxx Xxxxx
10.09 0000 Xxxxx Xxxxx
00 0000 Xxxxxx Xxxxxx
12 0000 Xxxx Xxxxxx
14 1370 Avenue of the Americas
00 Xxx Xxxxx Xxxxxx
16 0000 XX Xxxxxxxx Xxxxxxx
17 0000 Xxxx Xxxxxxx Xxx
18 Military Cutoff Road
19
19.01 000 Xxxxx Xxx Xxxxxxxxx
19.02 000 Xxxxx Xxxxxx Xxxxx
19.03 000 Xxxx 0xx Xxxxxx
21 000 Xxxxxx Xxxxxx Xxxxx
00 0000 Xxxxxxxx
24 00000 Xxxx 000xx Xxxxxx (X0); 00000 Xxxxx Xxxxxx Xxxx Xxxx (X0)
26 3 Executive Campus
27 0000 X Xxxxxx
29 000 Xxxxxxx Xxxxxx, XX
32 18871 Teller Avenue, 18872 & 00000 Xxxxxxx Xxxxxx, and 2525 & 0000 Xxxxxx Xxxxx
33 0000 Xxxxxxxxx Xxxx
34 00 Xxxxxxx Xxxxxxx Xxxx
35
35.01 0000 X Xxxxxxx Xxxxx Xxxx
35.02 000 Xxxx Xxxxxxx Xxxx
00 000 Xxxxx Xxxxxxxx
37 0000 Xxxxx Xxxxxx
38 000 Xxxx 00xx Xxxxxx
39 0000 Xxxx Xxxxxx Xxxxxxxxx
40 0 Xxxx Xxxxxxxxxx Xxxxxx
41 0000 Xxxxx XxXxxxxx Xxxxxxxxx
43 000 Xxxxxxxx Xxxxxx
44 0000 Xxxxx Xxxxxx
46 000 Xxx Xxxxxx Xxxx
48 0000 Xxxx Xxxxxxxxxxx Xxxx
49 3111 S. Dixie Xxxxxxx
00 000 Xxxxxxxxxx Xxxxxx XX
51 1600-1660 Xxxxx 00 Xxxxx
00
52.01 377 & 000 Xxxxxxxxx Xxxxx
52.02 0000 Xxxxxxxx Xxx
53 000 Xxxxxxxx Xxxxxx
54 0000 Xxxxxxxx Xxxxxxxxx
57 0000-0000 Xxxxx Xxxxxx
58 0000 Xxxxxxxx Xxxxxx Xxxx
65 0000 X. Xxxxxxxxx Xxxx
66
66.01 000 Xxxxxxxx Xxxxx
66.02 0000 Xxxxx Xxxxxxx Xxxx
00 0000 Xxxxxx Xxx Parkway
69 00 Xxxx Xxxxx Xxxxx
72 000 X. Xxxx Xxxxxx & 000 Xxxxxxx Xxxxxx
73 000 Xxxxxxxx Xxxxxx
75 0000 Xxxx Xxxxxxxx Xxxx
79 4690 Xxxxxxx Xxxx
82 8655 - 0000 Xxxx Xxxxx
89 14835 Xxxx Xxxx Xxxxxxxxx
00 0000 Xxxxx Xxxxxx
00 0000 and 0000 Xxxxxxx Xxxxxxxxx
93 0000 Xxxxx Xxxxxxx Xxxxxx
96 000 Xxxx Xxxxxxxx Xxxxxx
99 12502 - 00000 Xxxxxxxx Xxxxx
100 000 Xxxx Xxxxxx
000 0000 Xxxx Xxxxxxxxxxx Road
108 225 Marketplace Connector
111 609, 615, 665 and 000 Xxxxxx Xxxx Xxxxx
112 1183-1207 Xxxxxx Xxxx Xxxx
000 00000 Xxxxx Xxxxxxxx Avenue
117 1360 Xxxxxxxxxx Xxxxxxx
000 0000 Xxxx Xxxxxx Xxxx
121 000 Xxxxx Xxxx Xxxxx
124 000 Xxxxxxx Xxxx
126 630, 670 and 000 Xxxxxx Xxxx Xxxxx
127
127.01 000 Xxxx 0xx Xxxxxx
127.02 0000 Xxxx 0xx Xxxxxx
000 00000 Xxxxx Xxxxxxx 75
133 3020 Santa Xxxx Avenue
135 0000-0000 Xxxxxxxxx Xxxxxxx @ W. Esplanade
136 3461 Xxxxxxxxx Xxxx
000 000 Xxxxx Xxxxxx Boulevard
138 0000 Xxxxx Xxxxxxxxx Xxxx
140 6770 South XxXxxxxx Xxxxxxxxx
000 00000 Xxxxxx Road
142 000 Xxxxxx Xxxx Xxxxx
3-C
8-C
12-C
14-C
19-C
GCCFC 05-GG3 Loan ID City County State Zip Code Original Balance
0 Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000 $225,000,000
8 Xxxxxx Xxxx Xxxxxx 00000 $112,000,000
0 Xxxxxxxx Xxxxxxxx Xxxxxx 00000 $100,000,000
10 $98,660,000
10.01 Xxxxxx Xxxxxxx Xxxxxxx 00000
10.02 Carrollton Xxxxxxx Xxxxxxx 00000
10.03 Jacksonville Xxxxxxx Xxxxxxx 00000
10.04 Xxxx Xxxx Xxxxxxx 00000
10.05 Xxxxxx Xxxxxxx Xxxxxxxxx 00000
10.06 Cape Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx 00000
10.07 Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx 00000
10.08 Xxxxx Xxxx Xxxxxxx 00000
10.09 Xxxxxx Xxxxxxxx Xxxxxxxx 00000
11 Philadelphia Xxxxxxxxxxxx Xxxxxxxxxxxx 00000 $88,900,000
00 Xxxxxx Xxxxxx Xxxxxxxxxx 00000 $76,000,000
00 Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000 $67,500,000
00 Xxxxxxxxx Xxxxxxxxx Xxxxxxxx 00000 $65,000,000
00 Xxx Xxxxxxx Xxxxx Xxxxx 00000 $64,000,000
17 Orange Xxxxxx Xxxxxxxxxx 00000 $60,050,000
00 Xxxxxxxxxx Xxx Xxxxxxx Xxxxx Xxxxxxxx 00000 $52,000,000
19 $48,200,000
19.01 Xxxxx Xxx Xxxxxx Xxxxxxxxxx 00000
19.02 Xxxxx Xxx Xxxxxx Xxxxxxxxxx 00000
19.03 Xxxxx Xxx Xxxxxx Xxxxxxxxxx 00000
21 Nashville Xxxxxxxx Xxxxxxxxx 00000 $36,000,000
00 Xxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $35,700,000
00 Xxxxxx Xxxxxxx Xxxxxx 00000 $33,150,000
00 Xxxxxx Xxxx Xxxxxx Xxx Xxxxxx 00000 $30,000,000
00 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx Xxxxxxxx xx Xxxxxxxx 00000 $28,000,000
00 Xxxxxxxxxxx Xxxxxxxxxx Xxx Xxxxxx 00000 $23,800,000
00 Xxxxxx Xxxxxx Xxxxxxxxxx 00000 $21,000,000
33 Roseville Xxxxxx Xxxxxxxxx 00000 $20,860,000
00 Xxxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000 $20,250,000
35 $20,170,000
35.01 Carrollton Xxxxxx Xxxxx 00000
35.02 Xxxxxxxxxx Xxxxxx Xxxxx 00000
00 Xx Xxxxx Xx. Xxxxx Xxxxxxxx 00000 $20,000,000
00 Xxxxx Xxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $19,480,000
00 Xxxxxxxx Xxxxx Xxxxxxxx 00000 $19,000,000
00 Xxxx Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $17,520,000
40 Chicago Xxxx Xxxxxxxx 00000 $17,400,000
00 Xxxx Xxxxxx Xxxxxx 00000 $17,200,000
00 Xxxxxx Xxxxxx Xxxxx 00000 $16,500,000
00 Xxxxxxx Xxxx Xxxxxxxxxx 00000 $15,675,000
00 Xxxxxx Xxxxxx Xxx Xxxx 00000 $15,000,000
48 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $15,000,000
00 Xxxx Xxxx Xxxxx Xxxx Xxxxx Xxxxxxx 00000 $14,800,000
00 Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxx 00000 $14,500,000
00 Xxxxx Xxxxxxx Xxx Xxxxxx 00000 $14,200,000
52 $14,000,000
52.01 Xxxxxxxx Xxxxxxxxxx Xxxxxxxxx 00000
52.02 Brentwood Xxxxxxxxxx Xxxxxxxxx 00000
00 Xxxxxx Xxxxxxx Xxxxxxxxxxxxx 00000 $13,750,000
00 Xxxxxxxxx Xxx Xxxxx Xxxxxxxxxx 00000 $13,700,000
00 Xxxxx Xxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $12,500,000
58 Xxxx Xxxx Xxxxxxxxxxxx 00000 $12,000,000
65 Troy Xxxxxxx Xxxxxxxx 00000 $10,050,000
66 $10,000,000
66.01 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000
66.02 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000
00 Xxxxxxx Xxxxxxx Xxxxxxxxxx 00000 $9,500,000
00 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx 00000 $9,000,000
00 Xxxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $8,630,000
00 Xxx Xxxx Xxxxx Xxxxx Xxxxxxxxxx 00000 $8,600,000
00 Xxx Xxxxx Xxxxx Xxxxxx 00000 $8,450,000
00 Xxxx Xxxxxx Xxxxxx 00000 $8,000,000
82 Xxxxxxxx Xxxxxxxx Xxxx 00000 $7,500,000
00 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx 00000 $6,650,000
91 Chicago Xxxx Xxxxxxxx 00000 $6,446,000
92 Seaside Xxxxxxxx Xxxxxxxxxx 00000 $6,342,000
00 Xxxxxxx Xxxx Xxxxxxxxxx 00000 $6,225,000
00 Xxxxxx Xxxxx Xxxx Xxxxx Xxxxxxx 00000 $5,900,000
99 Stafford Xxxx Xxxx Xxxxx 00000 $5,650,000
000 Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx 00000 $5,600,000
106 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $4,900,000
000 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxx 00000 $4,750,000
000 Xxxx Xxxxxx Xxxxxx 00000 $4,600,000
000 Xxxxxxx Xxxxxx Xxxxxxx 00000 $4,500,000
000 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx 00000 $4,000,000
000 Xxxxxxxx Xxxxxxxxx Xxxxxxx 00000 $3,850,000
118 Raleigh Xxxx Xxxxx Xxxxxxxx 00000 $3,800,000
000 Xxxxxxxxxxx Xxxxx Xxxxxxx 00000 $3,550,000
000 Xxxxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxxxxx 00000 $3,400,000
000 Xxxx Xxxxxx Xxxxxx 00000 $3,000,000
127 $2,900,000
127.01 Long Beach Xxx Xxxxxxx Xxxxxxxxxx 00000
127.02 Long Beach Xxx Xxxxxxx Xxxxxxxxxx 00000
000 Xxxxxx Xxxxxx Xxxxx 00000 $2,700,000
000 Xxxxx Xxxx Xxxxxx Xxxxxxxxxx 00000 $2,598,000
000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx 00000 $2,500,000
000 Xxxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $2,200,000
000 Xxx Xxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $2,025,000
000 Xxxxxxxxx Xxxxxx Xxxxx 00000 $2,000,000
000 Xxxx Xxxxxx Xxxxxx 00000 $1,425,000
000 Xxxxxxx Xxxxxx Xxxxx 00000 $1,125,000
000 Xxxx Xxxxxx Xxxxxx 00000 $1,125,000
3-C $15,000,000
8-C $8,000,000
12-C $12,000,000
14-C $82,500,000
19-C $48,200,000
Original Stated
Gross Term to Remaining Original Original
Cut-off Date Monthly Interest Maturity Term to Interest Amortization
GCCFC 05-GG3 Loan ID Balance Debt Service Rate Seasoning (mos.) Maturity Only Term Term (mos.)
3 $225,000,000.00 $1,336,285.31 5.9120% 0 120 120 36 360
8 $112,000,000.00 $682,335.54 6.1500% 4 120 116 59 360
9 $100,000,000.00 $575,656.40 5.6250% 2 120 118 47 360
10 $98,660,000.00 $536,745.80 6.4390% 2 60 58 60 NA
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
11 $88,900,000.00 $496,153.06 5.3450% 3 84 81 48 360
12 $75,776,163.02 $490,411.26 6.7000% 4 120 116 0 360
14 $67,500,000.00 $700,343.75 5.5260% 2 120 118 120 NA
15 $65,000,000.00 $370,900.13 5.5450% 2 120 118 24 360
16 $64,000,000.00 $394,569.47 5.8800% 4 120 116 59 324
17 $60,050,000.00 $278,037.06 5.4800% 0 00 00 00 XX
00 $52,000,000.00 $304,151.95 5.7710% 1 120 119 12 360
19 $48,200,000.00 $312,816.54 6.7560% 6 84 78 24 360
19.01
19.02
19.03
21 $35,896,706.86 $218,926.77 5.4000% 2 120 118 0 300
22 $35,700,000.00 $199,576.20 5.3600% 2 120 118 7 360
24 $33,150,000.00 $180,599.43 5.1300% 1 84 83 48 360
26 $30,000,000.00 $182,089.20 6.1150% 1 120 119 24 360
27 $28,000,000.00 $169,226.25 6.0750% 5 120 115 60 360
29 $23,694,569.16 $145,386.31 5.4460% 3 84 81 0 300
32 $21,000,000.00 $128,346.07 6.1800% 2 120 118 24 360
33 $20,679,031.01 $114,544.53 5.2000% 8 120 112 0 360
34 $20,215,329.01 $119,928.80 5.8860% 2 120 118 0 360
35 $20,170,000.00 $112,381.01 5.3300% 2 120 118 24 360
35.01
35.02
36 $19,877,689.35 $120,914.89 6.0780% 7 84 77 0 360
37 $19,480,000.00 $108,657.73 5.3400% 2 120 118 24 360
38 $19,000,000.00 $109,110.95 5.6030% 1 60 59 24 360
39 $17,520,000.00 $97,725.03 5.3400% 2 120 118 24 360
40 $17,360,516.87 $118,575.62 6.6000% 2 120 118 0 300
41 $17,144,612.00 $107,024.54 6.3500% 4 120 116 0 360
43 $16,472,187.03 $98,353.72 5.9460% 2 84 82 0 360
44 $15,675,000.00 $88,627.57 5.4620% 2 84 82 24 360
46 $15,000,000.00 $86,443.19 5.6350% 5 120 115 23 360
48 $14,937,314.07 $82,830.56 5.2500% 4 120 116 0 360
49 $14,800,000.00 $86,839.45 5.8000% 0 120 120 0 360
50 $14,406,706.35 $96,100.70 6.3000% 5 60 55 0 300
51 $14,200,000.00 $81,949.53 5.6480% 3 120 117 12 360
52 $14,000,000.00 $85,291.94 6.1500% 2 120 118 24 360
52.01
52.02
53 $13,689,093.11 $83,262.12 6.0930% 5 84 79 0 360
54 $13,631,695.90 $78,389.85 5.5700% 5 96 91 0 360
57 $12,454,689.81 $73,862.35 5.8650% 4 120 116 0 360
58 $11,964,671.51 $68,685.31 5.5730% 3 120 117 0 360
65 $10,040,511.62 $56,999.76 5.4900% 1 120 119 0 360
66 $10,000,000.00 $52,891.20 6.2600% 7 60 53 60 NA
66.01
66.02
68 $9,472,403.79 $54,729.35 5.6320% 3 84 81 0 360
69 $8,963,662.56 $57,833.18 5.9720% 3 120 117 0 300
72 $8,630,000.00 $48,137.38 5.3400% 1 120 119 24 360
73 $8,589,215.82 $55,884.01 6.0900% 1 120 119 0 300
75 $8,450,000.00 $50,933.97 6.0500% 5 84 79 48 360
79 $7,978,405.89 $47,707.18 5.9500% 3 120 117 0 360
82 $7,492,545.25 $41,554.75 5.2800% 1 120 119 0 360
89 $6,643,891.53 $38,176.25 5.6000% 1 120 119 0 360
91 $6,446,000.00 $40,534.20 6.3400% 2 84 82 12 348
92 $6,342,000.00 $36,168.50 5.5400% 0 120 120 0 360
93 $6,207,358.40 $36,287.87 5.7400% 3 120 117 0 360
96 $5,872,371.39 $34,806.52 5.8500% 5 84 79 0 360
99 $5,618,061.30 $33,090.41 5.7830% 6 120 114 0 360
100 $5,600,000.00 $33,118.96 5.8730% 4 120 116 24 360
106 $4,881,052.62 $28,098.98 5.5900% 4 120 116 0 360
108 $4,741,009.68 $26,940.18 5.4900% 2 120 118 0 360
111 $4,584,050.90 $27,727.37 6.0500% 4 120 116 0 360
112 $4,477,959.31 $25,975.61 5.6500% 5 120 115 0 360
115 $3,988,651.00 $23,304.81 5.7350% 3 120 117 0 360
117 $3,838,920.35 $22,279.59 5.6730% 3 120 117 0 360
118 $3,800,000.00 $19,745.49 6.1500% 7 60 53 60 NA
121 $3,536,754.86 $20,701.05 5.7430% 4 120 116 0 360
124 $3,397,088.41 $20,112.28 5.8750% 1 120 119 0 360
126 $2,986,578.72 $18,083.07 6.0500% 5 120 115 0 360
127 $2,897,463.50 $17,002.91 5.7930% 1 120 119 0 360
127.01
127.02
130 $2,682,156.89 $17,644.54 6.1500% 5 120 115 0 300
133 $2,586,800.55 $15,928.81 6.2100% 5 120 115 0 360
135 $2,495,174.08 $14,053.88 5.4100% 2 120 118 0 360
136 $2,191,433.69 $12,574.30 5.5600% 4 120 116 0 360
137 $2,015,158.82 $11,733.87 5.6850% 5 120 115 0 360
138 $1,991,921.16 $12,621.64 6.4850% 5 120 115 0 360
140 $1,419,034.82 $8,852.90 6.3350% 5 120 115 0 360
141 $1,120,740.09 $6,515.25 5.6800% 4 120 116 0 360
142 $1,119,978.60 $6,788.40 6.0600% 5 120 115 0 360
3-C $15,000,000.00 $1,336,285.31 5.9120% 0 120 120 36 360
8-C $8,000,000.00 $682,335.54 6.1500% 4 120 116 59 360
12-C $11,964,657.32 $490,411.26 6.7000% 4 120 116 0 360
14-C $82,500,000.00 $700,343.75 5.5260% 2 120 118 120 NA
19-C $48,200,000.00 $312,816.54 6.7560% 6 84 78 24 360
Remaining Interest
Interest Accrual
Only Remaining Method Master Primary
Period Amortization (Actual/360 Administrative Servicing Servicing Ownership Interest
GCCFC 05-GG3 Loan ID (mos.) Term (mos.) or 30/360) Fee Rate Fee Fee (Fee/Leasehold)
3 36 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
8 55 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
9 45 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
10 58 NA Actual/360 0.0206% 0.0100% 0.0100%
10.01 Fee Simple
10.02 Fee Simple
10.03 Fee Simple
10.04 Fee Simple
10.05 Fee Simple
10.06 Fee Simple
10.07 Fee Simple
10.08 Fee Simple
10.09 Fee Simple
11 45 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
12 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
14 118 NA Actual/360 0.0406% 0.0100% 0.0300% Fee Simple
15 22 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
16 55 324 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
17 81 NA Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
18 11 360 Actual/360 0.0506% 0.0100% 0.0400% Fee Simple
19 18 360 Actual/360 0.0206% 0.0100% 0.0100%
19.01 Fee Simple
19.02 Fee Simple / Leasehold
19.03 Leasehold
21 0 298 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
22 5 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
24 47 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
26 23 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
27 55 360 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple
29 0 297 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold
32 22 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
33 0 352 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
34 0 358 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
35 22 360 Actual/360 0.0206% 0.0100% 0.0100%
35.01 Fee Simple
35.02 Fee Simple
36 0 353 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple
37 22 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
38 23 360 Actual/360 0.0206% 0.0100% 0.0100% Leasehold
39 22 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
40 0 298 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
41 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
43 0 358 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold
44 22 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
46 18 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
48 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
49 0 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
50 0 295 Actual/360 0.0206% 0.0100% 0.0100% Leasehold
51 9 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
52 22 360 Actual/360 0.0206% 0.0100% 0.0100%
52.01 Fee Simple
52.02 Fee Simple
53 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
54 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
57 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
58 0 357 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
65 0 359 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
66 53 NA Actual/360 0.0206% 0.0100% 0.0100%
66.01 Fee Simple
66.02 Fee Simple
68 0 357 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
69 0 297 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
72 23 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
73 0 299 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
75 43 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
79 0 357 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
82 0 359 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
89 0 359 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
91 10 348 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
92 0 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
93 0 357 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
96 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
99 0 354 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
100 20 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
106 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
108 0 358 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
111 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
112 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
115 0 357 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
117 0 357 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
118 53 NA Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
121 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
124 0 359 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
126 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
127 0 359 Actual/360 0.0206% 0.0100% 0.0100%
127.01 Fee Simple
127.02 Fee Simple
130 0 295 Actual/360 0.0906% 0.0100% 0.0800% Fee Simple
133 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
135 0 358 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
136 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
137 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
138 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
140 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
141 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
142 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple
3-C 36 360 Actual/360 0.0100% 0.0000% 0.0100%
8-C 55 360 Actual/360 0.0100% 0.0000% 0.0100%
12-C 0 356 Actual/360 0.0100% 0.0000% 0.0100%
00-X 000 XX Xxxxxx/000 0.0300% 0.0000% 0.0300%
19-C 18 360 Actual/360 0.0100% 0.0000% 0.0100%
Crossed With Other
GCCFC 05-GG3 Loan ID Mortgage Loan Seller Originator Prepayment Type Loans (Crossed Group
3 GCFP GCFP Lockout/23_Defeasance/93_O%/4 NAP
8 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
9 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
10 GCFP GCFP Lockout/26_Defeasance/31_0%/3 NAP
10.01 NAP
10.02 NAP
10.03 NAP
10.04 NAP
10.05 NAP
10.06 NAP
10.07 NAP
10.08 NAP
10.09 NAP
11 GCFP GCFP Lockout/27_Defeasance/54_0%/3 NAP
12 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
14 GCFP Xxxxxx Xxxxxxx Lockout/26_Defeasance/90_0%/4 NAP
15 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
16 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
17 GCFP GCFP Lockout/27_Defeasance/53_0%/4 NAP
18 GCFP GCFP Lockout/25_Defeasance/90_O%/5 NAP
19 GCFP GCFP Lockout/30_Defeasance/51_0%/3 NAP
19.01 NAP
