EXHIBIT 4
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GS MORTGAGE SECURITIES CORPORATION II,
Depositor,
WACHOVIA BANK, NATIONAL ASSOCIATION,
Master Servicer,
CWCAPITAL ASSET MANAGEMENT LLC,
Special Servicer,
and
XXXXX FARGO BANK, N.A.,
Trustee
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POOLING AND SERVICING AGREEMENT
Dated as of July 1, 2007
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Commercial Mortgage Pass-Through Certificates
Series 2007-GG10
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms...............................................
Section 1.02 Certain Calculations........................................
Section 1.03 Certain Constructions.......................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans................................
Section 2.02 Acceptance by Custodian and the Trustee.....................
Section 2.03 Mortgage Loan Sellers' Repurchase or Cures of Mortgage
Loans for Document Defects in Mortgage Files and
Breaches of Representations and Warranties..................
Section 2.04 Representations, Warranties and Covenants of the Master
Servicer....................................................
Section 2.05 Representations, Warranties and Covenants of the Special
Servicer....................................................
Section 2.06 Execution and Delivery of Certificates; Issuance of
Lower-Tier Regular Interests................................
Section 2.07 Miscellaneous REMIC Provisions..............................
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Master Servicer;
Administration of the Mortgage Loans........................
Section 3.02 Liability of the Master Servicer............................
Section 3.03 Collection of Certain Mortgage Loan Payments................
Section 3.04 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.............................................
Section 3.05 Collection Account; Upper-Tier Distribution Account;
Lower-Tier Distribution Account; Excess Liquidation
Proceeds Reserve Account....................................
Section 3.05A Whole Loan Custodial Account................................
Section 3.06 Permitted Withdrawals from the Collection Account...........
Section 3.06A Permitted Withdrawals from the Whole Loan Custodial
Account.....................................................
Section 3.07 Investment of Funds in the Collection Account, the REO
Account, the Interest Reserve Account, the Mortgagor
Accounts, the Excess Liquidation Proceeds Reserve
Account and Other Accounts..................................
Section 3.08 Maintenance of Insurance Policies and Errors and
Omissions and Fidelity Coverage.............................
Section 3.09 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Defeasance Provisions...........................
Section 3.10 Realization Upon Defaulted Mortgage Loans...................
Section 3.11 Trustee to Cooperate; Release of Mortgage Files.............
Section 3.12 Servicing Fees and Special Servicing Compensation...........
Section 3.13 Compensating Interest Payments..............................
Section 3.14 [Reserved]..................................................
Section 3.15 [Reserved]..................................................
Section 3.16 Access to Certain Documentation.............................
Section 3.17 Title and Management of REO Properties......................
Section 3.18 Sale of Defaulted Mortgage Loans and REO Properties.........
Section 3.19 Additional Obligations of the Master Servicer;
Inspections Obligation to Notify Ground Lessors;
Delivery of Certain Reports to the Companion Loan
Noteholder..................................................
Section 3.20 [Reserved]..................................................
Section 3.21 Lock-Box Accounts, Escrow Accounts..........................
Section 3.22 Property Advances...........................................
Section 3.23 Appointment of Special Servicer.............................
Section 3.24 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping............................
Section 3.25 Interest Reserve Account....................................
Section 3.26 Controlling Class Approvals.................................
Section 3.27 Modifications, Waivers and Amendments.......................
Section 3.28 Additional Obligations with Respect to Certain Mortgage
Loans.......................................................
Section 3.29 Certain Matters Relating to the Non-Serviced Mortgage
Loan........................................................
Section 3.30 Additional Matters Regarding Advance Reimbursement..........
Section 3.31 Serviced Companion Loan Intercreditor Matters...............
Section 3.32 Additional Matters with Respect to the Joint Loans..........
Section 3.33 Certain Additional Matters relating to the 0000 00xx
Xxxxxx Whole Loan...........................................
ARTICLE IV
DISTRIBUTIONS TO CERTIFICATEHOLDERS
Section 4.01 Distributions...............................................
Section 4.02 Statements to Certificateholders; Certain Reports by the
Master Servicer and the Special Servicer....................
Section 4.03 Compliance with Withholding Requirements....................
Section 4.04 REMIC Compliance............................................
Section 4.05 Imposition of Tax on the Trust Fund.........................
Section 4.06 Remittances; P&I Advances...................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates............................................
Section 5.02 Registration, Transfer and Exchange of Certificates.........
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates...........
Section 5.04 Appointment of Paying Agent.................................
Section 5.05 Access to Certificateholders' Names and Addresses...........
Section 5.06 Actions of Certificateholders...............................
Section 5.07 Authenticating Agent........................................
Section 5.08 Appointment of Custodians...................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER
Section 6.01 Liability of the Depositor, the Master Servicer and the
Special Servicer............................................
Section 6.02 Merger or Consolidation of the Master Servicer and the
Special Servicer............................................
Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer and Others...................
Section 6.04 Limitation on Resignation of the Master Servicer or
Special Servicer............................................
Section 6.05 Rights of the Depositor, the Trustee and the Companion
Loan Noteholders in Respect of the Master Servicer and
Special Servicer............................................
Section 6.06 Master Servicer or Special Servicer as Owner of a
Certificate.................................................
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 Other Remedies of Trustee...................................
Section 7.05 Waiver of Past Events of Default; Termination...............
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee...........................................
Section 8.02 Certain Matters Affecting the Trustee.......................
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.......
Section 8.04 Trustee May Own Certificates................................
Section 8.05 Payment of Trustee Fees and Expenses; Indemnification.......
Section 8.06 Eligibility Requirements for Trustee........................
Section 8.07 Resignation and Removal of the Trustee......................
Section 8.08 Successor Trustee...........................................
Section 8.09 Merger or Consolidation of Trustee..........................
Section 8.10 Appointment of Co-Trustee or Separate Trustee...............
Section 8.11 Controlling Certificateholders and Controlling Class
Representative..............................................
ARTICLE IX
TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
Section 9.01 Termination; Optional Mortgage Loan Purchase................
ARTICLE X
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 10.01 Intent of the Parties; Reasonableness.......................
Section 10.02 Succession; Subcontractors..................................
Section 10.03 Filing Obligations..........................................
Section 10.04 Form 10-D Filings...........................................
Section 10.05 Form 10-K Filings...........................................
Section 10.06 Xxxxxxxx-Xxxxx Certification................................
Section 10.07 Form 8-K Filings............................................
Section 10.08 Form 15 Filing..............................................
Section 10.09 Annual Compliance Statements................................
Section 10.10 Annual Reports on Assessment of Compliance with
Servicing Criteria..........................................
Section 10.11 Annual Independent Public Accountants' Servicing Report.....
Section 10.12 Indemnification.............................................
Section 10.13 Amendments..................................................
Section 10.14 Regulation AB Notices.......................................
Section 10.15 Certain Matters Relating to the Future Securitization of
the Serviced Pari Passu Companion Loans.....................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Counterparts................................................
Section 11.02 Limitation on Rights of Certificateholders..................
Section 11.03 Governing Law...............................................
Section 11.04 Notices.....................................................
Section 11.05 Severability of Provisions..................................
Section 11.06 Notice to the Depositor and Each Rating Agency..............
Section 11.07 Amendment...................................................
Section 11.08 Confirmation of Intent......................................
Section 11.09 Third-Party Beneficiaries...................................
Section 11.10 Request by Certificateholders or Companion Loan
Noteholders.................................................
TABLE OF EXHIBITS
Exhibit A-1 Form of Class A-1 Certificate
Exhibit A-2 Form of Class A-2 Certificate
Exhibit A-3 Form of Class A-3 Certificate
Exhibit A-4 Form of Class A-AB Certificate
Exhibit A-5 Form of Class A-4 Certificate
Exhibit A-6 Form of Class A-1A Certificate
Exhibit A-7 Form of Class A-M Certificate
Exhibit A-8 Form of Class A-J Certificate
Exhibit A-9 Form of Class X Certificate
Exhibit A-10 Form of Class B Certificate
Exhibit A-11 Form of Class C Certificate
Exhibit A-12 Form of Class D Certificate
Exhibit A-13 Form of Class E Certificate
Exhibit A-14 Form of Class F Certificate
Exhibit A-15 Form of Class G Certificate
Exhibit A-16 Form of Class H Certificate
Exhibit A-17 Form of Class J Certificate
Exhibit A-18 Form of Class K Certificate
Exhibit A-19 Form of Class L Certificate
Exhibit A-20 Form of Class M Certificate
Exhibit A-21 Form of Class N Certificate
Exhibit A-22 Form of Class O Certificate
Exhibit A-23 Form of Class P Certificate
Exhibit A-24 Form of Class Q Certificate
Exhibit A-25 Form of Class S Certificate
Exhibit A-26 Form of Class R Certificate
Exhibit A-27 Form of Class LR Certificate
Exhibit B Mortgage Loan Schedule
Exhibit B-1 Tenants-in-Common Loan Schedule
Exhibit C-1 Form of Transferee Affidavit
Exhibit C-2 Form of Transferor Letter
Exhibit D-1 Form of Investment Representation Letter
Exhibit D-2 Form of ERISA Representation Letter
Exhibit E Form of Request for Release
Exhibit F Securities Legend
Exhibit G Form of Statement to Certificateholders
Exhibit H [Reserved]
Exhibit I-1 Form of Regulation S Transfer Certificate for Transfers
during Restricted Period
Exhibit I-2 Form of Regulation S Transfer Certificate for Transfers
after Restricted Period
Exhibit J Form of Transfer Certificate for Exchange or Transfer from
Rule 144A Global Certificate to Regulation S Global
Certificate during the Restricted Period
Exhibit K Form of Transfer Certificate for Exchange or Transfer from
Rule 144A Global Certificate to Regulation S Global
Certificate after the Restricted Period
Exhibit L Form of Transfer Certificate for Exchange or Transfer from
Regulation S Global Certificate to Rule 144A Global
Certificate during the Restricted Period
Exhibit M Form of Transfer Certificate for Regulation S Global
Certificate during Restricted Period
Exhibit N Form Certification to be Provided with Form 10-K
Exhibit O-1 Form of Investor Certification
Exhibit O-2 Form of Confidentiality Agreement
Exhibit P-1 Form of Certification to be Provided to Depositor by the
Trustee
Exhibit P-2 Form of Certification to be Provided to Depositor by the
Master Servicer
Exhibit P-3 Form of Certification to be Provided to Depositor by the
Special Servicer
Exhibit Q Trustee Certification/Exception Report
Exhibit R Form of Notice to Other Master Servicer
Exhibit S Supplemental Servicer Schedule
Exhibit T Servicing Criteria to be Addressed in Assessment of
Compliance
Exhibit U Additional Form 10-D Disclosure
Exhibit V Additional Form 10-K Disclosure
Exhibit W Form 8-K Disclosure
Exhibit X Form of Additional Disclosure Information
Exhibit Y Servicing and Subservicing Agreements
Schedule I Broker Strip Loan
Schedule II Class A-AB Planned Principal Balance Schedule
Pooling and Servicing Agreement, dated as of July 1, 2007, among GS
Mortgage Securities Corporation II, as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer and Xxxxx Fargo Bank, N.A., as Trustee.
PRELIMINARY STATEMENT:
(Terms used but not defined in this Preliminary
Statement shall have the meanings
specified in Article I hereof)
The Depositor intends to sell pass-through certificates to be issued
hereunder in multiple classes which in the aggregate will evidence the entire
beneficial ownership interest in the Trust Fund consisting primarily of the
Mortgage Loans. As provided herein, the Trustee will elect that two segregated
portions of the Trust Fund be treated for federal income tax purposes as two
separate REMICs (each, a "Trust REMIC" or, in the alternative, the "Upper-Tier
REMIC" and the "Lower-Tier REMIC," respectively). The Class X-0, Xxxxx X-0,
Class A-3, Class A-AB, Class A-4, Class A-1A, Class X, Class A-M, 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, Class P, Class Q and Class S Certificates
represent "regular interests" in the Upper-Tier REMIC. The Class R Certificates
constitute the sole class of "residual interests" in the Upper-Tier REMIC for
purposes of the REMIC Provisions. The Class LR Certificates constitute the sole
class of "residual interests" in the Lower-Tier REMIC for purposes of the REMIC
Provisions. There are also 24 classes of uncertificated Lower-Tier Regular
Interests issued under this Agreement (the Class XX-0, Xxxxx XX-0, Class LA-3,
Class LA-AB, Class LA-4, Class LA-1A, Class LA-M, Class LA-J, Class LB, Class
LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ, Class LK, Class
LL, Class LM, Class LN, Class LO, Class LP, Class LQ and Class LS Interests),
each of which will constitute a regular interest in the Lower-Tier REMIC. All
such Lower-Tier Regular Interests will be held by the Trustee as assets of the
Upper-Tier REMIC.
UPPER-TIER REMIC
The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class
Q, Class S and Class X Certificates will evidence "regular interests" in the
Upper-Tier REMIC created hereunder. The sole Class of "residual interests" in
the Upper-Tier REMIC created hereunder will be evidenced by the Class R
Certificates.
The following table sets forth the designation, the approximate
pass-through rate (the "Pass-Through Rate"), the aggregate initial principal
amount (the "Original Certificate Principal Amount") or Notional Amount
("Original Notional Amount"), as applicable, and the initial ratings given each
Class by the Rating Agencies (the "Original Ratings") for each Class of
Certificates comprising the interests in the Upper-Tier REMIC created hereunder:
Approximate
Initial Original Original Ratings
Related Pass-Through Rate Certificate S&P/Xxxxx'x/Fitch
Certificate (per annum)(1) Principal Amount (2)
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Class A-1(3) 5.690% $ 75,000,000 AAA/Aaa/AAA
Class A-2(3) 5.778%(4) $ 725,300,000 AAA/Aaa/AAA
Class A-3(3) 5.993%(5) $ 246,609,000 AAA/Aaa/AAA
Class A-AB(3) 5.993%(5) $ 72,000,000 AAA/Aaa/AAA
Class A-4(3) 5.993%(5) $3,661,032,000 AAA/Aaa/AAA
Class A-1A(3) 5.993%(5) $ 514,000,000 AAA/Aaa/AAA
Class A-M 5.993%(5) $ 756,277,000 AAA/Aaa/AAA
Class A-J 5.993%(5) $ 519,941,000 AAA/Aaa/AAA
Class B 5.993%(5) $ 75,628,000 AA+/Aa1/AA+
Class C 5.993%(5) $ 94,535,000 AA/Aa2/AA
Class D 5.993%(5) $ 56,720,000 AA-/Aa3/AA-
Class E 5.993%(5) $ 56,721,000 A+/A1/A+
Class F 5.993%(5) $ 75,628,000 A/A2/A
Class G 5.993%(5) $ 75,628,000 A-/A3/A-
Class H 5.993%(5) $ 103,988,000 BBB+/Baa1/BBB+
Class J 5.993%(5) $ 94,534,000 BBB/Baa2/BBB
Class K 5.993%(5) $ 75,628,000 BBB-/Baa3/BBB-
Class L 5.657%(4) $ 37,814,000 BB+/Ba1/BB+
Class M 5.657%(4) $ 18,907,000 BB/Ba2/BB
Class N 5.657%(4) $ 28,360,000 BB-/Ba3/BB-
Class O 5.657%(4) $ 18,907,000 B+/B1/B+
Class P 5.657%(4) $ 18,907,000 B/B2/B
Class Q 5.657%(4) $ 18,907,000 B-/B3/B-
Class S 5.657%(4) $ 141,802,702 NR/NR/NR
Class X 0.036%(6) $7,562,773,702(7) AAA/Aaa/AAA
Class R None (8) NR/NR/NR
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(1) Approximate, subject to a variance of plus or minus 5%.
(2) The Certificates marked with "NR" have not been rated by the applicable
Rating Agency.
(3) For purposes of making distributions to the Class A-1, Class X-0, Xxxxx
X-0, Class A-AB, Class A-4 and Class A-1A Certificates, the pool of
Mortgage Loans will be deemed to consist of two distinct Loan Groups, Loan
Group 1 and Loan Group 2.
(4) For any Distribution Date, the Pass-Through Rate on the Class A-2
Certificates will be equal to 5.778% per annum, subject to a maximum
Pass-Through Rate equal to the WAC Rate. For any Distribution Date, the
Pass-Through Rate on the Class L, Class M, Class N, Class O, Class P,
Class Q and Class S Certificates will be 5.657% per annum, subject to a
maximum Pass-Through Rate equal to the WAC Rate.