19.02 NAP
19.03 NAP
21 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
22 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
24 GCFP GCFP Lockout/25_Defeasance/55_0%/4 NAP
26 GCFP GCFP Lockout/25_Defeasance/93_0%/2 NAP
27 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
29 GCFP GCFP Lockout/27_Defeasance/53_0%/4 NAP
32 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
33 GCFP GCFP Lockout/32_Defeasance/84_0%/4 NAP
34 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
35 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
35.01 NAP
35.02 NAP
36 GCFP GCFP Lockout/31_Defeasance/49_0%/4 NAP
37 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
38 GCFP GCFP Lockout/25_Defeasance/31_0%/4 NAP
39 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
40 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
41 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
43 GCFP GCFP Lockout/26_Defeasance/51_0%/7 NAP
44 GCFP GCFP Lockout/26_Defeasance/51_0%/7 NAP
46 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
48 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
49 GCFP GCFP Lockout/24_Defeasance/92_0%/4 NAP
50 GCFP GCFP Lockout/29_Defeasance/27_0%/4 NAP
51 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP
52 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP
52.01 NAP
52.02 NAP
53 GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP
54 GCFP GCFP Lockout/29_Defeasance/63_0%/4 NAP
57 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
58 GCFP GCFP Lockout/27_Defeasance/86_0%/7 NAP
65 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
66 GCFP GCFP Lockout/31_Defeasance/25_0%/4 NAP
66.01 NAP
66.02 NAP
68 GCFP GCFP Lockout/27_Defeasance/54_0%/3 NAP
69 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP
72 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
73 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
75 GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP
79 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
82 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
89 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP
91 GCFP GCFP Lockout/26_Defeasance/54_0%/4 NAP
92 GCFP GCFP Lockout/58_> YM or 1%/58_0%/4 NAP
93 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
96 GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP
99 GCFP GCFP Lockout/30_Defeasance/86_0%/4 NAP
100 GCFP GCFP Lockout/41_YM+1%/75_0%/4 NAP
106 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
108 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
111 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
112 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
115 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP
117 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP
118 GCFP GCFP Lockout/31_Defeasance/25_0%/4 NAP
121 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP
124 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
126 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
127 GCFP GCFP Lockout/25_Defeasance/92_0%/3 NAP
127.01 NAP
127.02 NAP
130 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
133 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
135 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP
136 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
137 GCFP GCFP Lockout/29_Defeasance/86_0%/5 NAP
138 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP
140 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
141 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP
142 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP
3-C
8-C
12-C
14-C
19-C
GCCFC 05-GG3
Loan ID GCFP Control_Number GCFP Loan ID Loan Name
1 00-1001130 00-1001130 North Star Mall
2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian
4 00-1001129 00-1001129 The Crescent
5 00-1001131 00-1001131 000 Xxxxxxx Xxxxxx
6 00-1001132 00-1001132 Xxxx Xx. Xxxxxxxx
0 00-0000000 00-0000000 Xxxxxx Xxxxxxxx
13 00-1001133 00-1001133 Doral Arrowwood Hotel
20 09-0001999 09-0001999 Atlanta Decorative Arts Center
23 09-0001980 09-0001980 Lake Arrowhead Village
25 09-0001968 09-0001968 One Financial Plaza
28 09-0001954 09-0001954 FAA Building
30 09-0001950 09-0001950 Groton Estates
31 09-0001974 09-0001974 Champions of the West Tower
42 09-0002018 09-0002018 0000 Xxxxxxx Xxxx
45 09-0002020 09-0002020 Marketplace at Xxxxxxx
00 09-0002006 09-0002006 X.X. Xxxxx Retail Portfolio
47.01 09-0002006C 09-0002006C Clarksville Commons
47.02 09-0002006B 09-0002006B Xxxx Xxxxxxxxxx Xxxxxx
47.03 09-0002006A 09-0002006A U.S. 31 South
55 09-0001973 09-0001973 University Plaza
56 09-0001985 09-0001985 Xxxxx Xxxxx Xxxxxxxx
00 09-0001951 09-0001951 00 Xxxxxxxx Xxxx
60 09-0001981 09-0001981 Village Shopping Center
61 09-0001953 09-0001953 Xxxxx Adobes Plaza
62 09-0001991 09-0001991 Shoppes at Xxxxxx Farms
63 09-0002002 09-0002002 Bloomfield Park Gateway Center
64 09-0002012 09-0002012 Hollidaysburg Manor Apts
67 09-0001960 09-0001960 Prairie Xxxx Medical Office Buildings B and C
70 09-0001944 09-0001944 Toringdon II
71 09-0001912 09-0001912 Health Park
74 09-0002003 09-0002003 Xxxxxx Xxxxx
00 09-0001992 09-0001992 Centra Point I
77 09-0001915 09-0001915 Intracorp Building
78 09-0001914 09-0001914 Xxxxxx Park
80 09-0002013 09-0002013 Westwood Plaza
81 09-0001956 09-0001956 Xxxxxxxxx Xxxxx
00 09-0002004 09-0002004 Xxxxxx Xxxxxx Building
84 09-0001936 09-0001936 The Highlands of East Ellijay
85 09-0001947 09-0001947 Fleetwood Xxxxxx Xxxx
00 00-0000000 00-0000000 Xxxxxxxx Xxxxxx
87 09-0001959 09-0001959 Prairie Xxxx Medical Office Building A
88 09-0001997 09-0001997 Highlands Shopping Center
90 09-0001922 09-0001922 Rivers Bend East
94 09-0001988 09-0001988 0000 Xxxxxx Xxxxxxxx Xxxxxxx
95 09-0002008 09-0002008 Xxxxx Plaza Four
97 09-0001993 09-0001993 Centra Point V
98 09-0001969 09-0001969 Harbor Medical Office
101 09-0002011 09-0002011 Xxxxxx Road Industrial
102 09-0001957 09-0001957 6801 Building
103 09-0001987 09-0001987 0000 Xxxxxx Xxx
104 09-0001998 09-0001998 Pell City Shopping Center
105 09-0002007 09-0002007 Trinity Corporate Park
107 09-0001996 09-0001996 Milestone Shopping Center
109 09-0002019 09-0002019 Xxxxxx Park Shopping Center
110 09-0001942 09-0001942 Bond Street Office
113 09-0001952 09-0001952 Westpoint Industrial
114 09-0002009 09-0002009 Wednesbury Medical Office
116 09-0002024 09-0002024 Xxxxxxxxxxx Xxxxx
000 09-0001976 09-0001976 Grove Medical Center
120 09-0001971 09-0001971 Mountain View Plaza
122 09-0001995 09-0001995 Smoky Hill Shopping Center
123 09-0001958 09-0001958 5700 Building
125 09-0001975 09-0001975 Hartland Village Shopping Center
128 09-0001948 09-0001948 Xxxxxxxxxx Crossing SC
129 09-0001972 09-0001972 Safeway Store - Pueblo West
131 09-0001970 09-0001970 Lowe's Plaza Shopping Center
132 09-0001989 09-0001989 Village at Ontario Center
134 09-0002014 09-0002014 Xxxxxxxx Crossing Shopping Center
139 09-0001979 09-0001979 Prairie Towne Square Apartments
2-C 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian
70-C 09-0001944 09-0001944 Toringdon II
GCCFC 05-GG3
Loan ID Property Name General Property Type Detailed Property Type
1 North Star Mall Retail Regional Mall
2 Grand Canal Shoppes at the Venetian Retail Xxxxxxxx Xxxx
0 Xxx Xxxxxxxx Office General Urban
5 000 Xxxxxxx Xxxxxx Office General Urban
0 Xxxx Xx. Xxxxxxxx Retail Xxxxxxxx Xxxx
0 Xxxxxx Xxxxxxxx Hospitality Full Service
13 Doral Arrowwood Hotel Hospitality Full Service
20 Atlanta Decorative Arts Xxxxxx Xxxxxx Xxxxxxx Xxxxx
00 Xxxx Xxxxxxxxx Xxxxxxx Retail Anchored
25 One Financial Plaza Office General Urban
28 FAA Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx
00 Xxxxxx Xxxxxxx Multifamily Garden
31 Champions of the West Tower Office General Suburban
42 1355 Xxxxxxx Road Office General Suburban
45 Marketplace at Kapolei Retail Shadow Anchored
47 X.X. Xxxxx Retail Portfolio
47.01 Clarksville Commons Retail Anchored
47.02 East Washington Street Retail Anchored
47.03 U.S. 00 Xxxxx Xxxxxx Xxxxxxxx
00 Xxxxxxxxxx Xxxxx Retail Anchored
56 Xxxxx Fargo Building Office General Xxxxx
00 00 Xxxxxxxx Xxxx Office General Suburban
60 Village Shopping Center Retail Anchored
61 Xxxxx Adobes Plaza Retail Anchored
62 Shoppes at Xxxxxx Farms Retail Anchored
00 Xxxxxxxxxx Xxxx Xxxxxxx Center Retail Anchored
64 Hollidaysburg Manor Apts Multifamily Garden
00 Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx X and C Office Medical
70 Toringdon II Office General Suburban
71 Health Park Office Medical
00 Xxxxxx Xxxxx Retail Shadow Anchored
76 Centra Point I Office General Suburban
77 Intracorp Building Office General Urban
00 Xxxxxx Xxxx Retail Shadow Anchored
00 Xxxxxxxx Xxxxx Retail Shadow Anchored
81 Northdale Plaza Office General Suburban
83 Xxxxxx Xxxxxx Building Office General Urban
84 The Highlands of East Ellijay Retail Anchored
85 Fleetwood Office Park Office General Suburban
86 Bayshore Center Office General Urban
87 Prairie Xxxx Medical Office Building A Office Medical
88 Highlands Shopping Center Retail Shadow Anchored
90 Rivers Bend East Office General Suburban
94 5000 Blazer Memorial Parkway Office General Suburban
95 Xxxxx Plaza Four Retail Anchored
97 Centra Point V Office General Suburban
98 Harbor Medical Office Office General Suburban
101 Xxxxxx Road Industrial Industrial Industrial
102 6801 Building Office General Suburban
103 0000 Xxxxxx Xxx Retail Anchored
104 Pell City Shopping Center Retail Shadow Anchored
105 Trinity Corporate Park Office General Urban
107 Milestone Shopping Center Retail Shadow Anchored
000 Xxxxxx Xxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored
000 Xxxx Xxxxxx Office Office General Suburban
113 Westpoint Industrial Industrial Warehouse
114 Wednesbury Medical Office Office Medical
000 Xxxxxxxxxxx Xxxxx Retail Shadow Anchored
119 Grove Medical Center Office Medical
000 Xxxxxxxx Xxxx Xxxxx Retail Shadow Anchored
122 Smoky Hill Shopping Center Retail Shadow Anchored
123 5700 Building Office General Suburban
125 Hartland Village Shopping Center Retail Shadow Anchored
000 Xxxxxxxxxx Xxxxxxxx XX Retail Shadow Anchored
129 Safeway Store - Pueblo West Retail Anchored
000 Xxxx'x Xxxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored
132 Village at Ontario Center Retail Shadow Anchored
000 Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored
000 Xxxxxxx Xxxxx Xxxxxx Apartments Multifamily Conventional
2-C Grand Canal Shoppes at the Venetian
70-C Toringdon II
GCCFC 05-GG3
Loan ID Xxxxxxx Xxxx Xxxxxx
0 0000 Xxx Xxxxx Xxxxxx Xxx Xxxxxxx Bexar
2 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxxx Xxxxx
4 100-300 and 000 Xxxxxxxx Xxxxx Xxxxxx Xxxxxx
0 000 Xxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx
6 0000 Xxxxxxxxxxx Xxxx Xxxxxxxxxx Jefferson
7 0000 Xxxx Xxxxxxxx Xxxxxxx Xxxxxxx Maricopa
13 000 Xxxxxxxx Xxxx Xxxx Xxx Xxxxx Xxxxxxxxxxx
20 000-000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxx
23 28200 Highway 000 Xxxx Xxxxxxxxx Xxx Xxxxxxxxxx
25 000 Xxxxx Xxxxxxxx St. Louis Saint Louis City
28 0000 Xxxx Xxxxx Xxxx Xxx Xxxxxxx Xxxx
30 000 Xxxxxxxxxxxxx Xx Xxxxxx Xxx Xxxxxx
31 12264 El Camino Real San Diego San Diego
42 0000 Xxxxxxx Xxxx XxXxxx Xxxxxxx
45 000 Xxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx
00
47.01 0000 Xxxx Xxxxxxx 000 Xxxxxxxxxxx Xxxxx
47.02 00000 Xxxx Xxxxxxxxxx Xxxxxx Indianapolis Xxxxxx
47.03 0000 X.X. Xxxxxxx 00 Xxxxx Xxxxxxxxxxxx Xxxxxx
55 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxx
56 000 Xxxxx Xxxxxxxx Xxxxxx Reno Washoe
59 00 Xxxxxxxx Xxxx Xxxx Xxxxxxxx Xxxxxxx
60 0000 Xxxxx Xxxxx Xxxxxxxxx Durham Durham
61 0000-0000 Xxxxx Xxxxxx Xxxx Xxxxxx Pima
62 4750 Eastern Valley Road Bessemer Jefferson
63 0000-0000 Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxx Xxxxxxx
64 00 Xxxxxx Xxxxx Xxxxxxxxxxxxx Xxxxx
00 0000 and 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxx
70 0000 Xxxxxxxxx Xxx Xxxxxxxxx Xxxxxxxxxxx
71 0000 Xxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxxx
74 0000-0000 Xxxxxx Xxxx Xxxxxxxxx Xxxxx
76 0000 Xxxx Xxxxxx Xxxx Xxx Xxxxx Xxxxx
77 0000 Xxxxxx Xxxxxx Xxxxxxx King
78 00000 Xxxxxxxx Xxxx Xxxxx Xxxxxx Xxxxxxxxxx
80 542 Bypass 00 XX Xxxxxxxxx Xxxxxxxxx
81 0000 Xxxxxxxxx Xxxxxxxxx Xxxxx Hillsborough
83 000 Xxxxx 00xx Xxxxxx Xxxxxxxxxxxx Philadelphia
84 88 Highland Crossing East Ellijay Xxxxxx
85 3275, 3279, 3281 & 0000 Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx
86 2907-2909 West Bay to Bay Boulevard Tampa Hillsborough
87 2501 Compass Road Glenview Xxxx
88 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxx Ranch Xxxxxxx
90 13203 North Enon Church Road Chester Chesterfield
94 5000 Blazer Memorial Parkway Dublin Franklin
95 2886-2888 West Grant Line Road Tracy San Xxxxxxx
97 0000 Xxxx Xxxxxx Xxxx Xxx Xxxxx Xxxxx
98 2720 North Harbor Boulevard Fullerton Orange
101 3949 & 0000 Xxxxxx Xxxx Xxxxxx Xxxx San Diego
102 6801 Lake Worth Road Lake Worth Palm Beach
103 9380 - 0000 Xxxxxx Xxxxxx and 00000 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx
104 00-00 Xxxxxxx Xxxx Xxxx Xxxx Xxxxx Xxxxx
105 1500 Sunday Drive Raleigh Wake
107 62 & 000 Xxxxxxxx Xxxxxxx Castle Rock Xxxxxxx
109 1580 Space Center Drive Colorado Springs El Paso
110 31600-31700 Xxxx Xxxxxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxx Xxxxxxx
000 6001 Hiatus Road Tamarac Broward
114 0000 Xxxxxxxxxx Xxxx Xxxxxxx Xxxxxx
116 0000 Xxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxxx
119 0000 Xxxxx 00 Xxxx Xxxxx Xxxx
000 XX Xxxxxxx 000 and Commonwealth Boulevard Martinsville Martinsville City
122 19731 Smoky Hill Road Centennial Arapahoe
123 5700 & 0000 Xxxx Xxxxx Xxxx Xxxxxxxxxx Xxxx Xxxxx
125 0000 Xxxxxxxx Xxxxxxx Xxxxxxxxx Fayette
128 157 Xxxxxxxxxx Crossing Xxxxxx Xxxxxxxxxx
129 1017 North Marketplace Pueblo West Pueblo
131 0000 Xxx Xxxxxxx Xxxx Xxxxx Xxxxxx Xxxxxxx
132 0000 Xxxx Xxxxxxxx Xxxxxxx San Bernardino
134 1244-1296 Xxxxxxxx Crossing Drive Lawrenceburg Xxxxxxxx
139 0000 Xxxxxxx Xxxxx Sun Prarie Dane
2-C
70-C
GCCFC 05-GG3
Loan ID State Zip Code Original Balance Cut-off Date Balance Monthly Debt Service
1 Texas 78216 $251,000,000 $250,391,107.83 $1,261,361.78
2 Nevada 89109 $237,000,000 $234,752,792.07 $2,235,161.95
0 Xxxxx 00000 $214,770,000 $214,770,000.00 $907,303.82
5 Xxx Xxxx 00000 $181,500,000 $181,500,000.00 $772,887.50
6 Xxxxxxxx 00000 $155,000,000 $154,827,634.22 $813,699.81
7 Arizona 85254 $135,000,000 $135,000,000.00 $579,437.50
13 New York 10573 $75,000,000 $75,000,000.00 $492,436.57
20 Georgia 30305 $48,000,000 $48,000,000.00 $250,680.14
23 California 92352 $34,500,000 $34,500,000.00 $199,801.09
25 Missouri 63102 $30,750,000 $30,750,000.00 $142,375.35
28 Illinois 60018 $26,000,000 $25,679,805.13 $187,775.12
30 Connecticut 06340 $22,000,000 $22,000,000.00 $130,490.03
31 California 92130 $21,200,000 $21,200,000.00 $121,037.16
42 Virginia 22101 $16,800,000 $16,800,000.00 $94,127.54
45 Hawaii 96707 $15,400,000 $15,400,000.00 $84,372.92
47 $15,000,000 $14,985,090.50 $83,109.50
47.01 Indiana 47129
47.02 Indiana 46229
47.03 Indiana 46227
55 Alabama 35806 $13,500,000 $13,500,000.00 $77,075.55
56 Nevada 89501 $12,750,000 $12,750,000.00 $70,248.11
59 New York 11747 $11,750,000 $11,750,000.00 $67,084.28
60 North Carolina 27703 $11,440,000 $11,440,000.00 $64,525.05
61 Arizona 85704 $11,300,000 $11,300,000.00 $51,747.20
62 Alabama 35111 $11,200,000 $11,200,000.00 $63,101.35
63 Michigan 48302 $11,200,000 $11,189,840.70 $64,650.41
64 Pennsylvania 16648 $10,320,000 $10,320,000.00 $57,564.05
67 Illinois 60026 $9,800,000 $9,791,662.06 $58,127.38
70 North Carolina 28277 $8,850,000 $8,850,000.00 $53,060.22
71 Tennessee 37421 $8,700,000 $8,700,000.00 $39,326.22
74 Nevada 89014 $8,500,000 $8,500,000.00 $52,004.72
76 Nevada 89113 $8,415,000 $8,415,000.00 $47,410.52
77 Washington 98121 $8,200,000 $8,200,000.00 $35,334.03
78 Texas 78717 $8,100,000 $8,100,000.00 $45,838.56
80 South Carolina 29649 $7,620,000 $7,620,000.00 $42,314.22
81 Florida 33624 $7,600,000 $7,564,410.61 $44,835.51
83 Pennsylvania 19103 $7,280,000 $7,280,000.00 $29,831.99
84 Georgia 30540 $7,100,000 $7,100,000.00 $42,031.61
85 New York 11779 $7,000,000 $7,000,000.00 $32,942.94
86 Florida 33629 $7,000,000 $7,000,000.00 $39,877.08
87 Illinois 60026 $6,800,000 $6,794,214.50 $40,333.28
88 Colorado 80126 $6,750,000 $6,750,000.00 $37,190.18
90 Virginia 23836 $6,500,000 $6,500,000.00 $37,602.55
94 Ohio 43017 $6,120,000 $6,096,114.92 $34,940.92
95 California 95304 $6,000,000 $6,000,000.00 $33,654.41
97 Nevada 89113 $5,800,000 $5,800,000.00 $32,677.48
98 California 92835 $5,700,000 $5,700,000.00 $33,991.36
101 California 92123 $5,600,000 $5,600,000.00 $30,681.06
102 Florida 33467 $5,500,000 $5,471,034.62 $30,610.10
103 California 92708 $5,185,000 $5,130,916.57 $42,586.21
104 Alabama 35125 $5,050,000 $5,039,643.81 $27,605.45
105 North Carolina 27607 $5,000,000 $4,992,186.40 $28,996.93
107 Colorado 80104 $4,850,000 $4,850,000.00 $26,721.83
109 Colorado 80915 $4,700,000 $4,695,098.98 $25,460.91
110 Michigan 48334 $4,700,000 $4,673,474.18 $27,547.47
113 Florida 33321 $4,000,000 $4,000,000.00 $23,904.92
114 Texas 77074 $4,000,000 $4,000,000.00 $22,386.38
116 Georgia 30906 $3,920,000 $3,920,000.00 $21,938.66
119 Illinois 60047 $3,750,000 $3,750,000.00 $17,362.85
120 Virginia 24112 $3,575,000 $3,575,000.00 $20,523.32
122 Colorado 80015 $3,500,000 $3,500,000.00 $19,283.80
123 Florida 33463 $3,450,000 $3,431,830.81 $19,200.88
125 Kentucky 40515 $3,050,000 $3,040,871.46 $17,317.56
128 North Carolina 27209 $2,880,000 $2,880,000.00 $17,304.11
129 Colorado 81007 $2,770,000 $2,720,901.58 $22,559.78
131 Virginia 24592 $2,600,000 $2,600,000.00 $14,893.28
132 California 91764 $2,600,000 $2,592,732.77 $15,255.58
134 Kentucky 40342 $2,550,000 $2,544,919.26 $14,128.61
139 Wisconsin 53590 $1,850,000 $1,850,000.00 $10,937.54
2-C $190,000,000 $188,198,440.84 $2,235,161.95
70-C $8,850,000 $8,850,000.00 $53,060.22
Stated Remaining
Original Remaining Original Interest
Gross Term to Term to Interest Original Only
GCCFC 05-GG3 Interest Maturity Maturity Only Term Amortization Period
Loan ID Rate Seasoning (mos.) (mos.) (mos.) Term (mos.) (mos.)
1 4.4300% 2 61 59 0 360 0
2 4.7800% 8 59 51 0 360 0
4 5.0000% 2 83 81 83 NA 81
5 5.0400% 1 60 59 60 NA 59
6 4.8050% 1 60 59 0 360 0
7 5.0800% 2 60 58 60 NA 58
13 6.2000% 0 120 120 0 300 0
20 4.7600% 3 60 57 24 360 21
23 5.6800% 4 120 116 36 360 32
25 5.4800% 5 60 55 60 NA 55
28 6.1000% 6 240 234 0 240 0
30 5.9000% 5 120 115 12 360 7
31 5.5500% 4 120 116 24 360 20
42 5.3800% 1 120 119 24 360 23
45 5.1800% 0 120 120 24 360 24
47 5.2800% 1 120 119 0 360 0
47.01
47.02
47.03
55 5.5500% 4 120 116 12 360 8
56 5.2300% 3 84 81 24 360 21
59 5.5500% 4 120 116 18 360 14
60 5.4400% 3 120 117 12 360 9
61 5.4200% 4 60 56 60 NA 56
62 5.4300% 3 120 117 12 360 9
63 5.6500% 1 120 119 0 360 0
64 5.3400% 2 120 118 24 360 22
67 5.9000% 1 120 119 0 360 0
70 6.0000% 6 120 114 12 360 6
71 5.3500% 1 60 59 60 NA 59
74 6.1900% 7 120 113 60 360 53
76 5.4300% 3 120 117 24 360 21
77 5.1000% 5 60 55 60 NA 55
78 5.4700% 5 96 91 60 360 55
80 5.3000% 1 120 119 24 360 23
81 5.8500% 5 120 115 0 360 0
83 4.8500% 3 60 57 60 NA 57
84 5.6300% 1 120 119 12 336 11
85 5.5700% 6 60 54 60 NA 54
86 5.5300% 2 120 118 12 360 10
87 5.9000% 1 120 119 0 360 0
88 5.2300% 2 120 118 24 360 22
90 5.6700% 8 120 112 18 360 10
94 5.5500% 4 120 116 0 360 0
95 5.3900% 1 120 119 24 360 23
97 5.4300% 3 120 117 24 360 21
98 5.9500% 5 84 79 24 360 19
101 5.1800% 2 60 58 24 360 22
102 5.3200% 5 60 55 0 360 0
103 5.5800% 3 180 177 0 180 0
104 5.1600% 2 120 118 0 360 0
105 4.9200% 1 120 119 0 300 0
107 5.2300% 2 120 118 24 360 22
109 5.0800% 1 120 119 0 360 0
110 5.7900% 6 120 114 0 360 0
113 5.9700% 5 120 115 36 360 31
114 5.3700% 1 120 119 12 360 11
116 5.3700% 1 120 119 24 360 23
119 5.4800% 5 60 55 60 NA 55
120 5.6000% 5 120 115 24 360 19
122 5.2300% 2 120 118 24 360 22
123 5.3200% 5 60 55 0 360 0
125 5.5000% 3 120 117 0 360 0
128 6.0200% 6 120 114 12 360 6
129 5.4500% 5 180 175 0 180 0
131 5.5800% 5 120 115 24 360 19
132 5.8000% 3 120 117 0 360 0
134 5.2800% 2 120 118 0 360 0
139 5.8700% 4 120 116 12 360 8
2-C 4.7800% 8 59 51 0 360 0
70-C 6.0000% 6 120 114 12 360 6
Interest
Accrual
Remaining Method Master Primary
GCCFC 05-GG3 Amortization (Actual/360 Administrative Servicing Servicing
Loan ID Term (mos.) or 30/360) Fee Rate Fee Fee
1 358 Actual/360 0.0206% 0.0100% 0.0100%
2 352 Actual/360 0.0206% 0.0100% 0.0100%
4 NA Actual/360 0.0206% 0.0100% 0.0100%
5 NA Actual/360 0.0206% 0.0100% 0.0100%
6 359 Actual/360 0.0206% 0.0100% 0.0100%
7 NA Actual/360 0.0206% 0.0100% 0.0100%
13 300 Actual/360 0.0206% 0.0100% 0.0100%
20 360 Actual/360 0.0206% 0.0100% 0.0100%
23 360 Actual/360 0.0206% 0.0100% 0.0100%
25 NA Actual/360 0.0806% 0.0100% 0.0700%
28 234 Actual/360 0.0906% 0.0100% 0.0800%
30 360 Actual/360 0.0206% 0.0100% 0.0100%
31 360 Actual/360 0.0206% 0.0100% 0.0100%
42 360 Actual/360 0.0206% 0.0100% 0.0100%
45 360 Actual/360 0.0206% 0.0100% 0.0100%
47 359 Actual/360 0.0506% 0.0100% 0.0400%
47.01
47.02
47.03
55 360 Actual/360 0.0206% 0.0100% 0.0100%
56 360 Actual/360 0.0906% 0.0100% 0.0800%
59 360 Actual/360 0.0806% 0.0100% 0.0700%
60 360 Actual/360 0.0206% 0.0100% 0.0100%
61 NA Actual/360 0.0206% 0.0100% 0.0100%
62 360 Actual/360 0.0206% 0.0100% 0.0100%
63 359 Actual/360 0.0206% 0.0100% 0.0100%
64 360 Actual/360 0.0206% 0.0100% 0.0100%
67 359 Actual/360 0.0806% 0.0100% 0.0700%
70 360 Actual/360 0.0206% 0.0100% 0.0100%
71 NA Actual/360 0.0206% 0.0100% 0.0100%
74 360 Actual/360 0.0206% 0.0100% 0.0100%
76 360 Actual/360 0.0206% 0.0100% 0.0100%
77 NA Actual/360 0.0206% 0.0100% 0.0100%
78 360 Actual/360 0.0206% 0.0100% 0.0100%
80 360 Actual/360 0.0206% 0.0100% 0.0100%
81 355 Actual/360 0.0806% 0.0100% 0.0700%
83 NA Actual/360 0.0206% 0.0100% 0.0100%
84 336 Actual/360 0.0706% 0.0100% 0.0600%
85 NA Actual/360 0.0206% 0.0100% 0.0100%
86 360 Actual/360 0.0806% 0.0100% 0.0700%
87 359 Actual/360 0.0806% 0.0100% 0.0700%
88 360 Actual/360 0.0706% 0.0100% 0.0600%
90 360 Actual/360 0.0706% 0.0100% 0.0600%
94 356 Actual/360 0.0906% 0.0100% 0.0800%
95 360 Actual/360 0.0206% 0.0100% 0.0100%
97 360 Actual/360 0.0206% 0.0100% 0.0100%
98 360 Actual/360 0.0206% 0.0100% 0.0100%
101 360 Actual/360 0.0206% 0.0100% 0.0100%
102 355 Actual/360 0.0206% 0.0100% 0.0100%
103 177 Actual/360 0.0206% 0.0100% 0.0100%
104 358 Actual/360 0.0206% 0.0100% 0.0100%
105 299 Actual/360 0.0206% 0.0100% 0.0100%
107 360 Actual/360 0.0706% 0.0100% 0.0600%
109 359 Actual/360 0.0206% 0.0100% 0.0100%
110 354 Actual/360 0.0206% 0.0100% 0.0100%
113 360 Actual/360 0.0206% 0.0100% 0.0100%
114 360 Actual/360 0.0206% 0.0100% 0.0100%
116 360 Actual/360 0.0206% 0.0100% 0.0100%
119 NA Actual/360 0.0906% 0.0100% 0.0800%
120 360 Actual/360 0.0206% 0.0100% 0.0100%
122 360 Actual/360 0.0706% 0.0100% 0.0600%
123 355 Actual/360 0.0206% 0.0100% 0.0100%
125 357 Actual/360 0.0206% 0.0100% 0.0100%
128 360 Actual/360 0.0206% 0.0100% 0.0100%
129 175 Actual/360 0.0206% 0.0100% 0.0100%
131 360 Actual/360 0.0706% 0.0100% 0.0600%
132 357 Actual/360 0.0206% 0.0100% 0.0100%
134 358 Actual/360 0.0206% 0.0100% 0.0100%
139 360 Actual/360 0.0206% 0.0100% 0.0100%
2-C 352 Actual/360 0.0100% 0.0000% 0.0100%
70-C 360 Actual/360 0.0000% 0.0000% 0.0000%
GCCFC 05-GG3 Ownership Interest
Loan ID (Fee/Leasehold) Mortgage Loan Seller Originator
1 Fee Simple GSMC/Commerzbank Archon/Commerzbank
2 Fee Simple / Leasehold GSMC/Commerzbank Archon
4 Fee Simple GSMC Archon
5 Fee Simple GSMC Archon
6 Leasehold GSMC/Commerzbank Archon/Commerzbank
7 Fee Simple GSMC Archon
13 Fee Simple / Leasehold GSMC Archon
20 Fee Simple GSMC Archon
23 Fee Simple GSMC Archon
25 Fee Simple / Leasehold GSMC Archon
28 Fee Simple GSMC Archon
30 Fee Simple GSMC Archon
31 Fee Simple GSMC Archon
42 Fee Simple GSMC Archon
45 Leasehold GSMC Archon
47 GSMC Archon
47.01 Fee Simple
47.02 Fee Simple
47.03 Fee Simple
55 Fee Simple GSMC Archon
56 Fee Simple GSMC Archon
59 Fee Simple GSMC Archon
60 Fee Simple GSMC Archon
61 Fee Simple GSMC Archon
62 Fee Simple GSMC Archon
63 Fee Simple GSMC Archon
64 Fee Simple GSMC Archon
67 Fee Simple GSMC Archon
70 Fee Simple GSMC Archon
71 Fee Simple GSMC Archon
74 Fee Simple GSMC Archon
76 Fee Simple GSMC Archon
77 Fee Simple GSMC Archon
78 Fee Simple GSMC Archon
80 Fee Simple GSMC Archon
81 Fee Simple GSMC Archon
83 Fee Simple GSMC Archon
84 Fee Simple GSMC Archon
85 Fee Simple GSMC Archon
86 Fee Simple GSMC Archon
87 Fee Simple GSMC Archon
88 Fee Simple GSMC Archon
90 Fee Simple GSMC Archon
94 Fee Simple GSMC Archon
95 Fee Simple GSMC Archon
97 Fee Simple GSMC Archon
98 Fee Simple GSMC Archon
101 Fee Simple GSMC Archon
102 Fee Simple GSMC Archon
103 Fee Simple GSMC Archon
104 Fee Simple GSMC Archon
105 Fee Simple GSMC Archon
107 Fee Simple GSMC Archon
109 Fee Simple GSMC Archon
110 Fee Simple GSMC Archon
113 Fee Simple GSMC Archon
114 Fee Simple GSMC Archon
116 Fee Simple GSMC Archon
119 Fee Simple GSMC Archon
120 Fee Simple GSMC Archon
122 Fee Simple GSMC Archon
123 Fee Simple GSMC Archon
125 Fee Simple / Leasehold GSMC Archon
128 Fee Simple GSMC Archon
129 Fee Simple GSMC Archon
131 Fee Simple GSMC Archon
132 Fee Simple GSMC Archon
134 Fee Simple GSMC Archon
139 Fee Simple GSMC Archon
2-C
70-C
GCCFC 05-GG3 Crossed With Other Loans
Loan ID Prepayment Type (Crossed Group)
1 Lockout/26_Defeasance/28_0%/7 NAP
2 Lockout/32_Defeasance/22_0%/5 NAP
4 Lockout/26_>YM or 1% or Defeasance/53_0%/4 NAP
5 Lockout/25_Defeasance/31_0%/4 NAP
6 Lockout/25_Defeasance/28_0%/7 NAP
7 Lockout/26_>YM or 2%/21_>YM or 1%/9_0%/4 NAP
13 Lockout/24_Defeasance/92_0%/4 NAP
20 Lockout/27_Defeasance/29_0%/4 NAP
23 Lockout/28_Defeasance/88_0%/4 NAP
25 Lockout/29_Defeasance/27_0%/4 NAP
28 Lockout/30_Defeasance/185_0%/25 NAP
30 Lockout/29_Defeasance/87_0%/4 NAP
31 Lockout/28_Defeasance/88_0%/4 NAP
42 Lockout/25_Defeasance/91_0%/4 NAP
45 Lockout/24_Defeasance/92_0%/4 NAP
47 Lockout/25_Defeasance/91_0%/4 NAP
47.01 NAP
47.02 NAP
47.03 NAP
55 Lockout/28_Defeasance/88_0%/4 NAP
56 Lockout/27_Defeasance/52_0%/5 NAP
59 Lockout/28_Defeasance/88_0%/4 NAP
60 Lockout/27_Defeasance/89_0%/4 NAP
61 Lockout/28_Defeasance/28_0%/4 NAP
62 Lockout/27_Defeasance/89_0%/4 NAP
63 Lockout/25_Defeasance/91_0%/4 NAP
64 Lockout/26_Defeasance/90_0%/4 NAP
67 Lockout/25_Defeasance/91_0%/4 NAP
70 Lockout/30_Defeasance/86_0%/4 NAP
71 Lockout/25_Defeasance/31_0%/4 NAP
74 Lockout/31_Defeasance/85_0%/4 NAP
76 Lockout/27_>YM or 1%/89_0%/4 NAP
77 Lockout/29_Defeasance/27_0%/4 NAP
78 Lockout/29_>YM or 1% or Defeasance/63_0%/4 NAP
80 Lockout/25_Defeasance/91_0%/4 NAP
81 Lockout/29_Defeasance/87_0%/4 NAP
83 Lockout/27_Defeasance/29_0%/4 NAP
84 Lockout/25_Defeasance/91_0%/4 NAP
85 Lockout/30_Defeasance/26_0%/4 NAP
86 Lockout/26_Defeasance/90_0%/4 NAP
87 Lockout/25_Defeasance/91_0%/4 NAP
88 Lockout/26_Defeasance/90_0%/4 NAP
90 Lockout/32_Defeasance/84_0%/4 NAP
94 Lockout/28_Defeasance/88_0%/4 NAP
95 Lockout/25_Defeasance/91_0%/4 NAP
97 Lockout/27_>YM or 1%/89_0%/4 NAP
98 Lockout/29_Defeasance/51_0%/4 NAP
101 Lockout/26_Defeasance/30_0%/4 NAP
102 Lockout/29_Defeasance/27_0%/4 NAP
103 Lockout/27_Defeasance/149_0%/4 NAP
104 Lockout/26_Defeasance/90_0%/4 NAP
105 Lockout/25_Defeasance/91_0%/4 NAP
107 Lockout/26_Defeasance/90_0%/4 NAP
109 Lockout/25_Defeasance/91_0%/4 NAP
110 Lockout/30_Defeasance/86_0%/4 NAP
113 Lockout/29_Defeasance/87_0%/4 NAP
114 Lockout/25_Defeasance/91_0%/4 NAP
116 Lockout/25_Defeasance/91_0%/4 NAP
119 Lockout/29_Defeasance/27_0%/4 NAP
120 Lockout/29_Defeasance/87_0%/4 NAP
122 Lockout/26_Defeasance/90_0%/4 NAP
123 Lockout/29_Defeasance/27_0%/4 NAP
125 Lockout/27_Defeasance/89_0%/4 NAP
128 Lockout/30_Defeasance/86_0%/4 NAP
129 Lockout/29_>YM or 1%/147_0%/4 NAP
131 Lockout/29_Defeasance/87_0%/4 NAP
132 Lockout/27_Defeasance/89_0%/4 NAP
134 Lockout/26_Defeasance/90_0%/4 NAP
139 Lockout/28_Defeasance/88_0%/4 NAP
2-C
70-C
GCCFC 05-GG3 GCFP
Loan ID Control_Number GCFP Loan ID Loan Name
1 00-1001130 00-1001130 North Star Mall
2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian
6 00-1001132 00-1001132 Mall St. Matthews
2-C 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian
GCCFC 05-GG3 General Property
Loan ID Property Name Type Detailed Property Type
1 North Star Mall Retail Regional Mall
2 Grand Canal Shoppes at the Venetian Retail Regional Mall
6 Mall St. Matthews Retail Regional Mall
2-C Grand Canal Shoppes at the Venetian
GCCFC 05-GG3
Loan ID Address City County State Zip Code Original Balance
1 7400 San Pedro Avenue San Antonio Bexar Texas 78216 $251,000,000
2 3355 Las Vegas Boulevard South Las Vegas Clark Nevada 89109 $237,000,000
6 5000 Shelbyville Road Louisville Jefferson Kentucky 40207 $155,000,000
2-C $190,000,000
Stated
Original Remaining Original
Gross Term to Term to Interest Original
GCCFC 05-GG3 Cut-off Date Monthly Interest Maturity Maturity Only Term Amortization
Loan ID Balance Debt Service Rate Seasoning (mos.) (mos.) (mos.) Term (mos.)