(5) For any Distribution Date, the Pass-Through Rate on the Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J and Class K Certificates
will be a per annum rate equal to the WAC Rate.
(6) The Pass-Through Rate for the Class X Certificates will be calculated in
accordance with the definition of "Class X Pass-Through Rate."
(7) The Class X Certificates will not have a Certificate Principal Amount;
rather, such Class of Certificates will accrue interest as provided herein
on the related Class X Notional Amount.
(8) The Class R Certificates do not have a Certificate Principal Amount or
Notional Amount, do not bear interest and will not be entitled to
distributions of Yield Maintenance Charges. 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
and Class LR Certificates.
The following table sets forth the Class or Component designation,
the corresponding Lower-Tier Regular Interest (the "Corresponding Lower-Tier
Regular Interest"), the Corresponding Components of the Class X Certificates and
the Original Class Principal Balance for each Class of Sequential Pay
Certificates (the "Corresponding Certificates").
Corresponding
Corresponding Original Component
Original Class Lower-Tier Lower-Tier of Class X
Corresponding Principal Regular Principal Certificates
Certificates Balance Interest (1) Balance (1)
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Class A-1 $ 75,000,000 LA-1 $ 75,000,000 X-A-1
Class A-2 $ 725,300,000 LA-2 $ 725,300,000 X-A-2
Class A-3 $ 246,609,000 LA-3 $ 246,609,000 X-A-3
Class A-AB $ 72,000,000 LA-AB $ 72,000,000 X-A-AB
Class A-4 $3,661,032,000 LA-4 $3,661,032,000 X-A-4
Class A-1A $ 514,000,000 LA-1A $ 514,000,000 X-A-1A
Class A-M $ 756,277,000 LA-M $ 756,277,000 X-A-M
Class A-J $ 519,941,000 LA-J $ 519,941,000 X-A-J
Class B $ 75,628,000 LB $ 75,628,000 X-B
Class C $ 94,535,000 LC $ 94,535,000 X-C
Class D $ 56,720,000 LD $ 56,720,000 X-D
Class E $ 56,721,000 LE $ 56,721,000 X-E
Class F $ 75,628,000 LF $ 75,628,000 X-F
Class G $ 75,628,000 LG $ 75,628,000 X-G
Class H $ 103,988,000 LH $ 103,988,000 X-H
Class J $ 95,534,000 LJ $ 95,534,000 X-J
Class K $ 75,628,000 LK $ 75,628,000 X-K
Class L $ 37,814,000 LL $ 37,814,000 X-L
Class M $ 18,907,000 LM $ 18,907,000 X-M
Class N $ 28,360,000 LN $ 28,360,000 X-N
Class O $ 18,907,000 LO $ 18,907,000 X-O
Class P $ 18,907,000 LP $ 18,907,000 X-P
Class Q $ 18,907,000 LQ $ 18,907,000 X-Q
Class S $ 141,802,702 LS $ 141,802,702 X-S
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(1) The Lower-Tier Regular Interest and the Component of the Class X
Certificates that correspond to any particular Class of Sequential Pay
Certificates also correspond to each other and, accordingly, constitute
the "Corresponding Lower-Tier Regular Interest" and the "Corresponding
Component," respectively, with respect to each other. The interest rate of
each Lower-Tier Regular Interest is the WAC Rate.
The Class R and Class LR Certificates do not have Certificate
Principal Amounts or Notional Amounts. The Certificate Principal Amount of any
Class of Certificates outstanding at any time represents the maximum amount
which holders thereof are entitled to receive as distributions allocable to
principal from the cash flow on the Mortgage Loans and the other assets in the
Trust Fund; provided, however, that in the event that amounts previously
allocated as Realized Losses to a Class of Certificates in reduction of the
Certificate Principal Amount thereof are recovered subsequent to the reduction
of the Certificate Principal Amount of such Class to zero, such Class may
receive distributions in respect of such recoveries in accordance with the
priorities set forth in Section 4.01. As of the Cut-Off Date, the Mortgage Loans
have an aggregate Stated Principal Balance equal to approximately
$6,929,391,000.
(i) Seventeen (17) Mortgage Loans: the 000 Xxxxx Xxxx Xxxxxx
Mortgage Loan, the Disney Building Mortgage Loan, the Xxxxxxxx Xxxxx Mortgage
Loan, the Xxxxxxx Anaheim Portfolio Mortgage Loan, the 0000 00xx Xxxxxx Mortgage
Loan, the Crescent Mortgage Loan, the Wharf at Rivertown Mortgage Loan, the
Lakeside at White Oak Mortgage Loan, the Xxxxxxx Office Center Mortgage Loan,
the Commonwealth Square Mortgage Loan, the Green Road Mortgage Loan, the Crown
Pointe/Xxxxxx Xxxx Mortgage Loan, the 9th Street Marketplace Mortgage Loan, the
Homewood Suites Mortgage Loan, the Festival Foods Mortgage Loan, the JMS
Portfolio Mortgage Loan and the Berkshire Office Building Mortgage Loan
(collectively, together with the related Companion Loans, the "Whole Loans")
represent one of the mortgage loans in their respective Whole Loan. Sixteen (16)
of these Whole Loans, the 000 Xxxxx Xxxx Xxxxxx Mortgage Loan, the Disney
Building Mortgage Loan, the Xxxxxxx Anaheim Portfolio Mortgage Loan, the 0000
00xx Xxxxxx Mortgage Loan, the Crescent Mortgage Loan, the Wharf at Rivertown
Mortgage Loan, the Lakeside at White Oak Mortgage Loan, the Xxxxxxx Office
Center Mortgage Loan, the Commonwealth Square Mortgage Loan, the Green Road
Mortgage Loan, the Crown Pointe/Xxxxxx Xxxx Mortgage Loan, the 9th Street
Marketplace Mortgage Loan, the Homewood Suites Mortgage Loan, the Festival Foods
Mortgage Loan, the JMS Portfolio Mortgage Loan and the Berkshire Office Building
Mortgage Loan, will be serviced and administered under this Agreement:
(ii) The 000 Xxxxx Xxxx Xxxxxx Mortgage Loan and the 000 Xxxxx Xxxx
Xxxxxx Subordinate Companion Loan are part of a split loan structure whereby the
000 Xxxxx Xxxx Xxxxxx Mortgage Loan is senior to the 000 Xxxxx Xxxx Xxxxxx
Subordinate Companion Loan. The 000 Xxxxx Xxxx Xxxxxx Mortgage Loan and the 000
Xxxxx Xxxx Xxxxxx Subordinate Companion Loan will be serviced and administered
in accordance with this Agreement.
(iii) The Disney Building Mortgage Loan and the Disney Building
Subordinate Companion Loan are part of a split loan structure whereby the Disney
Building Mortgage Loan is senior to the Disney Building Subordinate Companion
Loan. The Disney Building Mortgage Loan and the Disney Building Subordinate
Companion Loan will be serviced and administered in accordance with this
Agreement.
(iv) The Xxxxxxx Anaheim Portfolio Mortgage Loan and the Xxxxxxx
Anaheim Portfolio Subordinate Companion Loan are part of a split loan structure
whereby the Xxxxxxx Anaheim Portfolio Mortgage Loan is senior to the Xxxxxxx
Anaheim Portfolio Subordinate Companion Loan. The Xxxxxxx Anaheim Portfolio
Mortgage Loan and the Xxxxxxx Anaheim Portfolio Subordinate Companion Loan will
be serviced and administered in accordance with this Agreement.
(v) The 0000 00xx Xxxxxx Mortgage Loan and the 0000 00xx Xxxxxx
Subordinate Companion Loan are part of a split loan structure whereby the 0000
00xx Xxxxxx Mortgage Loan is senior to the 0000 00xx Xxxxxx Subordinate
Companion Loan; provided, that a portion of the 0000 00xx Xxxxxx Subordinate
Companion Loan may become a 0000 00xx Xxxxxx Pari Passu Companion Loan pursuant
to the terms of the related Loan Documents and the 0000 00xx Xxxxxx
Intercreditor Agreement, and such 0000 00xx Xxxxxx Pari Passu Companion Loan
will be pari passu with the 0000 00xx Xxxxxx Mortgage Loan and senior to the
0000 00xx Xxxxxx Subordinate Companion Loan. The 0000 00xx Xxxxxx Mortgage Loan,
the 0000 00xx Xxxxxx Subordinate Companion Loan and the 0000 00xx Xxxxxx Pari
Passu Companion Loan (if any) will be serviced and administered in accordance
with this Agreement.