1 $250,391,107.83 $1,261,361.78 4.4300% 2 61 59 0 360
2 $234,752,792.07 $2,235,161.95 4.7800% 8 59 51 0 360
6 $154,827,634.22 $813,699.81 4.8050% 1 60 59 0 360
2-C $188,198,440.84 $2,235,161.95 4.7800% 8 59 51 0 360
Remaining Interest
Interest Accrual
Only Remaining Method Master Primary
GCCFC 05-GG3 Period Amortization (Actual/360 Administrative Servicing Servicing
Loan ID (mos.) Term (mos.) or 30/360) Fee Rate Fee Fee
1 0 358 Actual/360 0.0206% 0.0100% 0.0100%
2 0 352 Actual/360 0.0206% 0.0100% 0.0100%
6 0 359 Actual/360 0.0206% 0.0100% 0.0100%
2-C 0 352 Actual/360 0.0100% 0.0000% 0.0100%
GCCFC 05-GG3 Ownership Interest
Loan ID (Fee/Leasehold) Mortgage Loan Seller Originator
1 Fee Simple GSMC/Commerzbank Archon/Commerzbank
2 Fee Simple / Leasehold GSMC/Commerzbank Archon
6 Leasehold GSMC/Commerzbank Archon/Commerzbank
2-C
GCCFC 05-GG3 Crossed With Other
Loan ID Prepayment Type Loans (Crossed Group)
1 Lockout/26_Defeasance/28_0%/7 NAP
2 Lockout/32_Defeasance/22_0%/5 NAP
6 Lockout/25_Defeasance/28_0%/7 NAP
2-C
SCHEDULE VII
PRIMARY SERVICED LOANS
1370 Avenue of the Americas
North Star Mall
Mall St. Matthews
The Crescent
498 Seventh Avenue
Westin Kierland
Doral Arrowwood
Atlanta Decorative Arts Center
Lake Arrowhead Village
Groton Estates
Champions of the West Tower
1355 Beverly Road
Marketplace at Kapolei
H.H. Gregg Retail Portfolio
University Plaza
Wells Fargo Building
Village Shopping Center
Casas Adobes Plaza
Shoppes at Letson Farms
Bloomfield Park Gateway Center
Hollidaysburg Manor Apts
Toringdon II
Health Park
Sunset Plaza
Centra Point I
Intracorp Building
Walden Park
Westwood Plaza
Robert Morris Building
The Highlands of East Ellijay
Fleetwood Office Park
Highlands Shopping Center
Rivers Bend East
Centra Point V
Harbor Medical Office
Ruffin Road Industrial
6801 Building
9480 Warner Ave
Pell City Shopping Center
Trinity Corporate Park
Milestone Shopping Center
Palmer Park Shopping Center
Bond Street Office
Westpoint Industrial
Wednesbury Medical Office
Southpointe Plaza
Grove Medical Center
Mountain View Plaza
Smoky Hill Shopping Center
5700 Building
Hartland Village Shopping Center
Montgomery Cross SC
Safeway Store-Pueblo West
Lowe's Plaza Shopping Center
Village at Ontario Center
Anderson Crossing Shopping Center
Prairie Towne Square Apartments
SCHEDULE VIII
CLASS A-AB PLANNED PRINCIPAL BALANCE SCHEDULE
Period Month of Payment Date Balance
---------------- ------------------------ ---------------
1 March 2005 $159,047,000.00
2 April 2005 $159,047,000.00
3 May 2005 $159,047,000.00
4 June 2005 $159,047,000.00
5 July 2005 $159,047,000.00
6 August 2005 $159,047,000.00
7 September 2005 $159,047,000.00
8 October 2005 $159,047,000.00
9 November 2005 $159,047,000.00
10 December 2005 $159,047,000.00
11 January 2006 $159,047,000.00
12 February 2006 $159,047,000.00
13 March 2006 $159,047,000.00
14 April 2006 $159,047,000.00
15 May 2006 $159,047,000.00
16 June 2006 $159,047,000.00
17 July 2006 $159,047,000.00
18 August 2006 $159,047,000.00
19 September 2006 $159,047,000.00
20 October 2006 $159,047,000.00
21 November 2006 $159,047,000.00
22 December 2006 $159,047,000.00
23 January 2007 $159,047,000.00
24 February 2007 $159,047,000.00
25 March 2007 $159,047,000.00
26 April 2007 $159,047,000.00
27 May 2007 $159,047,000.00
28 June 2007 $159,047,000.00
29 July 2007 $159,047,000.00
30 August 2007 $159,047,000.00
31 September 2007 $159,047,000.00
32 October 2007 $159,047,000.00
33 November 2007 $159,047,000.00
34 December 2007 $159,047,000.00
35 January 2008 $159,047,000.00
36 February 2008 $159,047,000.00
37 March 2008 $159,047,000.00
38 April 2008 $159,047,000.00
39 May 2008 $159,047,000.00
40 June 2008 $159,047,000.00
41 July 2008 $159,047,000.00
42 August 2008 $159,047,000.00
43 September 2008 $159,047,000.00
44 October 2008 $159,047,000.00
45 November 2008 $159,047,000.00
46 December 2008 $159,047,000.00
47 January 2009 $159,047,000.00
48 February 2009 $159,047,000.00
49 March 2009 $159,047,000.00
50 April 2009 $159,047,000.00
51 May 2009 $159,047,000.00
52 June 2009 $159,047,000.00
53 July 2009 $159,047,000.00
54 August 2009 $159,047,000.00
55 September 2009 $159,047,000.00
56 October 2009 $159,047,000.00
57 November 2009 $159,047,000.00
58 December 2009 $159,047,000.00
59 January 2010 $156,099,678.86
60 February 2010 $153,770,676.31
61 March 2010 $150,524,212.84
62 April 2010 $148,167,431.47
63 May 2010 $145,497,865.34
64 June 2010 $143,116,059.49
65 July 2010 $140,422,154.98
66 August 2010 $138,015,077.73
67 September 2010 $135,596,020.88
68 October 2010 $132,865,886.72
69 November 2010 $130,421,190.95
70 December 2010 $127,666,120.81
71 January 2011 $125,195,533.13
72 February 2011 $122,712,648.16
73 March 2011 $119,326,498.79
74 April 2011 $116,814,366.36
75 May 2011 $113,993,708.36
76 June 2011 $111,455,018.33
77 July 2011 $108,608,530.84
78 August 2011 $106,069,208.26
79 September 2011 $103,565,220.66
80 October 2011 $100,812,930.53
81 November 2011 $98,324,066.37
82 December 2011 $95,750,836.07
83 January 2012 $93,472,113.67
84 February 2012 $91,223,182.73
85 March 2012 $88,470,782.80
86 April 2012 $86,196,869.90
87 May 2012 $83,666,293.71
88 June 2012 $81,368,387.71
89 July 2012 $78,814,475.97
90 August 2012 $76,492,339.56
91 September 2012 $54,365,813.30
92 October 2012 $51,810,063.59
93 November 2012 $49,481,869.70
94 December 2012 $46,902,500.37
95 January 2013 $44,549,781.02
96 February 2013 $42,185,306.94
97 March 2013 $39,093,916.41
98 April 2013 $36,702,161.99
99 May 2013 $34,060,973.75
100 June 2013 $31,644,064.60
101 July 2013 $28,978,410.91
102 August 2013 $26,536,098.01
103 September 2013 $24,081,580.72
104 October 2013 $21,379,349.42
105 November 2013 $18,899,056.09
106 December 2013 $16,171,755.04
107 January 2014 $13,665,430.48
108 February 2014 $11,146,580.27
109 March 2014 $7,915,053.41
110 April 2014 $5,367,444.69
111 May 2014 $2,574,672.69
112 June 2014 $0.00
--------------------------------------------------------------------------------
EXHIBIT A-1
FORM OF CLASS [A-1] [A-2] [A-3] [A-AB] [A-1-A] CERTIFICATE
COMMERCIAL MORTGAGE TRUST 2005-GG3
CLASS [A-1] [A-2] [A-3] [A-AB] [A-1-A] COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATE,
SERIES 2005-GG3
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans") and one additional mortgage loan that will not be included in the
Mortgage Pool, such pool being formed and sold by
GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Pass-Through Rate: [___]% Initial Certificate Principal Balance of this
Certificate as of the Closing Date:
$____________
Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [A-1]
February 10, 2005 [A-2] [A-3] [A-AB] [A-1-A] Certificates as of
the Closing Date:
$____________
Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the
the Trust originated prior to February 1, 2005, Mortgage Pool as of the Cut-off Date, after
its due date in February; and for any Mortgage deducting payments of principal due on or
Loan included in the Trust that was originated before such date: $3,591,930,614
after February 1, 2005, its origination date.
Closing Date: February 10, 2005
First Distribution Date: March 11, 2005
Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association
Corporation
Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V.
Corporation
Certificate No. [A-1] [A-2] [A-3] [A-AB] CUSIP No.: _____________
[A-1-A]-___
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE
BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp. as depositor (the "Depositor", which term
includes any successor entity under the Agreement), GMAC Commercial Corporation
as master servicer (the "Master Servicer", which term includes any successor
entity under the Agreement), GMAC Commercial Corporation as special servicer
(the "Special Servicer", which term includes any successor entity under the
Agreement), LaSalle Bank National Association as trustee (the "Trustee", which
term includes any successor entity under the Agreement) and ABN AMRO Bank N.V.
as fiscal agent (the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in March 2005. During any given month, the payment date will
be the 10th day of the month, or if such 10th day is not a Business Day, then
the Business Day immediately following such 10th day, provided that the payment
date will be at least 4 Business Days following the Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) ( in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate) will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice. Also notwithstanding the foregoing,
any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E
Certificates are reduced to zero.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By: ______________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-1] [A-2] [A-3] [A-AB] [A-1-A]
Certificates referred to in the within-mentioned Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:______________________________________
Authorized Officer
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including
postal zip code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ___
____________________________) and all applicable statements and notices should
be mailed to __________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.
EXHIBIT A-2
FORM OF CLASS [XP] [XC]CERTIFICATE
COMMERCIAL MORTGAGE TRUST 2005-GG3
CLASS [XP] [XC] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2005-GG3
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans") and one additional mortgage loan that will not be included in the
Mortgage Pool, such pool being formed and sold by
GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Pass-Through Rate: [____]% Variable Initial Certificate Notional Amount of this
Certificate as of the Closing Date:
$____________
Date of Pooling and Servicing Agreement: Class Notional Amount of all the Class [XP] [XC]
February 10, 2005 Certificates as of the Closing Date:
$_____________
Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the
the Trust originated prior to February 1, 2005, its Mortgage Pool as of the Cut-off Date, after
due date in February; and for any Mortgage Loan deducting payments of principal due on or before
included in the Trust that was originated after such date: $3,591,930,614
February 1, 2005, its origination date.
Closing Date: February 10, 2005
First Distribution Date: March 11, 2005
Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association
Corporation
Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V.
Corporation
Certificate No. [XP] [XC]-___ CUSIP No.: _____________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE
BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF
THIS CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.
[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO
PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT
TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Greenwich Capital Commercial Funding Corp. as depositor (the
"Depositor", which term includes any successor entity under the Agreement), GMAC
Commercial Mortgage Corporation as master servicer (the "Master Servicer", which
term includes any successor entity under the Agreement), GMAC Commercial
Mortgage Corporation as special servicer (the "Special Servicer", which term
includes any successor entity under the Agreement), LaSalle Bank National
Association as trustee (the "Trustee", which term includes any successor entity
under the Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in March 2005. During any given month, the payment date will
be the 10th day of the month, or if such 10th day is not a Business Day, then
the Business Day immediately following such 10th day, provided that the payment
date will be at least 4 Business Days following the Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) (in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate will be made
after due notice by the Trustee of the pendency of such distribution and only
upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.
If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with a Transfer of a Global Certificate for any Class
of Book-Entry Non Registered Certificates to a successor Depository or to the
applicable Certificate Owner in accordance with Section 5.03 of the Agreement),
then the Certificate Registrar shall refuse to register such Transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Tax
Administrator, the Trustee, the Fiscal Agent or the Certificate Registrar in
their respective capacities as such), together with the written certification(s)
as to the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.
Except as discussed below, an interest in a Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate, a Transferee of an interest herein that takes
delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed
to have represented and warranted that all the certifications set forth in
Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.
Any interest in a Rule 144A Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions, provided that no
Regulation S Restricted Certificate may be transferred to a Person who wishes to
take delivery under Regulation S. A Regulation S Restricted Certificate is any
Certificate that is not rated in one of the four highest generic ratings
categories by a Rating Agency.
Also notwithstanding the second preceding paragraph, any interest in
a Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate
Registrar of such certifications and/or opinions and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.
Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.
The Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates shall be deposited with the Trustee as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository, provided
that no Regulation S Restricted Certificate may be transferred to a Person who
wishes to take delivery under Regulation S.
Notwithstanding the preceding paragraph, after the Release Date, any
interest in a Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Certificates to be transferred.
Upon delivery to the Certificate Registrar of such certification and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Certificates being
transferred and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.
None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Goldman, Sachs & Co., Greenwich Capital Markets,
Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse
First Boston LLC, Wachovia Capital Markets, LLC, the Trustee, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Tax Administrator, the
Certificate Registrar and their respective Affiliates against any liability that
may result if such Transfer is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.
No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. Except in connection with Transfer of
this Certificate to a successor Depository or to the applicable Certificate
Owner in accordance with Section 5.03 of the Agreement, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered
Certificate unless it has received from the prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar (if this Certificate constitutes a
Definitive Certificate) a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code
(or similar violation of Similar Law). Any Transferee of a Book-Entry
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be
deemed to have represented and warranted that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Mortgage Loans determined as of the
Closing Date, or by any Affiliate of such Person.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E
Certificates are reduced to zero.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:_______________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [XP] [XC] Certificates referred to in the
within-mentioned Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:______________________________________
Authorized Officer
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including
postal zip code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ___
____________________________) and all applicable statements and notices should
be mailed to __________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.
EXHIBIT A-3
FORM OF CLASS [A-4] [A-J] [B] [C][D][E] CERTIFICATE
COMMERCIAL MORTGAGE TRUST 2005-GG3
CLASS [A-4] [A-J] [B] [C] [D] [E]COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2005-GG3
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans") and one additional mortgage loan that will not be included in the
Mortgage Pool, such pool being formed and sold by
GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Pass-Through Rate: [____]%, Subject to the Initial Certificate Principal Balance of this
Weighted Average Net Mortgage Rate Certificate as of the Closing Date:
$_______________
Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [A-4]
February 10, 2005 [A-J] [B] [C][D][E] Certificates as of the
Closing Date:
$____________
Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the
the Trust originated prior to February 1, 2005, its Mortgage Pool as of the Cut-off Date, after
due date in February; and for any Mortgage Loan deducting payments of principal due on or before
included in the Trust that was originated after such date: $3,591,930,614
February 1, 2005, its origination date.
Closing Date: February 10, 2005
First Distribution Date: March 11, 2005
Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association
Corporation
Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V.
Corporation
Certificate No. [A-4] [A-J] [B] [C][D][E]-___ CUSIP No.: _____________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE
BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp. as depositor (the "Depositor", which term
includes any successor entity under the Agreement), GMAC Commercial Mortgage
Corporation as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), GMAC Commercial Mortgage Corporation as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), LaSalle Bank National Association as trustee (the
"Trustee", which term includes any successor entity under the Agreement) and ABN
AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in March 2005. During any given month, the payment date will
be the 10th day of the month, or if such 10th day is not a Business Day, then
the Business Day immediately following such 10th day, provided that the payment
date will be at least 4 Business Days following the Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) (in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate) will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice. Also notwithstanding the foregoing,
any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E
Certificates are reduced to zero.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:_____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-4] [A-J] [B][C][D][E] Certificates
referred to in the within-mentioned Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:_____________________________________
Authorized Officer
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including
postal zip code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ___
____________________________) and all applicable statements and notices should
be mailed to __________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.
EXHIBIT A-4
FORM OF CLASS [F][G] CERTIFICATE
COMMERCIAL MORTGAGE TRUST 2005-GG3
CLASS [F][G] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2005-GG3
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans") and one additional mortgage loan that will not be included in the
Mortgage Pool, such pool being formed and sold by
GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Pass-Through Rate: [____]%, Subject to the Initial Certificate Principal Balance of this
Weighted Average Net Mortgage Rate Certificate as of the Closing Date:
$_______________
Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [F][G]
February 10, 2005 Certificates as of the Closing Date:
$____________
Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the
the Trust originated prior to February 1, 2005, its Mortgage Pool as of the Cut-off Date, after
due date in February; and for any Mortgage Loan deducting payments of principal due on or before
included in the Trust that was originated after such date: $3,591,930,614
February 1, 2005, its origination date.
Closing Date: February 10, 2005
First Distribution Date: March 11, 2005
Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association
Corporation
Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V.
Corporation
Certificate No. [F][G]-___ CUSIP No.: _____________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE
BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp. as depositor (the "Depositor", which term
includes any successor entity under the Agreement), GMAC Commercial Mortgage
Corporation as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), GMAC Commercial Mortgage Corporation as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), LaSalle Bank National Association as trustee (the
"Trustee", which term includes any successor entity under the Agreement) and ABN
AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in March 2005. During any given month, the payment date will
be the 10th day of the month, or if such 10th day is not a Business Day, then
the Business Day immediately following such 10th day, provided that the payment
date will be at least 4 Business Days following the Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) (in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate) will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice. Also notwithstanding the foregoing,
any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E
Certificates are reduced to zero.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:_____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [F][G] Certificates referred to in the
within-mentioned Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:_____________________________________
Authorized Officer
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including
postal zip code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ___
____________________________) and all applicable statements and notices should
be mailed to __________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.
EXHIBIT A-5
FORM OF CLASS [H] CERTIFICATE
COMMERCIAL MORTGAGE TRUST 2005-GG3
CLASS [H] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2005-GG3
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans") and one additional mortgage loan that will not be included in the
Mortgage Pool, such pool being formed and sold by
GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Pass-Through Rate: Weighted Average Net Mortgage Initial Certificate Principal Balance of this
Rate Certificate as of the Closing Date:
$_______________
Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [H]
February 10, 2005 Certificates as of the Closing Date:
$________________
Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the
the Trust originated prior to February 1, 2005, Mortgage Pool as of the Cut-off Date, after
its due date in February; and for any Mortgage deducting payments of principal due on or
Loan included in the Trust that was originated before such date: $3,591,930,614
after February 1, 2005, its origination date.
Closing Date: February 10, 2005
First Distribution Date: March 11, 2005
Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association
Corporation
Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V.
Corporation
Certificate No. [H]-___ CUSIP No.: _____________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE
BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO
PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT
TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp. as depositor (the "Depositor", which term
includes any successor entity under the Agreement), GMAC Commercial Mortgage
Corporation as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), GMAC Commercial Mortgage Corporation as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), LaSalle Bank National Association as trustee (the
"Trustee", which term includes any successor entity under the Agreement) and ABN
AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in March 2005. During any given month, the payment date will
be the 10th day of the month, or if such 10th day is not a Business Day, then
the Business Day immediately following such 10th day, provided that the payment
date will be at least 4 Business Days following the Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) (in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate) will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice. Also notwithstanding the foregoing,
any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.
If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with a Transfer of a Global Certificate for any Class
of Book-Entry Non-Registered Certificates to a successor Depository or to the
applicable Certificate Owner in accordance with Section 5.03 of the Agreement),
then the Certificate Registrar shall refuse to register such Transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Tax Administrator, the Trustee, the Fiscal Agent or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.
Except as discussed below, an interest in a Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate, a Transferee of an interest herein that takes
delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed
to have represented and warranted that all the certifications set forth in
Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.
Any interest in a Rule 144A Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions, provided that no
Regulation S Restricted Certificate may be transferred to a Person who wishes to
take delivery under Regulation S. A Regulation S Restricted Certificate is any
Certificate that is not rated in one of the four highest generic ratings
categories by a Rating Agency.
Also notwithstanding the second preceding paragraph, any interest in
a Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate
Registrar of such certifications and/or opinions and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.
Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.
The Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates shall be deposited with the Trustee as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository, provided
that no Regulation S Restricted Certificate may be transferred to a Person who
wishes to take delivery under Regulation S.
Notwithstanding the preceding paragraph, after the Release Date, any
interest in a Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Certificates to be transferred.
Upon delivery to the Certificate Registrar of such certification and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Certificates being
transferred and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.
None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Goldman, Sachs & Co., Greenwich Capital Markets,
Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse
First Boston LLC, Wachovia Capital Markets, LLC, the Trustee, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Tax Administrator, the
Certificate Registrar and their respective Affiliates against any liability that
may result if such Transfer is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.
No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. Except in connection with Transfer of
this Certificate to a successor Depository or to the applicable Certificate
Owner in accordance with Section 5.03 of the Agreement, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered
Certificate unless it has received from the prospective Transferee one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar (if this Certificate constitutes a
Definitive Certificate) a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code
(or similar violation of Similar Law). Any Transferee of a Book-Entry
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be
deemed to have represented and warranted that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Mortgage Loans determined as of the
Closing Date, or by any Affiliate of such Person.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E
Certificates are reduced to zero.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:_______________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [H] Certificates referred to in the
within-mentioned Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:_______________________________________
Authorized Officer
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including
postal zip code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ___
____________________________) and all applicable statements and notices should
be mailed to __________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.
EXHIBIT A-6
FORM OF CLASS [J] [K] [L] [M] [N] [O] [P] CERTIFICATE
COMMERCIAL MORTGAGE TRUST 2005-GG3
CLASS [J] [K] [L] [M] [N] [O] [P] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2005-GG3
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans") and one additional mortgage loan that will not be included in the
Mortgage Pool, such pool being formed and sold by
GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Pass-Through Rate: [____]%, Subject to the Initial Certificate Principal Balance of this
Weighted Average Net Mortgage Rate Certificate as of the Closing Date:
$_______________
Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [J]
February 10, 2005 [K] [L] [M] [N] [O] [P] Certificates as of the
Closing Date:
$________________
Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the
the Trust originated prior to February 1, 2005, Mortgage Pool as of the Cut-off Date, after
its due date in February; and for any Mortgage deducting payments of principal due on or
Loan included in the Trust that was originated before such date: $3,591,930,614
after February 1, 2005, its origination date.
Closing Date: February 10, 2005
First Distribution Date: March 11, 2005
Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association
Corporation
Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V.
Corporation
Certificate No. [J] [K] [L] [M] [N] [O] [P]-___ CUSIP No.: _____________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE
BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp. as depositor (the "Depositor", which term
includes any successor entity under the Agreement), GMAC Commercial Mortgage
Corporation as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), GMAC Commercial Mortgage Corporation as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), LaSalle Bank National Association as trustee (the
"Trustee", which term includes any successor entity under the Agreement) and ABN
AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in March 2005. During any given month, the payment date will
be the 10th day of the month, or if such 10th day is not a Business Day, then
the Business Day immediately following such 10th day, provided that the payment
date will be at least 4 Business Days following the Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) (in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate) will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice. Also notwithstanding the foregoing,
any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.
If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with a Transfer of a Global Certificate for any Class
of Book-Entry Non-Registered Certificates to a successor Depository or to the
applicable Certificate Owner in accordance with Section 5.03 of the Agreement),
then the Certificate Registrar shall refuse to register such Transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Tax Administrator, the Trustee, the Fiscal Agent or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.
Except as discussed below, an interest in a Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate, a Transferee of an interest herein that takes
delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed
to have represented and warranted that all the certifications set forth in
Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.
Also notwithstanding the second preceding paragraph, any interest in
a Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate
Registrar of such certifications and/or opinions and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.
None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Goldman, Sachs & Co., Greenwich Capital Markets,
Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse
First Boston LLC, Wachovia Capital Markets, LLC, the Trustee, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Tax Administrator, the
Certificate Registrar and their respective Affiliates against any liability that
may result if such Transfer is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.
No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. Except in connection with Transfer of
this Certificate to a successor Depository or to the applicable Certificate
Owner in accordance with Section 5.03 of the Agreement, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered
Certificate unless it has received from the prospective Transferee one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar (if this Certificate constitutes a
Definitive Certificate) a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code
(or similar violation of Similar Law). Any Transferee of a Book-Entry
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be
deemed to have represented and warranted that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Mortgage Loans determined as of the
Closing Date, or by any Affiliate of such Person.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class X-0, Xxxxx X-0, Class A-AB,
Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E
Certificates are reduced to zero.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:_______________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [J] [K] [L] [M] [N] [O] [P] Certificates
referred to in the within-mentioned Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:_______________________________________
Authorized Officer
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including
postal zip code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ___
____________________________) and all applicable statements and notices should
be mailed to __________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.
EXHIBIT A-7
FORM OF CLASS [R-I] [R-II] CERTIFICATES
COMMERCIAL MORTGAGE TRUST 2005-GG3
CLASS [R-I] [R-II] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2005-GG3
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans") and one additional mortgage loan that will not be included in the
Mortgage Pool, such pool being formed and sold by
GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Date of Pooling and Servicing Agreement: Percentage Interest evidenced by this
February 10, 2005 Certificate in the related Class: ___%
Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the
the Trust originated prior to February 1, 2005, its Mortgage Pool as of the Cut-off Date, after
due date in February; and for any Mortgage Loan deducting payments of principal due on or before
included in the Trust that was originated after such date: $3,591,930,614
February 1, 2005, its origination date.
Closing Date: February 10, 2005
First Distribution Date: March 11, 2005
Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association
Corporation
Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V.
Corporation
Certificate No. [R-I] [R-II]-___ CUSIP No.: _____________
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE
BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE"). CONSEQUENTLY, THE TRANSFER OF THIS
CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS
DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS
CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
This certifies that _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate (as
specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp. as depositor (the "Depositor", which term
includes any successor entity under the Agreement), GMAC Commercial Mortgage
Corporation as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), GMAC Commercial Mortgage Corporation as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), LaSalle Bank National Association as trustee (the
"Trustee", which term includes any successor entity under the Agreement) and ABN
AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in March 2005. During any given month, the payment date will
be the 10th day of the month, or if such 10th day is not a Business Day, then
the Business Day immediately following such 10th day, provided that the payment
date will be at least 4 Business Days following the Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) (in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate will be made
after due notice by the Trustee of the pendency of such distribution and only
upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.
If a Transfer of this Certificate is to be made without registration
under the Securities Act, then the Certificate Registrar shall refuse to
register such Transfer unless it receives (and, upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such Transfer substantially in the form attached as Exhibit F-1 to the
Agreement and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached as Exhibit F-2A to the Agreement; or (ii) an
Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is a Qualified Institutional Buyer and such Transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall
not be an expense of the Trust Fund or of the Depositor, the Master Servicer,
the Special Servicer, the Tax Administrator, the Trustee, the Fiscal Agent or
the Certificate Registrar in their respective capacities as such), together with
the written certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.
None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Xxxxxxx, Xxxxx & Co., Greenwich Capital Markets, Inc., Banc of
America Securities LLC, Bear, Xxxxxxx & Co. Inc., Credit Suisse First Boston
LLC, Wachovia Capital Markets, LLC, the Trustee, the Master Servicer, the
Special Servicer, the Fiscal Agent, the Tax Administrator, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.
No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. The Certificate Registrar shall refuse
to register the Transfer of a Definitive Non-Registered Certificate unless it
has received from the prospective Transferee a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan.
Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Trustee
and the Tax Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of the Agreement and
agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, the
Certificate Registrar shall not register the Transfer of an Ownership Interest
in this Certificate to such proposed Transferee. In addition, the Certificate
Registrar shall not register the transfer of an Ownership Interest in this
Certificate to any entity classified as a partnership under the Code unless at
the time of transfer, all of its beneficial owners are United States Persons.
Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to Transfer its Ownership Interest
herein and (y) not to Transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee and the Tax
Administrator written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".
The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee and the Tax Administrator the following: (a) written confirmation from
each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause either REMIC Pool to (A) cease
to qualify as a REMIC or (B) be subject to an entity-level tax caused by the
Transfer of a Residual Interest Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual Interest
Certificate to a Person that is not a Permitted Transferee.
A "Permitted Transferee" is any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer of this
Certificate may cause either REMIC Pool to fail to qualify as a REMIC, (iii) a
Disqualified Non-United States Tax Person, (iv) a Disqualified Partnership or
(v) a United States Tax Person with respect to whom income is attributable to a
foreign permanent establishment or fixed base (within the meaning of any
applicable income tax treaty between the United States and any foreign
jurisdiction) of a United States Tax Person.
A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii) any
organization (other than certain farmers' cooperatives described in Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of the Code
(unless such organization is subject to the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iii) rural electric and telephone
cooperatives described in Section 1381 of the Code and (iv) any other Person so
designated by the Trustee or Tax Administrator based upon an opinion of counsel
that the holding of an Ownership Interest in a Residual Interest Certificate by
such Person may cause the Trust Fund or any Person having an Ownership Interest
in any Class of Certificates (other than such Person) to incur a liability for
any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Residual Interest Certificate to
such Person. The terms "United States", "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions.
A "Disqualified Non-United States Tax Person" is, with respect to
any Residual Interest Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Interest Certificate and, for purposes of Treasury regulation section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury regulation section
1.860E-1(c)(4)(ii), as a Holder of such Residual Interest Certificate for United
States federal income tax purposes, it may incur tax liabilities in excess of
any cash flows generated by such Residual Interest Certificate and intends to
pay taxes associated with holding such Residual Interest Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as required under the
applicable Treasury regulations; or (2) a Non-United States Tax Person that has
delivered to the Transferor, the Trustee and the Certificate Registrar an
opinion of nationally recognized tax counsel to the effect that (x) the Transfer
of such Residual Interest Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and (y) such
Transfer of such Residual Interest Certificate will not be disregarded for
United States federal income tax purposes.
A "Disqualified Partnership" is any domestic entity classified as a
partnership under the Code, if any of its beneficial owners are Disqualified
Non-United States Tax Persons.
A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust (or to the extent provided in the Treasury regulations,
if the trust was in existence on August 20, 1996 and elected to be treated as a
United States Person), all within the meaning of Section 7701(a)(30) of the
Code.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class X-0, Xxxxx X-0, Class A-AB,
Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E
Certificates are reduced to zero.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:_______________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R-I] [R-II] Certificates referred to in
the within-mentioned Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:_______________________________________
Authorized Officer
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including
postal zip code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ___
____________________________) and all applicable statements and notices should
be mailed to __________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.
EXHIBIT B
FORM OF DISTRIBUTION DATE STATEMENT
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
000 X. XxXxxxx Xxxxxx Xxxxx 0000 Series 2005-GG3 Prior Payment: N/A
Xxxxxxx, XX 00000 Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Administrator: Analyst:
Reporting Package Table of Contents
==================================================================================================================================
================================= ======================================================== =======================================
Issue Id: GC005GG3 Page(s) Closing Date: 2/10/2005
Monthly Data File Name: REMIC Certificate Report First Payment Date: 3/11/2005
GC005GG3_YYYYMM_3.zip Bond Interest Reconciliation Assumed Final Payment Date: MM/DD/YYYY
Cash Reconciliation Summary
================================= 15 Month Historical Loan Status Summary =======================================
15 Month Historical Payoff/Loss Summary
Historical Collateral Level Prepayment Report
Delinquent Loan Detail
Mortgage Loan Characteristics
Loan Level Detail
Specially Serviced Report
Modified Loan Detail
Realized Loss Detail
Appraisal Reduction Detail
========================================================
====================================================================================================
Parties to the Transaction
----------------------------------------------------------------------------------------------------
Depositor: Greenwich Capital Commercial Funding Corp.
Underwriter: Greenwich Capital Markets, Inc. / Xxxxxxx, Sachs & Co. / Banc of America Securities LLC
Bear, Xxxxxxx & Co. Inc. / Credit Suisse First Boston LLC / Wachovia Capital Markets LLC
Master Servicer: GMAC Commercial Mortgage Corporation
Special Servicer: GMAC Commercial Mortgage Corporation
Rating Agency: Xxxxx'x Investors Service, Inc. / Standard & Poor's Ratings Services
====================================================================================================
==================================================================
Information is available for this issue from the following sources
------------------------------------------------------------------
LaSalle Web Site xxx.xxxxxxxx.xxx
Servicer Web Site
LaSalle Factor Line (000) 000-0000
==================================================================
==================================================================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
Series 2005-GG3 Prior Payment: N/A
WAC: Next Payment: 4/12/2005
WA Life Term: Record Date: 2/10/2005
WA Amort Term: ABN AMRO Acct: XX-XXXX-XX-X
Current Index:
Next Index: REMIC Certificate Report
========================= ===================================================== ==================================================
Original Opening Principal Principal Negative Closing Interest Interest Pass-Through
Class Face Value (1) Balance Payment Adj. or Loss Amortization Balance Payment (2) Adjustment Rate
CUSIP Per 1,000 Per 1,000 Per 1,000 Per 1,000 Per 1,000 Per 1,000 Per 1,000 Per 1,000 Next Rate (3)
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
------------------------- ----------------------------------------------------- --------------------------------------------------
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
========================= ===================================================== ==================================================
Total P&I Payment 0.00
==================================================
Notes: (1) N denotes notional balance not included in total
(2) Accrued Interest plus/minus Interest Adjustment minus Deferred
Interest equals Interest Payment
(3) Estimated
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
Series 2005-GG3 Prior Payment: N/A
Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Bond Interest Reconciliation
==================================================================================================================================
Deductions Additions
--------------------------------- --------------------------------------------------
Accrual Accrued Deferred & Prior Int Accrual Prepay- Other
--------------- Pass Thru Certificate Allocable Accretion Interest Int. Short- on prior ment Interest
Class Method Days Rate Interest PPIS Interest Loss/Exp falls Due Shortfall (3) Penalties Proceeds (1)
----------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
0.00 0.00 0.00 0.00 0.00 0.00 0.00
==================================================================================================================================
=============================================================== ==========================
Remaining
Distributable Interest Current Period Outstanding Credit Support
Certificate Payment (Shortfall)/ Interest --------------------------
Class Interest (2) Amount Recovery Shortfalls Original Current (4)
--------------------------------------------------------------- --------------------------
-------------------------------------------------------
0.00 0.00 0.00
=============================================================== ==========================
(1) Other Interest Proceeds are additional interest amounts specifically
allocated to the bond(s) and used in determining the Distributable
Interest of the bonds.
(2) Accrued - Deductions + Additional Interest.
(3) Where applicable.
(4) Determined as follows: (A) the ending balance of all the classes less (B)
the sum of (i) the ending balance of the class and (ii) the ending balance
of all classes which are not subordinate to the class divided by (A).
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
Series 2005-GG3 Prior Payment: N/A
Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Cash Reconciliation Summary
==================================================================================================================================
----------------------------------------- ----------------------------------------- ------------------------------------------
Interest Summary Principal Summary Servicing Fee Summary
----------------------------------------- ----------------------------------------- ------------------------------------------
Current Scheduled Interest Scheduled Principal: Current Servicing Fees
Less Deferred Interest -------------------- Plus Fees Advanced for PPIS
Less PPIS Reducing Scheduled Int Current Scheduled Principal Less Reduction for PPIS
Plus Gross Advance Interest Advanced Scheduled Principal Plus Delinquent Servicing Fees
Less ASER Interest Adv Reduction ----------------------------------------- ------------------------------------------
Less Other Interest Not Advanced Scheduled Principal Total Servicing Fees
Less Other Adjustment ----------------------------------------- ------------------------------------------
----------------------------------------- Unscheduled Principal:
Total ----------------------
----------------------------------------- Curtailments
Unscheduled Interest: Advanced Scheduled Principal
----------------------------------------- Liquidation Proceeds
Prepayment Penalties Repurchase Proceeds
Yield Maintenance Penalties Other Principal Proceeds
Other Interest Proceeds -----------------------------------------
----------------------------------------- Total Unscheduled Principal
Total -----------------------------------------
----------------------------------------- Remittance Principal
Less Fees Paid to Servicer -----------------------------------------
Less Fee Strips Paid by Servicer Remittance P&I Due Trust
----------------------------------------- ----------------------------------------- ------------------------------------------
Less Fees & Expenses Paid By/To Servicer Remittance P&I Due Certs PPIS Summary
----------------------------------------- ----------------------------------------- ------------------------------------------
Special Servicing Fees
Workout Fees Gross PPIS
Liquidation Fees ----------------------------------------- Reduced by PPIE
Interest Due Serv on Advances Pool Balance Summary Reduced by Shortfalls in Fees
Non Recoverable Advances ----------------------------------------- Reduced by Other Amounts
Misc. Fees & Expenses Balance Count ------------------------------------------
----------------------------------------- ----------------------------------------- PPIS Reducing Scheduled Interest
Plus Trustee Fees Paid by Servicer Beginning Pool ------------------------------------------
----------------------------------------- Scheduled Principal PPIS Reducing Servicing Fee
Total Unscheduled Fees & Expenses Unscheduled Principal ------------------------------------------
----------------------------------------- Deferred Interest PPIS Due Certificate
Total Interest Due Trust Liquidations ------------------------------------------
----------------------------------------- Repurchases
Less Fees & Expenses Paid By/To Trust ----------------------------------------- ------------------------------------------
----------------------------------------- Ending Pool Advance Summary (Advance Made by Servicer)
Trustee Fee ----------------------------------------- ------------------------------------------
Fee Strips Principal Interest
Misc. Fees ------------------------------------------
Interest Reserve Withholding Prior Outstanding
Plus Interest Reserve Deposit Plus Current Period
----------------------------------------- Less Recovered
Total Less Non Recovered
----------------------------------------- ------------------------------------------
Total Interest Due Certs Ending Outstanding
----------------------------------------- ------------------------------------------
==================================================================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
Series 2005-GG3 Prior Payment: N/A
Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Asset Backed Facts ~15 Month Historical Loan Status Summary
============= ====================================================================== ===========================================
Delinquency Aging Categories Special Event Categories (1)
---------------------------------------------------------------------- -------------------------------------------
Delinq Delinq Delinq Specially
Distribution 1 Month 2 Months 3+ Months Foreclosure REO Modifications Serviced Bankruptcy
---------------------------------------------------------------------- -------------------------------------------
Date # Balance # Balance # Balance # Balance # Balance # Balance # Balance # Balance
============= ====================================================================== ===========================================
03/11/05
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(1) Modification, Specially Serviced & Bankruptcy Totals are Included in the
Appropriate Delinquency Aging Category.
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
Series 2005-GG3 Prior Payment: N/A
Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Asset Backed Facts ~15 Month Historical Payoff/Loss Summary
============= ============================================================================== ===================================
Ending Appraisal Liquidations 0Realized
Distribution Pool (1) Payoffs (2) Penalties Reduct. (2) (2) Losses (2) Remaining Term Curr Weighted Avg.
------------------------------------------------------------------------------ -----------------------------------
Date # Balance # Balance # Amount # Balance # Balance # Amount Life Amort. Coupon Remit
============= ============================================================================== ===================================
03/11/05
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============= ============================================================================== ===================================
(1) Percentage based on pool as of cutoff.
(2) Percentage based on pool as of beginning of period.
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
Series 2005-GG3 Prior Payment: N/A
Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Historical Collateral Level Prepayment Report
=================== ===================================================== ======================= =============================
Disclosure Payoff Initial Payoff Penalty Prepayment Maturity Property Geographic
Control # Period Balance Type Amount Amount Date Date Type Location
------------------- ===================================================== ======================= =============================
=================== ===================================================== ======================= =============================
Current 0 0
Cumulative
====================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
Series 2005-GG3 Prior Payment: N/A
Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Delinquent Loan Detail
==================================================================================================================================
Paid Outstanding Out. Property Special
Disclosure Thru Current P&I P&I Protection Advance Servicer Foreclosure Bankruptcy REO
Control # Date Advance Advances** Advances Description (1) Transfer Date Date Date Date
==================================================================================================================================
==================================================================================================================================
A. P&I Advance - Loan in Grace Period 1. P&I Advance - Loan delinquent 1 month
B. P&I Advance - Late Payment but < 1 month delinq 2. P&I Advance - Loan delinquent 2 months
3. P&I Advance - Loan delinquent 3 months or More
4. Matured Balloon/Assumed Scheduled Payment
7. X&X Xxxxxxx (Xxxxxxxxxxx)
0. X&X Advance (REO)
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
** Xxxxxxxxxxx X&X Advances include the current period P&I Advance
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
Series 2005-GG3 Prior Payment: N/A
Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Mortgage Loan Characteristics
Distribution of Principal Balances
=========================================================================================================================
Weighted Average
Current Scheduled # of Scheduled % of ------------------------------------
Balances Loans Balance Balance Term Coupon DSCR
=========================================================================================================================
=========================================================================================================================
0 0 0.00%
=========================================================================================================================
Average Scheduled Balance
Maximum Scheduled Balance
Minimum Scheduled Balance
Distribution of Remaining Term (Fully Amortizing)
=========================================================================================================================
Weighted Average
Fully Amortizing # of Scheduled % of ------------------------------------
Mortgage Loans Loans Balance Balance Term Coupon DSCR
=========================================================================================================================
=========================================================================================================================
0 0 0.00%
=========================================================================================================================
Minimum Remaining Term
Maximum Remaining Term
Distribution of Mortgage Interest Rates
========================================================================================================================
Weighted Average
Current Mortgage # of Scheduled % of ----------------------------------------
Interest Rate Loans Balance Balance Term Coupon DSCR
========================================================================================================================
========================================================================================================================
0 0 0.00%
========================================================================================================================
Minimum Mortgage Interest Rate 10.0000%
Maximum Mortgage Interest Rate 10.0000%
Distribution of Remaining Term (Balloon)
========================================================================================================================
Weighted Average
Balloon # of Scheduled % of ----------------------------------------
Mortgage Loans Loans Balance Balance Term Coupon DSCR
========================================================================================================================
0 to 60
61 to 120
121 to 180
181 to 240
241 to 360
========================================================================================================================
0 0 0.00%
========================================================================================================================
Minimum Remaining Term 0
Maximum Remaining Term 0
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
Series 2005-GG3 Prior Payment: N/A
Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Mortgage Loan Characteristics
Distribution of DSCR (Current)
=========================================================================================================================
Debt Service # of Scheduled % of
Coverage Ratio Loans Balance Balance WAMM WAC DSCR
=========================================================================================================================
=========================================================================================================================
0 0 0.00%
=========================================================================================================================
Maximum DSCR 0.000
Minimum DSCR 0.000
Distribution of DSCR (Cutoff)
=========================================================================================================================
Debt Service # of Scheduled % of
Coverage Ratio Loans Balance Balance WAMM WAC DSCR
=========================================================================================================================
=========================================================================================================================
0 0 0.00%
=========================================================================================================================
Maximum DSCR 0.00
Minimum DSCR 0.00
Geographic Distribution
========================================================================================================================
# of Scheduled % of
Geographic Location Loans Balance Balance WAMM WAC DSCR
========================================================================================================================
========================================================================================================================
0 0.00%
========================================================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
Series 2005-GG3 Prior Payment: N/A
Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Mortgage Loan Characteristics
Distribution of Property Types
=========================================================================================================================
# of Scheduled % of
Property Types Loans Balance Balance WAMM WAC DSCR
=========================================================================================================================
=========================================================================================================================
0 0 0.00%
=========================================================================================================================
Distribution of Amortization Type
=========================================================================================================================
# of Scheduled % of
Amortization Type Loans Balance Balance WAMM WAC DSCR
=========================================================================================================================
=========================================================================================================================
=========================================================================================================================
Distribution of Loan Seasoning
========================================================================================================================
# of Scheduled % of
Number of Years Loans Balance Balance WAMM WAC DSCR
========================================================================================================================
========================================================================================================================
0 0 0.00%
========================================================================================================================
Distribution of Year Loans Maturing
========================================================================================================================
# of Scheduled % of
Year Loans Balance Balance WAMM WAC DSCR
========================================================================================================================
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015 & Longer
========================================================================================================================
0 0 0.00%
========================================================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
Series 2005-GG3 Prior Payment: N/A
Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Loan Level Detail
==============================================================================================
Operating Ending
Disclosure Property Statement Maturity Principal Note
Control # Grp Type State DSCR NOI Date Date Balance Rate
==============================================================================================
==============================================================================================
W/Avg 0.00 0 0
==============================================================================================
================================================================================
Spec. Loan Prepayment
Disclosure Scheduled Mod. Serv ASER Status ------------------------
Control # P&I Flag Flag Flag Code(1) Amount Penalty Date
================================================================================
================================================================================
0 0 0
================================================================================
* NOI and DSCR, if available and reportable under the terms of the Pooling
and Servicing Agreement, are based on information obtained from the
related borrower, and no other party to the agreement shall be held
liable for the accuracy or methodology used to determine such figures.