(vi) The Crescent Mortgage Loan and the Crescent Subordinate
Companion Loan are part of a split loan structure whereby the Crescent Mortgage
Loan is senior to the Crescent Subordinate Companion Loan. The Crescent Mortgage
Loan and the Crescent Subordinate Companion Loan will be serviced and
administered in accordance with this Agreement.
(vii) The Wharf at Rivertown Mortgage Loan and the Wharf at
Rivertown Subordinate Companion Loan are part of a split loan structure whereby
the Wharf at Rivertown Mortgage Loan is senior to the Wharf at Rivertown
Subordinate Companion Loan. The Wharf at Rivertown Mortgage Loan and the Wharf
at Rivertown Subordinate Companion Loan will be serviced and administered in
accordance with this Agreement.
(viii) The Lakeside at White Oak Mortgage Loan and the Lakeside at
White Oak Subordinate Companion Loan are part of a split loan structure whereby
the Lakeside at White Oak Mortgage Loan is senior to the Lakeside at White Oak
Subordinate Companion Loan. The Lakeside at White Oak Mortgage Loan and the
Lakeside at White Oak Subordinate Companion Loan will be serviced and
administered in accordance with this Agreement.
(ix) The Xxxxxxx Office Center Mortgage Loan and the Xxxxxxx Office
Center Subordinate Companion Loan are part of a split loan structure whereby the
Xxxxxxx Office Center Mortgage Loan is senior to the Xxxxxxx Office Center
Subordinate Companion Loan. The Xxxxxxx Office Center Mortgage Loan and the
Xxxxxxx Office Center Subordinate Companion Loan will be serviced and
administered in accordance with this Agreement.
(x) The Commonwealth Square Mortgage Loan and the Commonwealth
Square Subordinate Companion Loan are part of a split loan structure whereby the
Commonwealth Square Mortgage Loan is senior to the Commonwealth Square
Subordinate Companion Loan. The Commonwealth Square Mortgage Loan and the
Commonwealth Square Subordinate Companion Loan will be serviced and administered
in accordance with this Agreement.
(xi) The Green Road Mortgage Loan and the Green Road Subordinate
Companion Loan are part of a split loan structure whereby the Green Road
Mortgage Loan is senior to the Green Road Subordinate Companion Loan. The Green
Road Mortgage Loan and the Green Road Subordinate Companion Loan will be
serviced and administered in accordance with this Agreement.
(xii) The Crown Pointe/Xxxxxx Xxxx Mortgage Loan and the Crown
Pointe/Xxxxxx Xxxx Subordinate Companion Loan are part of a split loan structure
whereby the Crown Pointe/Xxxxxx Xxxx Mortgage Loan is senior to the Crown
Pointe/Xxxxxx Xxxx Subordinate Companion Loan. The Crown Pointe/Xxxxxx Xxxx
Mortgage Loan and the Crown Pointe/Xxxxxx Xxxx Subordinate Companion Loan will
be serviced and administered in accordance with this Agreement.
(xiii) The 9th Street Marketplace Mortgage Loan and the 0xx Xxxxxx
Marketplace Subordinate Companion Loan are part of a split loan structure
whereby the 9th Street Marketplace Mortgage Loan is senior to the 0xx Xxxxxx
Marketplace Subordinate Companion Loan. The 9th Street Marketplace Mortgage Loan
and the 0xx Xxxxxx Marketplace Subordinate Companion Loan will be serviced and
administered in accordance with this Agreement.
(xiv) The Homewood Suites Mortgage Loan and the Homewood Suites
Subordinate Companion Loan are part of a split loan structure whereby the
Homewood Suites Mortgage Loan is senior to the Homewood Suites Subordinate
Companion Loan. The Homewood Suites Mortgage Loan and the Homewood Suites
Subordinate Companion Loan will be serviced and administered in accordance with
this Agreement.
(xv) The Festival Foods Mortgage Loan and the Festival Foods
Subordinate Companion Loan are part of a split loan structure whereby the
Festival Foods Mortgage Loan is senior to the Festival Foods Subordinate
Companion Loan. The Festival Foods Mortgage Loan and the Festival Foods
Subordinate Companion Loan will be serviced and administered in accordance with
this Agreement.
(xvi) The JMS Portfolio Mortgage Loan and the JMS Portfolio
Subordinate Companion Loan are part of a split loan structure whereby the JMS
Portfolio Mortgage Loan is senior to the JMS Portfolio Subordinate Companion
Loan. The JMS Portfolio Mortgage Loan and the JMS Portfolio Subordinate
Companion Loan will be serviced and administered in accordance with this
Agreement.
(xvii) The Berkshire Office Building Mortgage Loan and the Berkshire
Office Building Subordinate Companion Loan are part of a split loan structure
whereby the Berkshire Office Building Mortgage Loan is senior to the Berkshire
Office Building Subordinate Companion Loan. The Berkshire Office Building
Mortgage Loan and the Berkshire Office Building Subordinate Companion Loan will
be serviced and administered in accordance with this Agreement.
(xviii) The Xxxxxxxx Xxxxx Mortgage Loan and the Xxxxxxxx Xxxxx Pari
Passu Companion Loan are part of a split loan structure whereby the Xxxxxxxx
Xxxxx Mortgage Loan is pari passu with the Xxxxxxxx Xxxxx Pari Passu Companion
Loan. The Xxxxxxxx Xxxxx Mortgage Loan is part of the Trust Fund. The Xxxxxxxx
Xxxxx Mortgage Loan and the Xxxxxxxx Xxxxx Pari Passu Companion Loan will be
serviced and administered in accordance with the Other Pooling Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article.
"10-K Filing Deadline": As defined in Section 10.05.
"1125 00xx Xxxxxx Intercreditor Agreement": With respect to the 0000
00xx Xxxxxx Mortgage Loan, the related intercreditor agreement by and between
the holder of the 0000 00xx Xxxxxx Mortgage Loan and the 0000 00xx Xxxxxx
Subordinate Companion Mortgage Loan relating to the relative rights of the
holders of the 0000 00xx Xxxxxx Mortgage Loan and the 0000 00xx Xxxxxx
Subordinate Companion Mortgage Loan, as the same may be amended from time to
time in accordance with the terms thereof.
"1125 00xx Xxxxxx Mortgage": The Mortgage securing the 0000 00xx
Xxxxxx Mortgage Loan and the 0000 00xx Xxxxxx Subordinate Companion Loan.
"1125 00xx Xxxxxx Mortgage Loan": With respect to the 0000 00xx
Xxxxxx Whole Loan, the Mortgage Loan included in the Trust, which is designated
as promissory note A and is senior to the 0000 00xx Xxxxxx Subordinate Companion
Loan to the extent set forth in the related Loan Documents and as provided in
the 0000 00xx Xxxxxx Intercreditor Agreement.
"1125 17th Street Pari Passu Companion Loan": With respect to the
0000 00xx Xxxxxx Whole Loan, the portion of the 0000 00xx Xxxxxx Subordinated
Companion Loan (if any), which is not included in the Trust and which is made
pari passu in right of payment to the 0000 00xx Xxxxxx Mortgage Loan pursuant to
the related Loan Documents and the 0000 00xx Xxxxxx Intercreditor Agreement. No
0000 00xx Xxxxxx Pari Passu Companion Loan exists as of the Closing Date.
"1125 17th Street Subordinate Companion Loan": With respect to the
0000 00xx Xxxxxx Whole Loan, the related promissory note made by the related
Mortgagor and secured by the 0000 00xx Xxxxxx Mortgage and designated as
promissory note B, which is not included in the Trust, and is subordinate to the
0000 00xx Xxxxxx Mortgage Loan to the extent set forth in the related Loan
Documents and as provided in the 0000 00xx Xxxxxx Intercreditor Agreement.
"1125 00xx Xxxxxx Whole Loan": The 0000 00xx Xxxxxx Mortgage Loan,
together with the 0000 00xx Xxxxxx Subordinate Companion Loan and the 0000 00xx
Xxxxxx Pari Passu Companion Loan (if any), each of which is secured by the 0000
00xx Xxxxxx Mortgage. References herein to the 0000 00xx Xxxxxx Whole Loan shall
be construed to refer to the aggregate indebtedness under the 0000 00xx Xxxxxx
Mortgage.
"119 West 40th Street Mortgage Loan": The Mortgage Loan secured
by a Mortgage on the properties identified on the Mortgage Loan Schedule as
000 Xxxx 00xx Xxxxxx.
"1615 L Street Mortgage Loan": The Mortgage Loan secured by a
Mortgage on the properties identified on the Mortgage Loan Schedule as 0000 X
Xxxxxx.
"3800 Xxxxxxx Mortgage Loan": The Mortgage Loan secured by a
Mortgage on the properties identified on the Mortgage Loan Schedule as 3800
Xxxxxxx.
"550 South Hope Street Intercreditor Agreement": With respect to the
000 Xxxxx Xxxx Xxxxxx Mortgage Loan, the related intercreditor agreement by and
between the holder of the 000 Xxxxx Xxxx Xxxxxx Mortgage Loan and the 000 Xxxxx
Xxxx Xxxxxx Subordinate Companion Mortgage Loan relating to the relative rights
of the holders of the 000 Xxxxx Xxxx Xxxxxx Mortgage Loan and the 000 Xxxxx Xxxx
Xxxxxx Subordinate Companion Mortgage Loan, as the same may be amended from time
to time in accordance with the terms thereof.
"550 South Hope Street Mortgage": The Mortgage securing the 000
Xxxxx Xxxx Xxxxxx Mortgage Loan and the 000 Xxxxx Xxxx Xxxxxx Subordinate
Companion Loan.
"550 South Hope Street Mortgage Loan": With respect to the 000 Xxxxx
Xxxx Xxxxxx Whole Loan, the Mortgage Loan included in the Trust, which is
designated as promissory note A and is senior to the 000 Xxxxx Xxxx Xxxxxx
Subordinate Companion Loan to the extent set forth in the related Loan Documents
and as provided in the 000 Xxxxx Xxxx Xxxxxx Intercreditor Agreement.
"550 South Hope Street Subordinate Companion Loan": With respect to
the 000 Xxxxx Xxxx Xxxxxx Whole Loan, the related promissory note made by the
related Mortgagor and secured by the 000 Xxxxx Xxxx Xxxxxx Mortgage and
designated as promissory note B, which is not included in the Trust, and is
subordinate to the 000 Xxxxx Xxxx Xxxxxx Mortgage Loan to the extent set forth
in the related Loan Documents and as provided in the 000 Xxxxx Xxxx Xxxxxx
Intercreditor Agreement.
"550 South Hope Street Whole Loan": The 000 Xxxxx Xxxx Xxxxxx
Mortgage Loan, together with the 000 Xxxxx Xxxx Xxxxxx Subordinate Companion
Loan, each of which is secured by the 000 Xxxxx Xxxx Xxxxxx. References herein
to the 000 Xxxxx Xxxx Xxxxxx Whole Loan shall be construed to refer to the
aggregate indebtedness under the 000 Xxxxx Xxxx Xxxxxx Mortgage.
"9th Street Marketplace Intercreditor Agreement": With respect to
the 0xx Xxxxxx Marketplace Mortgage Loan, the related intercreditor agreement by
and between the holder of the 0xx Xxxxxx Marketplace Mortgage Loan and the 0xx
Xxxxxx Marketplace Subordinate Companion Mortgage Loan relating to the relative
rights of the holders of the 0xx Xxxxxx Marketplace Mortgage Loan and the 0xx
Xxxxxx Marketplace Subordinate Companion Mortgage Loan, as the same may be
amended from time to time in accordance with the terms thereof.
"9th Street Marketplace Mortgage": The Mortgage securing the 0xx
Xxxxxx Marketplace Mortgage Loan and the 0xx Xxxxxx Marketplace Subordinate
Companion Loan.
"9th Street Marketplace Mortgage Loan": With respect to the 0xx
Xxxxxx Marketplace Whole Loan, the Mortgage Loan included in the Trust, which is
designated as promissory note A and is senior to the 0xx Xxxxxx Marketplace
Subordinate Companion Loan to the extent set forth in the related Loan Documents
and as provided in the 0xx Xxxxxx Marketplace Intercreditor Agreement.
"9th Street Marketplace Subordinate Companion Loan": With respect to
the 0xx Xxxxxx Marketplace Whole Loan, the related promissory note made by the
related Mortgagor and secured by the 0xx Xxxxxx Marketplace Mortgage and
designated as promissory note B, which is not included in the Trust, and is
subordinate to the 0xx Xxxxxx Marketplace Mortgage Loan to the extent set forth
in the related Loan Documents and as provided in the 0xx Xxxxxx Marketplace
Intercreditor Agreement.
"9th Street Marketplace Whole Loan": The 9th Street Marketplace
Mortgage Loan, together with the 0xx Xxxxxx Marketplace Subordinate Companion
Loan, each of which is secured by the 0xx Xxxxxx Marketplace Mortgage.
References herein to the 0xx Xxxxxx Marketplace Whole Loan shall be construed to
refer to the aggregate indebtedness under the 0xx Xxxxxx Marketplace Mortgage.
"Accountant's Statement": As defined in Section 3.15.
"Accrued Component Interest": With respect to each Component of the
Class X Certificates for any Distribution Date, one month's interest at the
Class X Strip Rate applicable to such Component for such Distribution Date,
accrued on the Component Notional Amount of such Component outstanding
immediately prior to such Distribution Date. Accrued Component Interest shall be
calculated on a 30/360 Basis and, with respect to any Component and any
Distribution Date, shall be deemed to accrue during the calendar month preceding
the month in which such Distribution Date occurs.
"Act": The Securities Act of 1933, as it may be amended from time to
time and the rules and regulations thereunder.
"Additional Disclosure Notification": The form of notification to be
included with any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or Form 8-K Disclosure Information which is attached hereto as
Exhibit X.
"Additional Form 10-D Disclosure": As defined in Section 10.04.
"Additional Form 10-K Disclosure": As defined in Section 10.05.
"Additional Servicer": Each Affiliate of the Master Servicer that
Services any of the Mortgage Loans and each Person who is not an Affiliate of
the Master Servicer, other than the Special Servicer or the Trustee, who
Services 10% or more of the Mortgage Loans by unpaid principal balance
calculated in accordance with the provisions of Regulation AB.
"Additional Information": As defined in Section 4.02(a).
"Additional Trust Fund Expenses": (i) Special Servicing Fees,
Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed
Advances to the extent not covered by Default Interest and late payment fees,
(iii) the cost of various default-related or unanticipated Opinions of Counsel
required or permitted to be obtained in connection with the servicing of the
Mortgage Loans and the administration of the Trust Fund, (iv) unanticipated,
non-Mortgage Loan specific expenses of the Trust Fund, including indemnities and
expense reimbursements to the Trustee, indemnities and expense reimbursements to
the Master Servicer, the Special Servicer and the Depositor and federal, state
and local taxes, and tax-related expenses, specifically payable out of the Trust
Fund and (v) any other default-related or unanticipated expense of the Trust
Fund not specifically included in the calculation of Realized Loss for which
there is no corresponding collection from a Mortgagor.
"Administrative Cost Rate": As of any date of determination, a rate
equal to the sum of the Servicing Fee Rate, the Non-Serviced Whole Loan
Servicing Fee Rate and the Trustee Fee Rate.
"Advance": Any P&I Advance or Property Advance.
"Advance Interest Amount": Interest at the Advance Rate on the
aggregate amount of P&I Advances and Property Advances for which the Master
Servicer, the Special Servicer or the Trustee, as applicable, have not been
reimbursed for the number of days from the date on which such Advance was made
through, but not including, the date of reimbursement of the related Advance or
other such amount, less any amount of interest previously paid on such Advance.
"Advance Rate": A per annum rate equal to the Prime Rate (as most
recently published in the "Money Rates" section of The Wall Street Journal, New
York edition, on or before the related Record Date), compounded annually.
"Affiliate": 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. The Trustee may obtain
and rely on an Officers' Certificate of the Master Servicer, the Special
Servicer or the Depositor to determine whether any Person is an Affiliate of
such party.
"Agent Member": Members of, or participants in, the Depository.
"Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
"Anticipated Termination Date": Any Distribution Date on which it is
anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c).
"Applicable Monthly Payment": For any Mortgage Loan with respect to
any month (including any such Mortgage Loan as to which the related Mortgaged
Property has become an REO Property (including with respect to the Non-Serviced
Mortgaged Loan)), the Monthly Payment; provided, however, that for purposes of
calculating the amount of any P&I Advance required to be made by the Master
Servicer or the Trustee, notwithstanding the amount of such Applicable Monthly
Payment, interest shall be calculated at the Net Mortgage Rate plus the Trustee
Fee Rate; and provided, further, that for purposes of determining the amount of
any P&I Advance, the Monthly Payment shall be as reduced pursuant to any
modification of a Mortgage Loan pursuant to Section 3.27 or pursuant to any
bankruptcy, insolvency, or other similar proceeding involving the related
Mortgagor.
"Applicable Procedures": As defined in Section 5.02(c)(ii)(A).
"Appraisal": An appraisal prepared by an Independent MAI appraiser
with at least five years experience in properties of like kind and in the same
area, prepared in accordance with 12 C.F.R. 225.64.
"Appraisal Reduction Amount": For any Distribution Date and for any
Mortgage Loan (including a Serviced Whole Loan but not including the
Non-Serviced Whole Loan) as to which an Appraisal Reduction Amount is required
to be calculated, an amount equal to the excess, if any, of (a) the Stated
Principal Balance of such Mortgage Loan (or Serviced Whole Loan) as of the last
day of the related Collection Period over (b) the excess of (i) the sum of (A)
90% of the appraised values of the related Mortgaged Properties (as determined
(1) in the case of any Mortgage Loan (or Serviced Whole Loan) with an
outstanding principal balance equal to or in excess of $2,000,000, by one or
more Appraisals obtained by the Special Servicer (the cost of which shall be
advanced by the Master Servicer as a Property Advance unless such Property
Advance would be a Nonrecoverable Advance) minus such downward adjustments as
the Special Servicer may make in accordance with the Servicing Standard (without
implying any obligation to do so) based upon the Special Servicer's review of
the Appraisal and such other information as the Special Servicer may deem
appropriate or (2) in the case of any Mortgage Loan (or Serviced Whole Loan)
with an outstanding principal balance less than $2,000,000, by desktop value
estimation performed by the Special Servicer); provided that the Special
Servicer may, with the consent of the Majority Certificateholder of the
Controlling Class, order an Appraisal at the expense of the Trust Fund and (B)
all escrows, letters of credit and reserves in respect of such Mortgage Loan (or
Serviced Whole Loan) as of the date of the calculation over (ii) the sum as of
the Due Date occurring in the month of the date of determination of (A) to the
extent not previously advanced by the Master Servicer or the Trustee, all unpaid
interest on such Mortgage Loan (or Serviced Whole Loan) at a per annum rate
equal to its Mortgage Rate, (B) all unreimbursed Advances (which shall include,
without limitation, (1) any Advances as to which the advancing party was
reimbursed from a source other than the related Mortgagor and (2) any
Unliquidated Advances), with interest thereon at the Advance Rate in respect of
such Mortgage Loan (or Serviced Whole Loan) and (C) all currently due and unpaid
real estate taxes and assessments, insurance premiums and ground rents, unpaid
Special Servicing Fees and all other amounts, due and unpaid with respect to
such Mortgage Loan (which taxes, premiums, ground rents and other amounts have
not been the subject of an Advance by the Master Servicer or the Trustee, as
applicable, and/or for which funds have not been escrowed). Within 30 days after
the occurrence of the Appraisal Reduction Event (or a longer period so long as
the Special Servicer is (as certified thereby to the Trustee in writing)
diligently and in good faith proceeding to obtain such), if an Appraisal or
desktop value estimation, as applicable, has not been obtained within the
immediately preceding 12 months (or if the Special Servicer has determined such
Appraisal to be materially inaccurate), the Special Servicer shall (a) with
respect to any Mortgage Loan (or Serviced Whole Loan) with an outstanding
principal balance equal to or in excess of $2,000,000, obtain an Appraisal, the
costs of which shall be paid by the Master Servicer as a Property Advance (or as
an expense of the Trust Fund and paid by the Master Servicer out of the
Collection Account if such Property Advance would be a Nonrecoverable Advance)
or (b) with respect to any Mortgage Loan (or Serviced Whole Loan) with an
outstanding principal balance less than $2,000,000, perform a desktop value
estimation. On the first Distribution Date occurring on or after the delivery of
such Appraisal or desktop value estimation, the Master Servicer shall adjust the
Appraisal Reduction Amount to take into account such Appraisal or desktop value
estimation. Notwithstanding the foregoing, if an Appraisal or desktop value
estimation, as applicable, is not obtained within 120 days following the events
described in the applicable clause of the definition Appraisal Reduction Event
(without regard to the time periods stated therein), then until such Appraisal
or desktop value estimation, as applicable, is obtained the Appraisal Reduction
Amount will equal 25% of the Stated Principal Balance of the related Mortgage
Loan; provided that, upon receipt of an Appraisal or desktop value estimation,
as applicable, however, the Appraisal Reduction Amount for such Mortgage Loan
(or Serviced Whole Loan) will be recalculated in accordance with this definition
without regard to this sentence. With respect to each Mortgage Loan (or Serviced
Whole Loan) as to which an Appraisal Reduction Event has occurred (unless the
Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (if a
Servicing Transfer Event had occurred with respect to the related Mortgage Loan
or Serviced Whole Loan) and has remained current for three consecutive Monthly
Payments, and with respect to which no other Appraisal Reduction Event has
occurred with respect thereto during the preceding three months), the Special
Servicer shall, within 30 days of each anniversary of such Appraisal Reduction
Event, order an update of the prior Appraisal (the cost of which will be covered
by, and reimbursable as, a Property Advance by the Master Servicer or as an
expense of the Trust Fund and paid by the Master Servicer out of the Collection
Account if such Property Advance would be a Nonrecoverable Advance), provided,
however, no new or updated Appraisal will be required if the Mortgage Loan or
REO Property is under contract to be sold within 90 days of such Appraisal
Reduction Event or anniversary thereof and the Special Servicer reasonably
believes such sale is likely to close. In addition, the Special Servicer shall
obtain letter updates to each Appraisal at any time at the request of the
Controlling Class Representative, at the expense of the Controlling Class
Representative. Based upon such Appraisal or letter updates thereto, the Master
Servicer shall determine and report to the Special Servicer and the Trustee the
Appraisal Reduction Amount, if any, with respect to such Mortgage Loan (or
Serviced Whole Loan) and, in the case of a Serviced Whole Loan, determined in
accordance with the related Intercreditor Agreement, and each of those parties
shall be entitled to rely conclusively on such determination by the Master
Servicer. The Special Servicer shall deliver a copy of any such Appraisal or
desktop value estimation, as applicable, to the Master Servicer. Each Appraisal
Reduction Amount shall also be adjusted with respect to the next Distribution
Date to take into account any subsequent Appraisal or desktop value estimation,
as applicable, and annual letter updates, as of the date of each such subsequent
Appraisal, desktop value estimation or letter update.
Upon payment in full or liquidation of any Mortgage Loan (or
Serviced Whole Loan) for which an Appraisal Reduction Amount has been
determined, such Appraisal Reduction Amount will be eliminated. In addition,
with respect to any Mortgage Loan (or Serviced Whole Loan but not the
Non-Serviced Whole Loan), as to which an Appraisal Reduction Event has occurred,
such Mortgage Loan (or Serviced Whole Loan) shall no longer be subject to the
Appraisal Reduction Amount if (a) such Mortgage Loan (or Serviced Whole Loan)
has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred
with respect to the related Mortgage Loan or Serviced Whole Loan) and such
Mortgage Loan (or Serviced Whole Loan) becomes and remains current for three
consecutive Monthly Payments and (b) no other Appraisal Reduction Event has
occurred and is continuing.
Appraisal Reduction Amounts with respect to each Serviced Whole Loan
shall be allocated first to the related Subordinate Companion Loan(s) (and pro
rata among related Subordinate Companion Loans), if any, and then pro rata, to
the related Mortgage Loan and any and all related Pari Passu Companion Loan(s).
Any Appraisal Reduction Amount in respect of the Non-Serviced Whole
Loan shall be calculated by the applicable Other Special Servicer or Other
Master Servicer, as applicable, in accordance with and pursuant to the terms of
the related Other Pooling Agreement.
"Appraisal Reduction Event": With respect to any Mortgage Loan
(including a Serviced Whole Loan, but excluding the Non-Serviced Mortgaged
Loan)), the earliest of (i) the date on which such Mortgage Loan becomes a
Modified Loan, (ii) such Mortgage Loan is 60 days or more delinquent in respect
of any Monthly Payment, except for a Balloon Payment, (iii) such Mortgage Loan
is delinquent in respect of its Balloon Payment, if any, for (A) 20 days, or (B)
if the related Mortgagor shall have delivered a refinancing commitment
acceptable to the Special Servicer prior to the date the subject Balloon Payment
was due, 30 days, (iv) the related Mortgaged Property has become an REO
Property, (v) a receiver or similar official is appointed and continues for 60
days in such capacity in respect of the related Mortgaged Property, (vi) 60 days
after the related Mortgagor is subject to a bankruptcy, insolvency or similar
proceedings, which, in the case of an involuntary bankruptcy, insolvency or
similar proceeding (if not dismissed within those 60 days), or (vii) such
Mortgage Loan remains outstanding five (5) years following any extension of its
maturity date pursuant to Section 3.27. No Appraisal Reduction Event may occur
at any time when the aggregate Certificate Principal Amount of all Classes of
Certificates (other than the Class A Certificates) has been reduced to zero. The
Special Servicer shall notify the Master Servicer and the Master Servicer shall
notify the Special Servicer, as applicable, promptly upon the occurrence of any
of the foregoing events.
"Appraised Value": As of any date of determination, the appraised
value of a Mortgaged Property 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 Mortgaged Property with an allocated
loan amount of, or securing a Mortgage Loan (or Serviced Whole Loan) or relating
to an REO Mortgage 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. With respect to each Mortgaged Property secured by the
Non-Serviced Mortgage Loan, the appraised value allocable thereto, as determined
pursuant to the related Other Pooling Agreement.
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar agreement executed by the
Mortgagor, assigning to the mortgagee all of the income, rents and profits
derived from the ownership, operation, leasing or disposition of all or a
portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.
"Authenticating Agent": Any authenticating agent appointed by the
Trustee pursuant to Section 5.07.
"Available Funds": With respect to any Distribution Date (and in the
case of the Non-Serviced Mortgage Loan, only to the extent received by the Trust
pursuant to the related Intercreditor Agreement), an amount equal to the sum of
(without duplication):
(a) the aggregate amount relating to the Trust Fund on deposit in
the Collection Account and the Lower-Tier Distribution Account as of the
close of business on the Business Day prior to the Master Servicer
Remittance Date (or with respect to the Non-Serviced Mortgage Loan, by
12:00 p.m., New York City time on the Master Servicer Remittance Date),
exclusive of (without duplication):
(i) all Monthly Payments and Balloon Payments paid by the
Mortgagors that are due on a Due Date (without regard to grace
periods) after the related Collection Period (without regard to
grace periods);
(ii) all unscheduled payments of principal (including
Principal Prepayments (together with any related payments of
interest allocable to the period following the Due Date for the
related Mortgage Loan during the related Collection Period)),
Liquidation Proceeds, Insurance Proceeds or condemnation awards and
other unscheduled recoveries received subsequent to the related
Determination Date;
(iii) all amounts payable or reimbursable to any Person from
the Collection Account pursuant to clauses (ii) through (ix),
inclusive, of Section 3.06(a);
(iv) Default Interest;
(v) all Yield Maintenance Charges;
(vi) all amounts deposited in the Collection Account or the
Lower-Tier Distribution Account, as the case may be, in error; and
(vii) with respect to the Mortgage Loans for which Withheld
Amounts are required to be deposited in the Interest Reserve
Account, and any Distribution Date relating to each Interest Accrual
Period ending in (1) each January or (2) any December in a year
immediately preceding a year which is not a leap year (unless, in
either case, such Distribution Date is the final Distribution Date),
an amount equal to one day of interest on the Stated Principal
Balance of such Mortgage Loan as of the Due Date in the month
preceding the month in which such Distribution Date occurs at the
related Mortgage Rate to the extent such amounts are to be deposited
in the Interest Reserve Account and held for future distribution
pursuant to Section 3.25;
(b) if and to the extent not already included in clause (a) hereof,
the aggregate amount transferred from any REO Account to the Collection
Account for such Distribution Date pursuant to Section 3.17;
(c) the aggregate amount of any Compensating Interest Payments and
P&I Advances made by the Master Servicer or the Trustee, as applicable,
for such Distribution Date (net of the related Trustee Fee with respect to
the Mortgage Loans for which such P&I Advances are made); and
(d) for the Distribution Date occurring in each March (or February
if the Final Distribution Date occurs in such month), the Withheld Amounts
remitted to the Lower-Tier Distribution Account pursuant to Section 3.25.
Notwithstanding the investment of funds held in the Collection Account pursuant
to Section 3.07, for purposes of calculating the Available Distribution Amount,
the amounts so invested shall be deemed to remain on deposit in such account.
"Balloon Mortgage Loan": Any Mortgage Loan or Serviced Companion
Loan that by its original terms or by virtue of any modification provides for an
amortization schedule extending beyond its Maturity Date, unless such extension
results solely from the accrual of interest on the basis of the actual number of
days elapsed in a year of 360 days, notwithstanding calculation of Monthly
Payments based on a 360-day year consisting of twelve 30-day months.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the amount outstanding on the Maturity Date of such
Mortgage Loan in excess of the related Monthly Payment.
"Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and with respect to any Class of Certificates (other than
the Residual Certificates) is a fraction (a) whose numerator is the amount, if
any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds
(ii) the discount rate used in accordance with the related Loan Documents in
calculating the Yield Maintenance Charge with respect to such Principal
Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the
principal balance of the related Mortgage Loan, the yield rate applicable to any
related yield maintenance charge) and (b) whose denominator is the amount, if
any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the
discount rate used in accordance with the related Loan Documents in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment (or, if
the Yield Maintenance Charge is a fixed percentage of the principal balance of
the related Mortgage Loan, the yield rate applicable to any related yield
maintenance charge otherwise described in the related Loan Documents); provided,
however, that under no circumstances shall the Base Interest Fraction be greater
than one. If such discount rate is greater than or equal to the lesser of (x)
the Mortgage Rate on the related Mortgage Loan and (y) the Pass-Through Rate
described in the preceding sentence, then the Base Interest Fraction shall equal
zero.
"Beneficial Owner": With respect to a Global 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 Person maintaining an account with such
Depository (directly as a Depository Participant or indirectly through a
Depository Participant, in accordance with the rules of such Depository). Each
of the Trustee, the Special Servicer and the Master Servicer shall have the
right to require, as a condition to acknowledging the status of any Person as a
Beneficial Owner under this Agreement, that such Person provide evidence at its
expense of its status as a Beneficial Owner hereunder.
"Berkshire Office Building Intercreditor Agreement": With respect to
the Berkshire Office Building Mortgage Loan, the related intercreditor agreement
by and between the holder of the Berkshire Office Building Mortgage Loan and the
Berkshire Office Building Subordinate Companion Mortgage Loan relating to the
relative rights of the holders of the Berkshire Office Building Mortgage Loan
and the Berkshire Office Building Subordinate Companion Mortgage Loan, as the
same may be amended from time to time in accordance with the terms thereof.
"Berkshire Office Building Mortgage": The Mortgage securing the
Berkshire Office Building Mortgage Loan and the Berkshire Office Building
Subordinate Companion Loan.
"Berkshire Office Building Mortgage Loan": With respect to the
Berkshire Office Building Whole Loan, the Mortgage Loan included in the Trust,
which is designated as promissory note A and is senior to the Berkshire Office
Building Subordinate Companion Loan to the extent set forth in the related Loan
Documents and as provided in the Berkshire Office Building Intercreditor
Agreement.
"Berkshire Office Building Subordinate Companion Loan": With respect
to the Berkshire Office Building Whole Loan, the related promissory note made by
the related Mortgagor and secured by the Berkshire Office Building Mortgage and
designated as promissory note B, which is not included in the Trust, and is
subordinate to the Berkshire Office Building Mortgage Loan to the extent set
forth in the related Loan Documents and as provided in the Berkshire Office
Building Intercreditor Agreement.
"Berkshire Office Building Whole Loan": The Berkshire Office
Building Mortgage Loan, together with the Berkshire Office Building Subordinate
Companion Loan, each of which is secured by the Berkshire Office Building
Mortgage. References herein to the Berkshire Office Building Whole Loan shall be
construed to refer to the aggregate indebtedness under the Berkshire Office
Building Mortgage.
"Bid Allocation": With respect to the Master Servicer or any
sub-servicer and the proceeds of any bid pursuant to Section 7.01(b), 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 Servicing
Fee Amount for the Master Servicer or any sub-servicer, as the case may be, as
of such date of determination, over (b) the aggregate of the Servicing Fee
Amounts for the Master Servicer and any sub-servicers as of such date of
determination.
"Xxxxxxx Office Center Intercreditor Agreement": With respect to the
Xxxxxxx Office Center Mortgage Loan, the related intercreditor agreement by and
between the holder of the Xxxxxxx Office Center Mortgage Loan and the Xxxxxxx
Office Center Subordinate Companion Mortgage Loan relating to the relative
rights of the holders of the Xxxxxxx Office Center Mortgage Loan and the Xxxxxxx
Office Center Subordinate Companion Mortgage Loan, as the same may be amended
from time to time in accordance with the terms thereof.
"Xxxxxxx Office Center Mortgage": The Mortgage securing the Xxxxxxx
Office Center Mortgage Loan and the Xxxxxxx Office Center Subordinate Companion
Loan.
"Xxxxxxx Office Center Mortgage Loan": With respect to the Xxxxxxx
Office Center Whole Loan, the Mortgage Loan included in the Trust, which is
designated as promissory note A and is senior to the Xxxxxxx Office Center
Subordinate Companion Loan to the extent set forth in the related Loan Documents
and as provided in the Xxxxxxx Office Center Intercreditor Agreement.
"Xxxxxxx Office Center Subordinate Companion Loan": With respect to
the Xxxxxxx Office Center Whole Loan, the related promissory note made by the
related Mortgagor and secured by the Xxxxxxx Office Center Mortgage and
designated as promissory note B, which is not included in the Trust, and is
subordinate to the Xxxxxxx Office Center Mortgage Loan to the extent set forth
in the related Loan Documents and as provided in the Xxxxxxx Office Center
Intercreditor Agreement.
"Xxxxxxx Office Center Whole Loan": The Xxxxxxx Office Center
Mortgage Loan, together with the Xxxxxxx Office Center Subordinate Companion
Loan, each of which is secured by the Xxxxxxx Office Center Mortgage. References
herein to the Xxxxxxx Office Center Whole Loan shall be construed to refer to
the aggregate indebtedness under the Xxxxxxx Office Center Mortgage.
"Bloomberg": As defined in Section 4.02(a).
"Breach": As defined in Section 2.03(a).
"Broker Strip Amount": With respect to the Broker Strip Loan, the
portion of the Servicing Fee equal to the per annum rate set forth as the
"strip" on Schedule I of the Stated Principal Balance of the Broker Strip Loan,
calculated for the same number of days and on the same basis as the Servicing
Fee.
"Broker Strip Loans": The Mortgage Loans identified on Schedule I.
"Business Day": Any day other than a Saturday, a Sunday or any day
on which banking institutions in the City of New York, New York, the cities in
which the principal offices of the Master Servicer or Special Servicer are
located, or the city in which the Corporate Trust Office is located are
authorized or obligated by law, executive order or governmental decree to be
closed.
"Certificate": Any Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1A, Class X, Class A-M, 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, Class P, Class Q, Class S, Class LR and Class R Certificate issued,
authenticated and delivered hereunder.
"Certificate Custodian": Initially, Xxxxx Fargo Bank, N.A.;
thereafter, any other Certificate Custodian acceptable to the Depository and
selected by the Trustee.
"Certificate Factor": With respect to any Class of Regular
Certificates, as of any date of determination, a fraction, expressed as a
decimal carried to eight places, the numerator of which is the then related
Certificate Principal Amount or the Notional Amount, as the case may be, and the
denominator of which is the related initial Certificate Principal Amount or the
initial Notional Amount, as the case may be.
"Certificate Principal Amount": With respect to any Class of
Certificates (other than the Class X, Class R and Class LR Certificates) (a) on
or prior to the first Distribution Date, an amount equal to the aggregate
initial Certificate Principal Amount of such Class, as specified in the
Preliminary Statement hereto, and (b) as of any date of determination after the
first Distribution Date, the Certificate Principal Amount of such Class of
Certificates on the Distribution Date immediately prior to such date of
determination, after actual distributions of principal thereon and allocation of
Realized Losses thereto on such prior Distribution Date.
"Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.
"Certificateholder": With respect to any Certificate, the Person
whose name is registered in the Certificate Register; provided, however, that,
except to the extent provided in the next proviso, solely for the purpose of
giving any consent or taking any action pursuant to this Agreement, any
Certificate beneficially owned by the Depositor, the Master Servicer, the
Special Servicer, the Trustee, a manager of a Mortgaged Property, a Mortgagor or
any Person known to a Responsible Officer of the Certificate Registrar to be an
Affiliate of the Depositor, the Trustee, the Master Servicer or the Special
Servicer, 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 or
take any such action has been obtained; provided, however, that (i) for purposes
of obtaining the consent of Certificateholders to an amendment of this
Agreement, any Certificates beneficially owned by the Master Servicer or the
Special Servicer or an Affiliate of the Master Servicer or the Special Servicer
shall be deemed to be outstanding, provided that such amendment does not relate
to compensation of the Master Servicer or the Special Servicer, or otherwise
benefit the Master Servicer or the Special Servicer (in its capacity as such) or
any Affiliate thereof (other than solely in its capacity as Certificateholder)
in any material respect, in which case such Certificate shall be deemed not to
be outstanding; (ii) for purposes of obtaining the consent of Certificateholders
to any action proposed to be taken by the Special Servicer with respect to a
Specially Serviced Mortgage Loan, any Certificates beneficially owned by the
Master Servicer or an Affiliate thereof shall be deemed to be outstanding,
provided that the Special Servicer is not the Master Servicer; and (iii)
notwithstanding anything to the contrary contained herein, if the Special
Servicer or an Affiliate is the Controlling Class Representative, it shall be
permitted to act in such capacity and give all consents and exercise all rights
under this Agreement bestowed upon the Controlling Class Representative. For
purposes of obtaining the consent of Certificateholders to any action with
respect to a particular Mortgage Loan proposed to be taken by the Master
Servicer or Special Servicer, any Certificates beneficially owned by the
Affiliates of the related Mortgagor, the related Manager, or Affiliates of the
related Manager shall not be deemed to be outstanding.
Notwithstanding the foregoing, solely for purposes of providing or
distributing any reports, statements or other information required or permitted
to be provided to a Certificateholder hereunder, a Certificateholder shall
include any Beneficial Owner, or any Person identified by a Beneficial Owner as
a prospective transferee of a Certificate beneficially owned by such Beneficial
Owner but only if the Trustee or another party hereto furnishing such report,
statement or information has been provided with the name of the Beneficial Owner
of the related Certificate or the Person identified as a prospective transferee
thereof. For purposes of the foregoing, the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Paying Agent or other such Person may rely,
without limitation, on a participant listing from the Depository or statements
furnished by a Person that on their face appear to be statements from a
participant in the Depository to such Person indicating that such Person
beneficially owns Certificates.
"Certification Parties": As defined in Section 10.06.
"Certifying Person": As defined in Section 10.06.
"Certifying Servicer": As defined in Section 10.09.
"Class": With respect to the Certificates, all of the Certificates
bearing the same alphabetical and numerical class designation, and with respect
to the Lower-Tier Regular Interests, each interest bearing the applicable
alphabetical and numerical designation set forth in the Preliminary Statement
hereto.
"Class A Certificates": 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-1A Certificates.
"Class A-1 Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-1 hereto.
"Class A-1 Pass-Through Rate": A per annum fixed rate equal to
5.690%.
"Class A-1A Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-6 hereto.
"Class A-1A Pass-Through Rate": A per annum rate equal to the WAC
Rate.
"Class A-2 Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-2 hereto.
"Class A-2 Pass-Through Rate": A per annum rate equal to the lesser
of (i) 5.778% and (ii) the WAC Rate.
"Class A-3 Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-3 hereto.
"Class A-3 Pass-Through Rate": A per annum rate equal to the WAC
Rate.
"Class A-AB Planned Principal Amount": With respect to any
Distribution Date, the planned principal amount for such Distribution Date
specified in Schedule II relating to the Class A-AB Certificates