--------------------------------------------------------------------------------------
(1) Legend: A. P&I Adv - in Grace Period 1. P&I Adv - delinquent 1 month
B. P&I Adv - < one month delinq 2. P&I Adv - delinquent 2 months
3. P&I Adv - delinquent 3+ months
4. Mat. Balloon/Assumed P&I
5. Prepaid in Full
6. Specially Serviced
7. Foreclosure
8. Bankruptcy
9. REO
10. XXX
00. Modification
======================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
Series 2005-GG3 Prior Payment: N/A
Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Specially Serviced (Part I) ~ Loan Detail
===================== =========== ================== ===================================== ================== =================
Balance Remaining Term
Disclosure Transfer Loan Status ------------------ Note Maturity ----------------- Property NOI
Control # Date Code (1) Scheduled Actual Rate Date Life Amort. Type State NOI DSCR Date
===================== =========== ================== ===================================== ================== =================
===================== =========== ================== ===================================== ================== =================
(1) Legend: A. P&I Adv - in Grace Period 1. P&I Adv - delinquent 1 month
B. P&I Adv - < 1 month delinq. 2. P&I Adv - delinquent 2 months
3. P&I Adv - delinquent 3+ months
4. Mat. Balloon/Assumed P&I
7. Foreclosure
9. REO
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
000 X. XxXxxxx Xxxxxx Xxxxx 0000 Series 2005-GG3 Prior Payment: N/A
Xxxxxxx, XX 00000 Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Specially Serviced Loan Detail (Part II) ~ Servicer Comments
====================================================================================================================================
====================================================================================================================================
Disclosure Resolution
Control # Strategy Comments
====================================================================================================================================
====================================================================================================================================
====================================================================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
000 X. XxXxxxx Xxxxxx Xxxxx 0000 Series 2005-GG3 Prior Payment: N/A
Xxxxxxx, XX 00000 Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Modified Loan Detail
====================================================================================================================================
Cutoff Modified
Disclosure Modification Maturity Maturity Modification
Control # Date Date Date Description
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
000 X. XxXxxxx Xxxxxx Xxxxx 0000 Series 2005-GG3 Prior Payment: N/A
Xxxxxxx, XX 00000 Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Realized Loss Detail
=============================================================================================================
Beginning Gross Proceeds
Disclosure Appraisal Appraisal Scheduled Gross as a % of
Period Control # Date Value Balance Proceeds Sched Principal
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Current Total 0.00 0.00
Cumulative 0.00 0.00
=============================================================================================================
================================================================
Aggregate Net Net Proceeds
Liquidation Liquidation as a % of Realized
Period Expenses * Proceeds Sched. Balance Loss
----------------------------------------------------------------
----------------------------------------------------------------
Current Total 0.00 0.00 0.00
Cumulative 0.00 0.00 0.00
================================================================
* Aggregate liquidation expenses also include outstanding P&I advances and
unpaid servicing fees, unpaid trustee fees, etc.
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005
LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005
000 X. XxXxxxx Xxxxxx Xxxxx 0000 Series 2005-GG3 Prior Payment: N/A
Xxxxxxx, XX 00000 Next Payment: 4/12/2005
Record Date: 2/10/2005
ABN AMRO Acct: XX-XXXX-XX-X
Appraisal Reduction Detail
====================== ========================================== ===================================
Disclosure Appraisal Scheduled ARA Current P&I Note Maturity Remaining Term
Control # Red. Date Balance Amount Advance ASER Rate Date Life Amort.
====================== ========================================== ===================================
====================== ========================================== ===================================
================= ===== ==================
Property Appraisal
Type State DSCR Value Date
================= ===== ==================
================= ===== ==================
EXHIBIT C
FORM OF CUSTODIAL CERTIFICATION
To the parties listed on the attached Schedule A
Re: Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass
Through Certificates, Series 2005-GG3 (the "Certificates")
-------------------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of February 10, 2005, relating to the above-referenced Certificates
(the "Agreement"), LaSalle Bank National Association, in its capacity as trustee
(the "Trustee"), hereby certifies as to each Mortgage Loan subject as of the
date hereof to the Agreement (except as identified in the exception report
attached hereto) that: (i) all documents specified in clauses (a)(i) through
(a)(v), (a)(vii) and (a)(viii) (without regard to the second parenthetical in
such clause (a)(viii)) of the definition of "Mortgage File", are in its
possession or the possession of a Custodian on its behalf; (ii) the
recordation/filing contemplated by Section 2.01(c) of the Agreement has been
completed (based solely on receipt by the Trustee of the particular
recorded/filed documents); (iii) all documents received by it or any Custodian
with respect to such Mortgage Loan have been reviewed by it or by such Custodian
on its behalf and (A) appear regular on their face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the
Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport
to relate to such Mortgage Loan; and (iv) based on the examinations referred to
in Section 2.02(a) of the Agreement and in this Certification and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule
with respect to the items specified in clauses (v) and (vi)(B) of the definition
of "Mortgage Loan Schedule" accurately reflects the information set forth in the
Mortgage File.
Neither the Trustee nor any Custodian is under any duty or
obligation to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Loans delivered to it to determine
that the same are valid, legal, effective, genuine, binding, enforceable,
sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face. Furthermore, neither the Trustee nor
any Custodian shall have any responsibility for determining whether the text of
any assignment or endorsement is in proper or recordable form, whether the
requisite recording of any document is in accordance with the requirements of
any applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction. In performing the review contemplated herein, the
Trustee or any Custodian may rely on the Depositor as to the purported
genuineness of any such document and any signature thereon.
Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to them in the Agreement.
Respectfully,
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:___________________________________________
Name:
Title:
Schedule A
Greenwich Capital Commercial Credit Suisse First Boston LLC
Funding Corp. Eleven Madison Avenue
Greenwich Capital Financial Xxx Xxxx, XX 00000
Products, Inc.
Greenwich Capital Markets, Inc. Wachovia Capital Markets, LLC
000 Xxxxxxxxx Xxxx 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Greenwich Capital Markets, Inc. Xxxxx'x Investors Service, Inc.
000 Xxxxxxxxx Xxxx 00 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000 Xxx Xxxx, XX 00000
Xxxxxxx, Sachs & Co. Standard & Poor's Rating Services,
00 Xxxxx Xxxxxx a division of The XxXxxx-Xxxx
Xxx Xxxx, XX 00000 Companies, Inc.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Banc of America Securities LLC Xxx Xxxx, XX 00000-0000
000 Xxxxx Xxxxx Xxxxxx
NC1-027-21-02 GMAC Commercial Mortgage Corporation
Xxxxxxxxx, XX 00000 000 Xxxxxx Xxxx
Xxxxxxx, XX 00000
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx GMAC Commercial Mortgage Corporation
Xxx Xxxx, XX 00000 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
EXHIBIT D-1
FORM OF MASTER SERVICER REQUEST FOR RELEASE
[Date]
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securitization Trust Services Group--
Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3
Re: Greenwich Capital Commercial Funding Corp., as
depositor, Commercial Mortgage Trust 2005-GG3,
Commercial Mortgage Pass-Through Certificates, Series
2005-GG3
-----------------------------------------------------
In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under that certain Pooling and Servicing
Agreement dated as of February 10, 2005 (the "Pooling and Servicing Agreement"),
by and among Greenwich Capital Commercial Funding Corp. as depositor, the
undersigned as master servicer (the "Master Servicer"), GMAC Commercial Mortgage
Corporation as special servicer (the "Special Servicer"), you as trustee (the
"Trustee") and ABN AMRO Bank N.V. as fiscal agent, the undersigned hereby
requests a release of the Mortgage File (or the portion thereof specified below)
held by or on behalf of you as Trustee with respect to the following described
Mortgage Loan for the reason indicated below.
Property Name:___________________________________________________
Address:_________________________________________________________
Control No.:_____________________________________________________
If only particular documents in the Mortgage File are requested,
please specify which:____________________________________________
_________________________________________________________________
Reason for requesting file (or portion thereof):
______ 1. Mortgage Loan paid in full. The undersigned hereby
certifies that all amounts received in connection
with the Mortgage Loan that are required to be
credited to the Custodial Account pursuant to the
Pooling and Servicing Agreement, have been or will
be so credited.
______ 2. Other. (Describe)________________________________
__________________________________________________
__________________________________________________
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
GMAC COMMERCIAL MORTGAGE CORPORATION
By:______________________________________
Name:
Title:
EXHIBIT D-2
FORM OF SPECIAL SERVICER REQUEST FOR RELEASE
___________
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securitization Trust Services Group--
Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3
Re: Greenwich Capital Commercial Funding Corp., as
depositor, Commercial Mortgage Trust 2005-GG3,
Commercial Mortgage Pass-Through Certificates, Series
2005-GG3
-----------------------------------------------------
In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under that certain Pooling and Servicing Agreement
dated as of February 10, 2005 (the "Pooling and Servicing Agreement"), by and
among Greenwich Capital Commercial Funding Corp. as depositor, GMAC Commercial
Mortgage Corporation as master servicer (the "Master Servicer"), the undersigned
as special servicer (the "Special Servicer"), you as trustee (the "Trustee") and
ABN AMRO Bank N.V. as fiscal agent, the undersigned hereby requests a release of
the Mortgage File (or the portion thereof specified below) held by or on behalf
of you as Trustee with respect to the following described Mortgage Loan for the
reason indicated below.
Property Name:___________________________________________________
Address: ________________________________________________________
Control No.: ____________________________________________________
If only particular documents in the Mortgage File are requested,
please specify which: ___________________________________________
_________________________________________________________________
_________________________________________________________________
Reason for requesting file (or portion thereof):
______ 1. Mortgage Loan paid in full. The undersigned hereby
certifies that all amounts received in connection with
the Mortgage Loan that are required to be credited to
the Custodial Account pursuant to the Pooling and
Servicing Agreement, have been or will be so credited.
______ 2. Other. (Describe)
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof (or within such
longer period as we have indicated as part of our reason for the request),
unless the Mortgage Loan has been paid in full or otherwise liquidated, in which
case the Mortgage File (or such portion thereof) will be retained by us
permanently.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
GMAC COMMERCIAL MORTGAGE CORPORATION
By: ____________________________________
Name:
Title:
EXHIBIT E
FORM OF LOAN PAYOFF NOTIFICATION REPORT
LOAN PAYMENT NOTIFICATION REPORT
as of _____________________
------------------------------------------------------------------------------------------------------
X0 X00 X00 X00 X0 X0 X00 X00
Short Name Paid
Prospectus (When Property Scheduled Thru Current Maturity
ID Appropriate) Type State Loan Balance Date Interest Rate Date
------------------------------------------------------------------------------------------------------
Scheduled Payments
Unscheduled Payment
Total: $
-----------------------------------------------------------------------------------------
X0 X00 X00 Servicer Estimated Information
----------------------------------------------
Preceding
Fiscal Yr. Expected Expected
Prospectus DSCR Most Recent Yield Payment Distribution
ID NCR DSCR NCF Maintenance Date Date
-----------------------------------------------------------------------------------------
Scheduled Payments
Unscheduled Payment
Total:
The Borrower has only requested the information to pay-off. This does not
indicate a definite payment.
EXHIBIT F-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES
[Date]
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securitization Trust Services Group--
Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3
Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial
Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through
Certificates, Series 2005-GG3, Class _____, [having an initial
aggregate [Certificate Principal Balance] [Certificate Notional
Amount] as of February 10, 2005 (the "Closing Date") of $__________]
[representing a ____% Percentage Interest in the subject Class]
--------------------------------------------------------------------
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of February 10, 2005, between Greenwich
Capital Commercial Funding Corp., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer, GMAC Commercial Mortgage Corporation, as
Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO
Bank N.V., as Fiscal Agent. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Trustee and the
Depositor, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from
any and all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any
offer to buy or accept a transfer, pledge or other disposition of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise
approached or negotiated with respect to any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security with
any person in any manner, (d) made any general solicitation with respect
to any Transferred Certificate, any interest in a Transferred Certificate
or any other similar security by means of general advertising or in any
other manner, or (e) taken any other action with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), would render the disposition of the Transferred
Certificates a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state
securities laws.
Very truly yours,
______________________________________
(Transferor)
By:___________________________________
Name:
Title:
EXHIBIT F-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES
[Date]
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securitization Trust Services Group--
Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005- GG3
Re: Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3, Commercial Mortgage
Pass-Through Certificates, Series 2005-GG3, Class ___, [having
an initial aggregate [Certificate Principal Balance]
[Certificate Notional Amount] as of February 10, 2005 (the
"Closing Date") of $__________] [representing a ____%
Percentage Interest in the subject Class]
--------------------------------------------------------------
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
____________________________ (the "Transferor") to
________________________________ (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of February 10, 2005 among Greenwich Capital Commercial Funding Corp., as
Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, GMAC
Commercial Mortgage Corporation, as Special Servicer, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "Securities Act"), and
has completed one of the forms of certification to that effect attached
hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
is being made in reliance on Rule 144A. The Transferee is acquiring the
Transferred Certificates for its own account or for the account of another
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of another Qualified Institutional
Buyer and to whom notice is given that the resale, pledge or transfer is
being made in reliance on Rule 144A, or (b) pursuant to another exemption
from registration under the Securities Act.
2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust Fund created
pursuant thereto, and (e) all related matters, that it has requested.
3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the
Nominee Acknowledgement below.
Very truly yours,
___________________________________________
(Transferee)
By: ____________________________________
Name:
Title:
Nominee Acknowledgement
-----------------------
The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.
___________________________________________
(Nominee)
By: ____________________________________
Name:
Title:
ANNEX 1 TO EXHIBIT F-2A
-----------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificates (the
"Transferee").
2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
amended, because (i) [the Transferee] [each of the Transferee's equity
owners] owned and/or invested on a discretionary basis $______________(1)
in securities (other than the excluded securities referred to below) as of
the end of such entity's most recent fiscal year (such amount being
calculated in accordance with Rule 144A) and (ii) the Transferee satisfies
the criteria in the category marked below.
_____ Corporation, etc. The Transferee is a corporation (other than
a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986.
_____ Bank. The Transferee (a) is a national bank or a banking
institution organized under the laws of any state, U.S.
territory or the District of Columbia, the business of which
is substantially confined to banking and is supervised by the
state or territorial banking commission or similar official or
is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in
its latest annual financial statements, a copy of which is
attached hereto, as of a date not more than 16 months
preceding the date of sale of the Transferred Certificates in
the case of a U.S. bank, and not more than 18 months preceding
such date of sale in the case of a foreign bank or equivalent
institution.
_____ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is
supervised and examined by a state or federal authority having
supervision over any such institutions, or is a foreign
savings and loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements, a copy
of which is attached hereto, as of a date not more than 16
months preceding the date of sale of the Transferred
Certificates in the case of a U.S. savings and loan
association, and not more than 18 months preceding such date
of sale in the case of a foreign savings and loan association
or equivalent institution.
_____ Broker-dealer. The Transferee is a dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934, as
amended.
_____ Insurance Company. The Transferee is an insurance company
whose primary and predominant business activity is the writing
of insurance or the reinsuring of risks underwritten by
insurance companies and which is subject to supervision by the
insurance commissioner or a similar official or agency of a
state, U.S. territory or the District of Columbia.
_____ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any
agency or instrumentality of the state or its political
subdivisions, for the benefit of its employees.
_____ ERISA Plan. The Transferee is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
_____ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
_____ QIB Subsidiary. All of the Transferee's equity owners are
"qualified institutional buyers" within the meaning of Rule
144A.
_____ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under
subsection (a)(1) of Rule 144A pursuant to which it qualifies.
Note that registered investment companies should complete
Annex 2 rather than this Annex 1)_____________________________
______________________________________________________________
_____________________________________________________________.
3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the
Transferee did not include (i) securities of issuers that are affiliated
with such Person, (ii) securities that are part of an unsold allotment to
or subscription by such Person, if such Person is a dealer, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the
Transferee used the cost of such securities to such Person, unless such
Person reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to
the cost of those securities has been published, in which case the
securities were valued at market. Further, in determining such aggregate
amount, the Transferee may have included securities owned by subsidiaries
of such Person, but only if such subsidiaries are consolidated with such
Person in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries
are managed under such Person's direction. However, such securities were
not included if such Person is a majority-owned, consolidated subsidiary
of another enterprise and such Person is not itself a reporting company
under the Securities Exchange Act of 1934, as amended.
5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule
144A.
___ ___ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by
the Transferee through one or more of the appropriate methods contemplated
by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's purchase of the
Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the
Transferee is a bank or savings and loan as provided above, the Transferee
agrees that it will furnish to such parties any updated annual financial
statements that become available on or before the date of such purchase,
promptly after they become available.
8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificates were issued.
_________________________________________
Print Name of Transferee
By:
___________________________________
Name:
Title:
Date:
--------
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee
or any such equity owner, as the case may be, is a dealer, and, in that
case, Transferee or such equity owner, as the case may be, must own and/or
invest on a discretionary basis at least $10,000,000 in securities.
ANNEX 2 TO EXHIBIT F-2A
-----------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer"
as that term is defined in Rule 144A ("Rule 144A") under the Securities
Act of 1933, as amended, because the Transferee is part of a Family of
Investment Companies (as defined below), is an executive officer of the
investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered
under the Investment Company Act of 1940, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000
in securities (other than the excluded securities referred to below) as of
the end of the Transferee's most recent fiscal year. For purposes of
determining the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such securities
was used, unless the Transferee or any member of the Transferee's Family
of Investment Companies, as the case may be, reports its securities
holdings in its financial statements on the basis of their market value,
and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were
valued at market.
______ The Transferee owned and/or invested on a discretionary basis
$___________________ in securities (other than the excluded
securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
______ The Transferee is part of a Family of Investment Companies
which owned in the aggregate $______________ in securities
(other than the excluded securities referred to below) as of
the end of the Transferee's most recent fiscal year (such
amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because
one investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part
of the Transferee's Family of Investment Companies, (ii) bank deposit
notes and certificates of deposit, (iii) loan participations, (iv)
repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps. For
purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, or owned by the
Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee will be in reliance on Rule
144A.
_____ _____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by
the Transferee through one or more of the appropriate methods contemplated
by Rule 144A.
7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such purchase.
8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificates were issued.
______________________________________
Print Name of Transferee or Adviser
By:
________________________________
Name:
Title:
Date:
IF AN ADVISER:
______________________________________
Print Name of Transferee
Date:
EXHIBIT F-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES
[Date]
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securitization Trust Services Group--
Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3
Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial
Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through
Certificates, Series 2005-GG3, Class _____,[having an initial
aggregate [Certificate Principal Balance] [Certificate Notional
Amount] as of February 10, 2005 (the "Closing Date") of $__________]
[representing a ____% Percentage Interest in the subject Class]
--------------------------------------------------------------------
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of February 10, 2005, between Greenwich
Capital Commercial Funding Corp., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer, GMAC Commercial Mortgage Corporation, as
Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO
Bank N.V., as Fiscal Agent. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Trustee and the
Depositor, that:
1. The Transferee is acquiring the Transferred Certificates for its
own account for investment and not with a view to or for sale or transfer
in connection with any distribution thereof, in whole or in part, in any
manner which would violate the Securities Act of 1933, as amended (the
"Securities Act"), or any applicable state securities laws.
2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or
registered or qualified under any applicable state securities laws, (b)
none of the Depositor, the Trustee or the Certificate Registrar is
obligated so to register or qualify the Class of Certificates to which the
Transferred Certificates belong, and (c) neither a Transferred Certificate
nor any security issued in exchange therefor or in lieu thereof may be
resold or transferred unless it is (i) registered pursuant to the
Securities Act and registered or qualified pursuant to any applicable
state securities laws or (ii) sold or transferred in transactions which
are exempt from such registration and qualification and the Certificate
Registrar has received: (A) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached as
Exhibit F-1 to the Pooling and Servicing Agreement and a certification
from such Certificateholder's prospective transferee substantially in the
form attached either as Exhibit F-2A to the Pooling and Servicing
Agreement or as Exhibit F-2B to the Pooling and Servicing Agreement; or
(B) an opinion of counsel satisfactory to the Trustee with respect to,
among other things, the availability of such exemption from registration
under the Securities Act, together with copies of the written
certification(s) from the transferor and/or transferee setting forth the
facts surrounding the transfer upon which such opinion is based.
3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate or interest therein, except in
compliance with the provisions of Section 5.02 of the Pooling and
Servicing Agreement, which provisions it has carefully reviewed, and that
each Transferred Certificate will bear the following legends:
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any
Transferred Certificate, any interest in any Transferred Certificate or
any other similar security to any person in any manner, (b) solicited any
offer to buy or accept a pledge, disposition or other transfer of any
Transferred Certificate, any interest in any Transferred Certificate or
any other similar security from any person in any manner, (c) otherwise
approached or negotiated with respect to any Transferred Certificate, any
interest in any Transferred Certificate or any other similar security with
any person in any manner, (d) made any general solicitation with respect
to any Transferred Certificate, any interest in any Transferred
Certificate or any other similar security by means of general advertising
or in any other manner, or (e) taken any other action with respect to any
Transferred Certificate, any interest in any Transferred Certificate or
any other similar security, which (in the case of any of the acts
described in clauses (a) through (e) above) would constitute a
distribution of the Transferred Certificates under the Securities Act,
would render the disposition of the Transferred Certificates a violation
of Section 5 of the Securities Act or any state securities law or would
require registration or qualification of the Transferred Certificates
pursuant thereto. The Transferee will not act, nor has it authorized or
will it authorize any person to act, in any manner set forth in the
foregoing sentence with respect to any Transferred Certificate, any
interest in any Transferred Certificate or any other similar security.
5. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund
created pursuant thereto, (d) the nature, performance and servicing of the
Mortgage Loans, and (e) all related matters, that it has requested.
6. The Transferee is an "accredited investor" as defined in any of
paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
or an entity in which all of the equity owners come within such
paragraphs. The Transferee has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks
of an investment in the Transferred Certificates; the Transferee has
sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision; and the Transferee is
able to bear the economic risks of such investment and can afford a
complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the
Nominee Acknowledgement below.
Very truly yours,
_______________________________________
(Transferee)
By: ________________________________
Name:
Title:
Nominee Acknowledgement
-----------------------
The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.
_______________________________________
(Nominee)
By: ________________________________
Name:
Title:
EXHIBIT F-2C
FORM OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES
[Date]
[TRANSFEROR]
Re: Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3, Commercial Mortgage
Pass-Through Certificates, Series 2005-GG3, Class _____,
having an initial aggregate [Certificate Principal Balance]
[Certificate Notional Amount] as of February 10, 2005 (the
"Closing Date") of $__________
Ladies and Gentlemen:
This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of February 10, 2005, between Greenwich Capital Commercial
Funding Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master
Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, LaSalle
Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "Securities Act"), and
has completed one of the forms of certification to that effect attached
hereto as Annex 1 and Annex 2. The Transferee is aware that the Transfer
to it of the Transferor's interest in the Transferred Certificates is
being made in reliance on Rule 144A. The Transferee is acquiring such
interest in the Transferred Certificates for its own account or for the
account of another Qualified Institutional Buyer.
2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or
registered or qualified under any applicable state securities laws, (b)
none of the Depositor, the Trustee or the Certificate Registrar is
obligated so to register or qualify the Transferred Certificates and (c)
no interest in the Transferred Certificates may be resold or transferred
unless (i) such Certificates are registered pursuant to the Securities Act
and registered or qualified pursuant any applicable state securities laws,
or (ii) such interest is sold or transferred in a transaction which is
exempt from such registration and qualification and the Transferor
desiring to effect such transfer has received (A) a certificate from such
Certificate Owner's prospective transferee substantially in the form
attached as Exhibit F-2C to the Pooling and Servicing Agreement or (B) an
opinion of counsel to the effect that, among other things, such
prospective transferee is a Qualified Institutional Buyer and such
transfer may be made without registration under the Securities Act.
3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates or any interest therein except in
compliance with the provisions of Section 5.02 of the Pooling and
Servicing Agreement, which provisions it has carefully reviewed, and that
the Transferred Certificates will bear the following legends:
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986 (THE "CODE"), OR ANY MATERIALLY SIMILAR PROVISION OF
APPLICABLE FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST
HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
4. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust Fund created
pursuant thereto, (e) any credit enhancement mechanism associated with the
Transferred Certificates, and (f) all related matters, that it has
requested.
Very truly yours,
__________________________________________
(Transferee)
By: ___________________________________
Name:
Title:
ANNEX 1 TO EXHIBIT F-2C
-----------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees other than Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Greenwich Capital Commercial Funding
Corp. with respect to the mortgage pass-through certificates being transferred
in book-entry form (the "Transferred Certificates") as described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive
officer of the entity acquiring interests in the Transferred Certificates
(the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended
("Rule 144A"), because (i) [the Transferee] [each of the Transferee's
equity owners] owned and/or invested on a discretionary basis
$___________(1) in securities (other than the excluded securities referred
to below) as of the end of such entity's most recent fiscal year (such
amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
_____ Corporation, etc. The Transferee is a corporation (other than
a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986.
_____ Bank. The Transferee (a) is a national bank or a banking
institution organized under the laws of any state, U.S.
territory or the District of Columbia, the business of which
is substantially confined to banking and is supervised by the
state or territorial banking commission or similar official or
is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in
its latest annual financial statements, a copy of which is
attached hereto, as of a date not more than 16 months
preceding the date of sale of the Transferred Certificates in
the case of a U.S. bank, and not more than 18 months preceding
such date of sale in the case of a foreign bank or equivalent
institution.
_____ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is
supervised and examined by a state or federal authority having
supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an
audited net worth of at least $25,000,000 as demonstrated in
its latest annual financial statements, a copy of which is
attached hereto, as of a date not more than 16 months
preceding the date of sale of the Transferred Certificates in
the case of a U.S. savings and loan association, and not more
than 18 months preceding such date of sale in the case of a
foreign savings and loan association or equivalent
institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934, as
amended.
___ Insurance Company. The Transferee is an insurance company
whose primary and predominant business activity is the writing
of insurance or the reinsuring of risks underwritten by
insurance companies and which is subject to supervision by the
insurance commissioner or a similar official or agency of a
state, U.S. territory or the District of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any
agency or instrumentality of the state or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940, as
amended.
___ QIB Subsidiary. All of the Transferee's equity owners are
"qualified institutional buyers" within the meaning of Rule
144A.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under
subsection (a)(1) of Rule 144A pursuant to which it qualifies.
Note that registered investment companies should complete
Annex 2 rather than this Annex 1.)
3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the
Transferee did not include (i) securities of issuers that are affiliated
with such Person, (ii) securities that are part of an unsold allotment to
or subscription by such Person, if such Person is a dealer, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the
Transferee used the cost of such securities to such Person, unless such
Person reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to
the cost of those securities has been published, in which case the
securities were valued at market. Further, in determining such aggregate
amount, the Transferee may have included securities owned by subsidiaries
of such Person, but only if such subsidiaries are consolidated with such
Person in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries
are managed under such Person's direction. However, such securities were
not included if such Person is a majority-owned, consolidated subsidiary
of another enterprise and such Person is not itself a reporting company
under the Securities Exchange Act of 1934, as amended.
5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the
Transferred Certificates are relying and will continue to rely on the
statements made herein because one or more Transfers to the Transferee may
be in reliance on Rule 144A.
___ ___ Will the Transferee be acquiring interests in the
Yes No Transferred Certificates only for the Transferee's own
account?
6. If the answer to the foregoing question is "no," then in each
case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a
third party that is itself a "qualified institutional buyer" within the
meaning of Rule 144A, and the "qualified institutional buyer" status of
such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's acquisition of any
interest in of the Transferred Certificates will constitute a
reaffirmation of this certification as of the date of such acquisition. In
addition, if the Transferee is a bank or savings and loan as provided
above, the Transferee agrees that it will furnish to such parties any
updated annual financial statements that become available on or before the
date of such acquisition, promptly after they become available.
8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which
the Transferred Certificates were issued.
_________________________________________
(Transferee)
By: __________________________________
Name:
Title:
Date:
------------
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee
or any such equity owner, as the case may be, is a dealer, and, in that
case, Transferee or such equity owner, as the case may be, must own and/or
invest on a discretionary basis at least $10,000,000 in securities.
ANNEX 2 TO EXHIBIT F-2C
-----------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees that are Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Greenwich Capital Commercial Funding
Corp. with respect to the mortgage pass-through certificates being transferred
in book-entry form (the "Transferred Certificates") as described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive
officer of the entity acquired interests the Transferred Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer"
as that term is defined in Rule 144A under the Securities Act of 1933, as
amended ("Rule 144A"), because the Transferee is part of a Family of
Investment Companies (as defined below), is an executive officer of the
investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered
under the Investment Company Act of 1940, as amended, and (ii) as marked
below, the Transferee alone owned and/or invested on a discretionary
basis, or the Transferee's Family of Investment Companies owned, at least
$100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Transferee's most recent fiscal year. For
purposes of determining the amount of securities owned by the Transferee
or the Transferee's Family of Investment Companies, the cost of such
securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports
its securities holdings in its financial statements on the basis of their
market value, and no current information with respect to the cost of those
securities has been published, in which case the securities of such entity
were valued at market.
____ The Transferee owned and/or invested on a discretionary basis
$___________________ in securities (other than the
excluded securities referred to below) as of the end of
the Transferee's most recent fiscal year (such amount
being calculated in accordance with Rule 144A).
____ The Transferee is part of a Family of Investment Companies
which owned in the aggregate $______________ in
securities (other than the excluded securities referred
to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance
with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because
one investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part
of the Transferee's Family of Investment Companies, (ii) bank deposit
notes and certificates of deposit, (iii) loan participations, (iv)
repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps. For
purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, or owned by the
Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee will be in reliance on
Rule 144A.
___ ___ Will the Transferee be acquiring interests in the
Yes No Transferred Certificates only for the Transferee's
own account?
6. If the answer to the foregoing question is "no," then in each
case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a
third party that is itself a "qualified institutional buyer" within the
meaning of Rule 144A, and the "qualified institutional buyer" status of
such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice, the Transferee's acquisition of any interest in
the Transferred Certificates will constitute a reaffirmation of this
certification by the undersigned as of the date of such acquisition.
8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which
the Transferred Certificates were issued.
________________________________________
(Transferee or Adviser)
By: _________________________________
Name:
Title:
Date:
IF AN ADVISER:
Print Name of Transferee
________________________________________
Date:
EXHIBIT F-2D
FORM OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES
[Date]
[TRANSFEROR]
Re: Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3, Commercial Mortgage
Pass-Through Certificates, Series 2005-GG3, Class _____,
having an initial aggregate [Certificate Principal Balance]
[Certificate Notional Amount] as of February 10, 2005 (the
"Closing Date") of $__________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of February 10, 2005, between Greenwich Capital Commercial
Funding Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master
Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, LaSalle
Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that the Transferee is not a United States
Securities Person.
For purposes of this certification, "United States Securities
Person" means (i) any natural person resident in the United States, (ii) any
partnership or corporation organized or incorporated under the laws of the
United States; (iii) any estate of which any executor or administrator is a
United States Securities Person, other than any estate of which any professional
fiduciary acting as executor or administrator is a United States Securities
Person if an executor or administrator of the estate who is not a United States
Securities Person has sole or shared investment discretion with respect to the
assets of the estate and the estate is governed by foreign law, (iv) any trust
of which any trustee is a United States Securities Person, other than a trust of
which any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States, unless the agency or branch operates for valid business reasons
and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United
States, other than one held for the benefit or account of a non-United States
Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
"accredited investors" (as defined in Rule 501(a)) under the United States
Securities Act of 1933, as amended (the "Securities Act"), who are not natural
persons, estates or trusts; provided, however, that the International Monetary
Fund, the International Bank for Reconstruction and Development, the
Inter-American Development Bank, the Asian Development Bank, the African
Development Bank, the United Nations and their agencies, affiliates and pension
plans, any other similar international organizations, their agencies, affiliates
and pension plans shall not constitute United States Securities Persons.
We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated: __________, _____
By:______________________________________________
As, or agent for, the beneficial owner(s)
of the Certificates to which this
certificate relates.
EXHIBIT G
FORM I OF TRANSFEREE CERTIFICATE
IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)
[Date]
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securitization Trust Services Group--
Greenwich Capital Commercial Funding Corp., Series 2005-GG3
Re: Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3, Commercial Mortgage
Pass-Through Certificates, Series 2005-GG3, Class _____,
having an initial aggregate [Certificate Principal Balance]
[Certificate Notional Amount] as of February 10, 2005 (the
"Issue Date") of $__________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of February 10, 2005, between Greenwich
Capital Commercial Funding Corp., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer, GMAC Commercial Mortgage Corporation, as
Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO
Bank N.V., as Fiscal Agent. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Trustee and the
Depositor, that:
1. The Transferee is not (a) an employee benefit plan subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code"), or a governmental plan (as defined in Section 3(32) of
ERISA) subject to any federal, state or local law ("Similar Law") which is, to a
material extent, similar to the foregoing provisions of ERISA or the Code (each
a "Plan") or (b) a person acting on behalf of or using the assets of any such
Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by such a Plan or Plans and the application of
Department of Labor Regulation ss. 2510.3-101), other than, except in the case
of a Residual Interest Certificate, an insurance company using the assets of its
general account under circumstances whereby the purchase and holding of
Privately Offered Certificates by such insurance company would be exempt from
the prohibited transaction provisions of ERISA and the Code under Sections I and
III of Prohibited Transaction Class Exemption 95-60.
2. Except in the case of the Residual Interest Certificates, which may not be
transferred to a Plan or any person acting on behalf of or using the assets of a
Plan, the Transferee understands that if the Transferee is a Person referred to
in 1(a) or (b) above, such Transferee is required to provide to the Certificate
Registrar an opinion of counsel in form and substance satisfactory to the
Certificate Registrar and the Depositor to the effect that the acquisition and
holding of such Certificate by such Transferee or transferee will not constitute
or result in a non-exempt "prohibited transaction" within the meaning of ERISA,
Section 4975 of the Code or any Similar Law, and will not subject the Trustee,
the Certificate Registrar, the Master Servicer, the Special Servicer, the
Initial Purchaser or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such
Similar Law) in addition to those set forth in the Pooling and Servicing
Agreement, which Opinion of Counsel shall not be at the expense of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Initial
Purchaser, the Certificate Registrar or the Trust Fund.
IN WITNESS WHEREOF, the Transferee hereby executes this ERISA representation
letter on the ___ day of [______________], 20[__].
Very truly yours,
_______________________________________
[The Transferee]
By: _________________________________
Name:
Title:
EXHIBIT H-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
REGARDING RESIDUAL INTEREST CERTIFICATES
TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(a)(6)(A) and 860E(e)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
Re: Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3, Commercial Mortgage
Pass-Through Certificates, Series 2005-GG3 (the
"Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of
February 10, 2005, among Greenwich Capital Commercial Funding
Corp. as Depositor, GMAC Commercial Mortgage Corporation as
Master Servicer, GMAC Commercial Mortgage Corporation as
Special Servicer, LaSalle Bank National Association as Trustee
and ABN AMRO Bank N.V. as Fiscal Agent
--------------------------------------------------------------
STATE OF )
) ss.: ____________________
COUNTY OF )
I, _________________________, under penalties of perjury, declare
that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:
1. I am a __________________________ of ____________________________
(the "Purchaser"), on behalf of which I have the authority to make this
affidavit.
2. The Purchaser is acquiring [Class R-I] [Class R-II] Certificates
representing ________% of the residual interest in each of two real estate
mortgage investment conduits (a "REMIC") designated as ["REMIC I"] ["REMIC II"],
[respectively], relating to the Certificates for which an election is to be made
under Section 860D of the Internal Revenue Code of 1986 (the "Code").
3. The Purchaser is not a "Disqualified Organization" (as defined
below), and that the Purchaser is not acquiring the [Class R-I] [Class R-II]
Certificates for the account of, or as agent or nominee of, or with a view to
the transfer of direct or indirect record or beneficial ownership thereof, to a
Disqualified Organization. For the purposes hereof, a Disqualified Organization
is any of the following: (i) the United States, (ii) any state or political
subdivision thereof, (iii) any foreign government, (iv) any international
organization, (v) any agency or instrumentality of any of the foregoing, (vi)
any tax-exempt organization (other than a cooperative described in Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
unless such organization is subject to the tax imposed by Section 511 of the
Code, (vii) any organization described in Section 1381(a)(2)(C) of the Code, or
(viii) any other entity designated as a "disqualified organization" by relevant
legislation amending the REMIC Provisions and in effect at or proposed to be
effective as of the time of determination. In addition, a corporation will not
be treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities are subject to tax
(except for the Federal Home Loan Mortgage Corporation) and a majority of its
board of directors is not selected by such governmental unit. The terms "United
States" and "international organization" shall have the meanings set forth in
Section 7701 of the Code.
4. The Purchaser is not a foreign permanent establishment or a fixed
base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.
5. The Purchaser will not cause the income from the [Class R-I]
[Class R-II] Certificates to be attributable to a foreign permanent
establishment or fixed base (within the meaning of any applicable income tax
treaty between the United States and any foreign jurisdiction) of a United
States Tax Person.
6. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
[Class R-I] [Class R-II] Certificates to a Disqualified Organization.
7. No purpose of the acquisition of the [Class R-I] [Class R-II]
Certificates is to impede the assessment or collection of tax.
8. Check one of the following:
[_] The present value of the anticipated tax liabilities associated with
holding the [Class R-I] [Class R-II] Certificate does not exceed the sum of:
(i) the present value of any consideration given to the Purchaser
to acquire such [Class R-I] [Class R-II] Certificate;
(ii) the present value of the expected future distributions on such
[Class R-I] [Class R-II] Certificate; and
(iii) the present value of the anticipated tax savings associated
with holding such [Class R-I] [Class R-II] Certificate as the
related REMIC generates losses.
For purposes of this calculation, (i) the Purchaser is
assumed to pay tax at the highest rate currently
specified in Section 11(b) of the Code (but the tax rate
in Section 55(b)(1)(B) of the Code may be used in lieu
of the highest rate specified in Section 11(b) of the
Code if the Purchaser has been subject to the
alternative minimum tax under Section 55 of the Code in
the preceding two years and will compute its taxable
income in the current taxable year using the alternative
minimum tax rate) and (ii) present values are computed
using a discount rate equal to the short-term Federal
rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by
the Purchaser.
[_] The transfer of the [Class R-I] [Class R-II] Certificates comply with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,
(i) the Purchaser is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the [Class R-I] [Class R-II] Certificates will
only be taxed in the United States;
(ii) at the time of the transfer, and at the close of the
Purchaser's two fiscal years preceding the year of the
transfer, the Purchaser had gross assets for financial
reporting purposes (excluding any obligation of a person
related to the Purchaser within the meaning of U.S. Treasury
Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
million and net assets in excess of $10 million;
(iii) the Purchaser will transfer the [Class R-I] [Class R-II]
Certificates only to another "eligible corporation," as
defined in U.S. Treasury Regulations Section
1.860E-1(c)(6)(i), in a transaction that satisfies the
requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and
(iv) the Purchaser determined the consideration paid to it to
acquire the [Class R-I] [Class R-II] Certificates based on
reasonable market assumptions (including, but not limited to,
borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax rates
and other factors specific to the Purchaser) that it has
determined in good faith.
[_] None of the above.
9. [Check the statement that applies]
[_] The Purchaser is a "United States person" as defined in Section 7701(a) of
the Code and the regulations promulgated thereunder (the Purchaser's U.S.
taxpayer identification number is __________). The Purchaser is not classified
as a partnership under the Code (or, if so classified, all of its beneficial
owners are United States persons);
or
[_] The Purchaser is not a United States person. However, the Purchaser:
(a) conducts a trade or business within the United
States and, for purposes of Treasury regulation section
1.860G-3(a)(3), is subject to tax under Section 882 of the
Code;
(b) understands that, for purposes of Treasury
regulation section 1.860E-1(c)(4)(ii), as a holder of a [Class
R-I] [Class R-II] Certificate for United States federal income
tax purposes, it may incur tax liabilities in excess of any
cash flows generated by such [Class R-I] [Class R-II]
Certificate;
(c) intends to pay the taxes associated with holding a
[Class R-I] [Class R-II] Certificate;
(d) is not classified as a partnership under the Code
(or, if so classified, all of its beneficial owners either
satisfy clauses (a), (b) and (c) of this sentence or are
United States persons); and
(e) has furnished the Transferor and the Trustee with an
effective IRS Form W-8ECI or successor form and will update
such form as may be required under the applicable Treasury
regulations.
9. The Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the
future and the Purchaser intends to pay taxes associated with
holding the [Class R-I] [Class R-II] Certificates as they become
due.
10. The Purchaser understands that it may incur tax
liabilities with respect to the [Class R-I] [Class R-II]
Certificates in excess of any cash flows generated by such
Certificates.
11. The Purchaser will not transfer the [Class R-I]
[Class R-II] Certificates to any person or entity as to which the
Purchaser has not received an affidavit substantially in the form of
this affidavit or to any person or entity as to which the Purchaser
has actual knowledge that the requirements set forth in paragraphs
3, 4, 5, 7 or 9 hereof are not satisfied, or to any person or entity
with respect to which the Purchaser has not (at the time of such
transfer) satisfied the requirements under the Code to conduct a
reasonable investigation of the financial condition of such person
or entity (or its current beneficial owners if such person or entity
is classified as a partnership under the Code).
12. The Purchaser agrees to such amendments of the
Pooling and Servicing Agreement as may be required to further
effectuate the prohibition against transferring the [Class R-I]
[Class R-II] Certificates to a Disqualified Organization, an agent
thereof or a person that does not satisfy the requirements of
paragraphs 4, 5, 7 and 9.
13. The Purchaser consents to the designation of the
Trustee as the agent of the Tax Matters Person of [REMIC I] [REMIC
II] pursuant to Section 10.01(d) of the Pooling and Servicing
Agreement.
Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf by its duly authorized officer this ___ day of
__________________.
By: _____________________________
Name:
Title:
Personally appeared before me ___________________________, known or
proved to me to be the same person who executed the foregoing instrument and to
be a_______________________ of the Purchaser, and acknowledged to me that he/she
executed the same as his/her free act and deed and as the free act and deed of
the Purchaser.
Subscribed and sworn before me this
____ day of _______________.
____________________________________
Notary Public
EXHIBIT H-2
FORM OF TRANSFEROR CERTIFICATE
REGARDING RESIDUAL INTEREST CERTIFICATES
[Date]
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securitization Trust Services Group--
Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3
Re: Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3, Commercial Mortgage
Pass-Through Certificates, Series 2005-GG3 (the
"Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] Certificates evidencing a ____% Percentage Interest in
such Class (the "Residual Interest Certificates"). The Certificates, including
the Residual Interest Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of February 10, 2005 (the "Pooling and Servicing
Agreement"), among Greenwich Capital Commercial Funding Corp., as depositor,
GMAC Commercial Mortgage Corporation, as master servicer, GMAC Commercial
Mortgage Corporation, as special servicer, LaSalle Bank National Association, as
trustee and ABN AMRO Bank N.V., as fiscal agent. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:
1. No purpose of the Transferor relating to the transfer of
the Residual Interest Certificates by the Transferor to the
Transferee is or will be to impede the assessment or collection of
any tax.
2. The Transferor understands that the Transferee has
delivered to you a Transfer Affidavit and Agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit H-1. The
Transferor does not know or believe that any representation
contained therein is false.
3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the
Transferee (or the beneficial owners of the Transferee if it is
classified as a partnership under the Code) as contemplated by
Treasury regulation section 1.860E-1(c)(4)(i) and, as a result of
that investigation, the Transferor has determined that the
Transferee has historically paid its debts as they became due and
has found no significant evidence to indicate that the Transferee
will not continue to pay its debts as they become due in the future.
The Transferor understands that the transfer of the Residual
Interest Certificates may not be respected for United States income
tax purposes (and the Transferor may continue to be liable for
United States income taxes associated therewith) unless the
Transferor has conducted such an investigation.
Very truly yours,
____________________________________
(Transferor)
By: __________________________________
Name:
Title:
EXHIBIT I-1
FORM OF NOTICE AND ACKNOWLEDGEMENT
[Date]
Standard & Poor's Ratings Services
a division of The XxXxxx-Xxxx Companies, Inc.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Commercial Surveillance Department
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement, dated as of February 10, 2005 and relating to
Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3,
Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 (the
"Agreement"). Capitalized terms used but not otherwise defined herein shall have
respective meanings assigned to them in the Agreement.
Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
________________ to serve as the Special Servicer under the Agreement.
The designation of __________________ as Special Servicer will
become final if certain conditions are met and you deliver to _________________,
the trustee under the Agreement (the "Trustee"), written confirmation that if
the person designated to become the Special Servicer were to serve as such, such
event would not result in the qualification, downgrade or withdrawal of the
rating or ratings assigned by you to one or more Classes of the Certificates.
Accordingly, such confirmation is hereby requested as soon as possible.
Please acknowledge receipt of this notice by signing the enclosed
copy of this notice where indicated below and returning it to the Trustee, in
the enclosed stamped self-addressed envelope.
Very truly yours,
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By: __________________________________
Name:
Title:
Receipt acknowledged:
STANDARD & POOR'S RATINGS SERVICES
By: ________________________________
Name:
Title:
Date:
XXXXX'X INVESTORS SERVICE, INC.
By: ________________________________
Name:
Title:
Date:
EXHIBIT I-2
FORM OF ACKNOWLEDGEMENT OF PROPOSED SPECIAL SERVICER
[Date]
[TRUSTEE]
[MASTER SERVICER]
[DEPOSITOR]
[FISCAL AGENT]
Re: Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3, Commercial Mortgage
Pass-Through Certificates, Series 2005-GG3
Ladies and Gentlemen:
Pursuant to Section 6.09 of the Pooling and Servicing Agreement,
dated as of February 10, 2005, relating to Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through
Certificates, Series 2005-GG3 (the "Agreement"), the undersigned hereby agrees
with all the other parties to the Agreement that the undersigned shall serve as
Special Servicer under, and as defined in, the Agreement. The undersigned hereby
acknowledges that, as of the date hereof, it is and shall be a party to the
Agreement and bound thereby to the full extent indicated therein in the capacity
of Special Servicer. The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section 3.24 of the Agreement, with
the following corrections with respect to type of entity and jurisdiction of
organization: ____________________.
_______________________________________
By: ________________________________
Name:
Title:
EXHIBIT J
RESERVED
EXHIBIT K
SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN
EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE
Midland Loan Services, Inc.
EXHIBIT L
FORM OF DEFEASANCE CERTIFICATION
FORM OF NOTICE AND CERTIFICATION
REGARDING DEFEASANCE OF MORTGAGE LOAN
For loans (a) having a balance of $20,000,000 or less or a balance
of less than 5% of outstanding pool balance, whichever is less)
or (b) that are not then one of the ten largest
(measured by unpaid principal balance) in the mortgage pool
To: Standard & Poor's Ratings Services
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Commercial Mortgage Surveillance
From: _____________________________________, in its capacity as master servicer
(the "Master Servicer") under the Pooling and Servicing Agreement dated as
of February 10, 2005 (the "Pooling and Servicing Agreement"), among
Greenwich Capital Commercial Funding Corp. as Depositor, the Master
Servicer, GMAC Commercial Mortgage Corporation as special servicer,
LaSalle Bank National Association as trustee (the "Trustee"), and ABN AMRO
Bank N.V. as fiscal agent.
Date: _________, 20___
Re: Greenwich Capital Commercial Funding Corp., Commercial
Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through
Certificates Series 2005-GG3
Mortgage loan (the "Mortgage Loan") identified by loan number _____
on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged [Property] [Properties] identified on
the Mortgage Loan Schedule by the following name[s]:____________________________
________________________________________________________________________________
Reference is made to the Pooling and Servicing Agreement described above.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.
As Master Servicer under the Pooling and Servicing Agreement, we hereby:
1. Notify you that the Mortgagor has consummated a defeasance of the
Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked
below:
____ a full defeasance of the payments scheduled to be due in
respect of the entire unpaid principal balance of the
Mortgage Loan; or
____ a partial defeasance of the payments scheduled to be due in
respect of a portion of the unpaid principal balance of the
Mortgage Loan that represents ___% of the entire unpaid
principal balance of the Mortgage Loan and, under the
Mortgage, has an allocated loan amount of $____________ or
_______% of the entire unpaid principal balance;
2. Certify as to each of the following, and any additional
explanatory notes set forth on Exhibit A hereto:
a. The Mortgage Loan documents permit the defeasance, and the
terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.
b. The defeasance was consummated on __________, 20__.
c. The defeasance collateral consists of securities that (i)
constitute "government securities" as defined in Section 2(a)(16) of the
Investment Company Act of 1940 as amended (15 U.S.C. 80a-1), (ii) are
listed as "Qualified Investments for `AAA' Financings" under Paragraphs 1,
2 or 3 of "Cash Flow Approach" in Standard & Poor's Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) are rated
`AAA' by Standard & Poor's, (iv) if they include a principal obligation,
provide for a predetermined fixed dollar amount of principal due at
maturity that cannot vary or change, and (v) are not subject to
prepayment, call or early redemption. Such securities have the
characteristics set forth below:
CUSIP RATE MAT PAY DATES ISSUED
----- ---- --- --------- ------
d. The Master Servicer received an opinion of counsel (from
counsel approved by Master Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.
e. The Master Servicer determined that the defeasance
collateral will be owned by an entity (the "Defeasance Obligor") as to
which one of the statements checked below is true:
____ the related Mortgagor was a Single-Purpose Entity (as
defined in Standard & Poor's Structured Finance Ratings
Real Estate Finance Criteria, as amended to the date of
the defeasance (the "S&P Criteria")) as of the date of
the defeasance, and after the defeasance owns no assets
other than the defeasance collateral and real property
securing Mortgage Loan included in the pool.
____ the related Mortgagor designated a Single-Purpose Entity
(as defined in the S&P Criteria) to own the defeasance
collateral; or
____ the Master Servicer designated a Single-Purpose Entity
(as defined in the S&P Criteria) established for the
benefit of the Trust to own the defeasance collateral.
f. The Master Servicer received a broker or similar
confirmation of the credit, or the accountant's letter described below
contained statements that it reviewed a broker or similar confirmation of
the credit, of the defeasance collateral to an Eligible Account (as
defined in the S&P Criteria) in the name of the Defeasance Obligor, which
account is maintained as a securities account by the Trustee acting as a
securities intermediary.
g. As securities intermediary, the Trustee is obligated to
make the scheduled payments on the Mortgage Loan from the proceeds of the
defeasance collateral directly to the Master Servicer's collection account
in the amounts and on the dates specified in the Mortgage Loan documents
or, in a partial defeasance, the portion of such scheduled payments
attributed to the allocated loan amount for the real property defeased,
increased by any defeasance premium specified in the Mortgage Loan
documents (the "Scheduled Payments").
h. The Master Servicer received from the Mortgagor written
confirmation from a firm of independent certified public accountants, who
were approved by the Master Servicer in accordance with the Servicing
Standard, stating that (i) revenues from principal and interest payments
made on the defeasance collateral (without taking into account any
earnings on reinvestment of such revenues) will be sufficient to timely
pay each of the Scheduled Payments after the defeasance including the
payment in full of the Mortgage Loan (or the allocated portion thereof in
connection with a partial defeasance) on its Maturity Date (or, in the
case of an ARD Loan, on its Anticipated Repayment Date or on the date when
any open prepayment period set forth in the related Mortgage Loan
documents commences), (ii) the revenues received in any month from the
defeasance collateral will be applied to make Scheduled Payments within
four (4) months after the date of receipt, and (iii) interest income from
the defeasance collateral to the Defeasance Obligor in any calendar or
fiscal year will not exceed such Defeasance Obligor's interest expense for
the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.
i. The Master Servicer received opinions from counsel, who
were approved by the Master Servicer in accordance with the Servicing
Standard, that (i) the agreements executed by the Mortgagor and/or the
Defeasance Obligor in connection with the defeasance are enforceable
against them in accordance with their terms, and (ii) the Trustee will
have a perfected, first priority security interest in the defeasance
collateral described above.
j. The agreements executed in connection with the defeasance
(i) permit reinvestment of proceeds of the defeasance collateral only in
Permitted Investments (as defined in the S&P Criteria), (ii) permit
release of surplus defeasance collateral and earnings on reinvestment to
the Defeasance Obligor or the Mortgagor only after the Mortgage Loan has
been paid in full, if any such release is permitted, (iii) prohibit any
subordinate liens against the defeasance collateral, and (iv) provide for
payment from sources other than the defeasance collateral or other assets
of the Defeasance Obligor of all fees and expenses of the securities
intermediary for administering the defeasance and the securities account
and all fees and expenses of maintaining the existence of the Defeasance
Obligor.
k. The entire unpaid principal balance of the Mortgage Loan as
of the date of defeasance was $___________. Such Mortgage Loan (a) has a
balance of $20,000,000 or less or a balance of less than 5% of outstanding
pool balance or (b) is not then one of the ten largest (measured by unpaid
principal balance) in the mortgage pool, in each such case, as of the date
of the most recent Distribution Date Statement received by us (the
"Current Report").
3. The defeasance described herein, together with all prior and
simultaneous defeasances of Mortgage Loans, brings the total of all fully and
partially defeased Mortgage Loans to $__________________, which is _____% of the
aggregate unpaid principal balance of the Mortgage Pool as of the date of the
Current Report.
4. Certify that Exhibit B hereto is a list of the material
agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in
connection with the defeasance described above and that originals or copies of
such agreements, instruments and opinions have been transmitted to the Trustee
for placement in the related Mortgage File or, to the extent not required to be
part of the related Mortgage File, are in the possession of the Master Servicer
as part of the Master Servicer's servicing file.
5. Certify and confirm that the determinations and certifications
described above were rendered in accordance with the Servicing Standard set
forth in, and the other applicable terms and conditions of, the Pooling and
Servicing Agreement; and
6. Certify that the individual under whose hand the Master Servicer
has caused this Notice and Certification to be executed did constitute a
Servicing Officer as of the date of the defeasance described above.
7. Agree to provide copies of all items listed in Exhibit B to you
upon request.
IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.
[MASTER SERVICER]
By: _______________________________________
Name:
Title:
EXHIBIT M-1
FORM OF TRUSTEE BACKUP CERTIFICATION
Re: Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3 (the "Trust") Commercial
Mortgage Pass-Through Certificates, Series 2005-GG3 (the
"Certificates")
-----------------------------------------------------------
Pursuant to Section 8.15 of the Pooling and Servicing Agreement,
dated as of February 10, 2005 (the "Pooling and Servicing Agreement"), between
Greenwich Capital Commercial Funding Corp. as depositor (the "Depositor"),
LaSalle Bank National Association as trustee (the "Trustee"), GMAC Commercial
Mortgage Corporation as master servicer (the "Master Servicer"), GMAC Commercial
Mortgage Corporation (the "Special Servicer") and ABN AMRO Bank N.V. as fiscal
agent, relating to the Certificates, the undersigned, a ____________________ of
the Trustee and on behalf of the Trustee, hereby certifies to the ____________
as the officer executing the subject certification pursuant to the
Xxxxxxxx-Xxxxx Act of 2002 (the "Certifying Person") and its partners,
representatives, affiliates, members, managers, directors, officers, employees
and agents, to the extent that the following information is within our normal
area of responsibilities and duties under the Pooling and Servicing Agreement,
and with the knowledge and intent that they will rely upon this certification,
that:
1. I have reviewed the annual report on Form 10-K for the
fiscal year _______, and all reports on Form 8-K filed in respect of
periods included in the year covered by that annual report, of the Trust;
2. To the best of my knowledge, and assuming the accuracy of
the statements required to be made in the Master Servicer Backup
Certification and in the Special Servicer Backup Certification (in each
case, to the extent that such statements are relevant to the statements
made in this Trustee Backup Certification), that the information in such
reports relating to distributions on and/or characteristics (including
Certificate Principal Balances, Notional Amounts and Pass-Through Rates)
of the Certificates, taken as a whole, does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading as of the last day of the period
covered by the subject annual report on Form 10-K;
3. To the best of my knowledge, the information in such
reports relating to distributions on and/or characteristics (including
Certificate Principal Balances, Notional Amounts and Pass-Through Rates)
of the Certificates includes all information of such type required to be
included in the Distribution Date Statement for the relevant period
covered by the subject annual report on Form 10-K; and
4. To the best of my knowledge, such information includes all
Servicer Reports provided to the Trustee by the Master Servicer and/or the
Special Servicer hereunder, which are required to be filed with the annual
report on Form 10-K for the fiscal year ____ and all reports on Form 8-K
for the fiscal year ____.
Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.
Date:
[NAME OF TRUSTEE]
By:_________________________________________
Name:
Title:
EXHIBIT M-2
FORM OF MASTER SERVICER BACKUP CERTIFICATION
TO BE PROVIDED TO DEPOSITOR
Re: Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3 (the "Trust") Commercial
Mortgage Pass-Through Certificates, Series 2005-GG3 (the
"Certificates")
-----------------------------------------------------------
I, [identify the certifying individual], a [title] of GMAC
Commercial Mortgage Corporation, certify to Greenwich Capital Commercial Funding
Corp. and their officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification in delivering the
Certification required by the Pooling and Servicing Agreement relating to the
Certificates (capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Pooling and Servicing Agreement), that:
1. I have reviewed the Servicer Reports relating to the Trust Fund delivered
by the Master Servicer to the Trustee covering the fiscal year [_______];
2. Based on my knowledge, the information in the Servicer Reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as
of the last day of the period covered by these Servicer Reports;
3. Based on my knowledge, the information required to be provided to the
Trustee by the Master Servicer under the Pooling and Servicing Agreement
for inclusion in the Servicing Reports to be filed by the Trustee is
included in the Servicer Reports delivered by the Servicer to the Trustee;
4. I am responsible for reviewing the activities performed by the Master
Servicer under the Pooling and Servicing Agreement and based upon my
knowledge and the annual compliance review required under section 3.14 of
the Pooling and Servicing Agreement with respect to the Master Servicer,
and except as disclosed in the compliance certificate delivered by the
Master Servicer under section 3.14 of the Pooling and Servicing Agreement,
the Servicer has fulfilled, in all material respects, its obligations
under the Pooling and Servicing Agreement; and
5. The accountant's statement delivered pursuant to section 3.15 of the
Pooling and Servicing Agreement discloses all significant deficiencies
relating to the Master Servicer's compliance with the minimum servicing
standards based upon the report provided by an independent public
accountant, after conducting a review in compliance with the Uniform
Single Attestation Program for Mortgage Bankers or similar procedure, as
set forth in the Pooling and Servicing Agreement.
Date:
[NAME OF MASTER SERVICER]
By:______________________________________
Name:
Title:
EXHIBIT M-3
FORM OF SPECIAL SERVICER BACKUP CERTIFICATION
TO BE PROVIDED TO DEPOSITOR
Re: Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3 (the "Trust") Commercial
Mortgage Pass-Through Certificates, Series 2004-GG1 (the
"Certificates")
-----------------------------------------------------------
I, ________________ a ____________________ of [NAME OF SPECIAL
SERVICER] ("[INSERT SHORT NAME]") on behalf of [INSERT SHORT NAME], as Special
Servicer, hereby certify to [Greenwich Capital Commercial Funding Corp. (the
"Depositor")] [or, if certifying person is not the Depositor, INSERT NAME OF
CERTIFYING PERSON] and its affiliates, members, managers, directors and
officers, to the extent that the following information is within the Special
Servicer's area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this
certification, that:
1. I am responsible for reviewing the activities performed by
the Special Servicer under the Pooling and Servicing Agreement, dated as
of February 10, 2005, relating to Greenwich Capital Commercial Funding
Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial
Mortgage Pass-Through Certificates, Series 2005-GG3 (the "Pooling and
Servicing Agreement"), and, based upon the review performed as required
under Section 3.13 of the Pooling and Servicing Agreement, and except as
disclosed on Schedule I hereto, the Special Servicer, to my knowledge, has
fulfilled its material obligations under the Pooling and Servicing
Agreement, including the provision of all reports, if any, required to be
submitted by the Special Servicer to the Master Servicer and the Trustee
thereunder, and that, to the knowledge of the Special Servicer, such
reports do not contain any material misstatements or omissions; and
2. I have disclosed to the Special Servicer's certified public
accountants all significant deficiencies, to my knowledge, relating to the
compliance by the Special Servicer with the minimum servicing standards in
accordance with a review conducted in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth
in the Pooling and Servicing Agreement.
Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.
Date:
[NAME OF SPECIAL SERVICER]
By:_______________________________________
Name:
Title:
EXHIBIT N
FORM OF [DIRECTING HOLDER] [CONTROLLING CLASS DIRECTING HOLDER]
[COMPANION LOAN NOTEHOLDER] CONFIDENTIALITY AGREEMENT
[Date]
[LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securitization Trust Services Group--Greenwich
Capital Commercial Funding Corp.,
as depositor, Commercial Mortgage Trust Series 2005-GG3]
[GMAC Commercial Mortgage Corporation
000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Greenwich Capital Commercial Funding Corp.,
as depositor, Commercial Mortgage Trust
Series 2005-GG3]
[GMAC Commercial Mortgage Corporation
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Greenwich Capital Commercial Funding Corp.,
as depositor, Commercial Mortgage Trust
Series 2005-GG3]
Re: Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3, Commercial Mortgage
Pass-Through Certificates, Series 2005-GG3
---------------------------------------------------------
In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of February 10, 2005 (the "Pooling and Servicing
Agreement"), between Greenwich Capital Commercial Funding Corp., as depositor
(the "Depositor"), GMAC Commercial Mortgage Corporation, as master servicer,
GMAC Commercial Mortgage Corporation, as special servicer, LaSalle Bank National
Association, as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal
agent, with respect to Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through
Certificates, Series 2005-GG3 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:
1. The undersigned is the [Directing Holder][Controlling Class
Directing Holder][Companion Loan Directing Holder for [ ] loan].
2. The undersigned will keep the information (the "Information")
obtained from time to time pursuant to the Pooling and Servicing Agreement
confidential, and such Information will not, without the prior written consent
of the [Trustee] [Master Servicer] [Special Servicer], be disclosed by the
undersigned or by its officers, directors, partners, employees, agents or
representatives (collectively, the "Representatives") in any manner whatsoever,
in whole or in part (other than for the purpose of communicating with the
Controlling Class); provided that the undersigned may provide all or any part of
the Information to any other person or entity that holds or is contemplating the
purchase of any Certificate or interest therein, but only if such person or
entity confirms in writing such ownership interest or prospective ownership
interest and agrees to keep it confidential.
4. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.
5. The undersigned shall be fully liable for any breach of this
agreement by itself or any of its Representatives and shall indemnify the
Depositor, the Trustee, the Master Servicer, the Special Servicer and the Trust
Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.
To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.
[DIRECTING HOLDER]
[CONTROLLING CLASS DIRECTING HOLDER]
[COMPANION LOAN NOTEHOLDER]
By: _____________________________________
Name:
Title:
____________________________________________
By: _____________________________________
Name:
Title:
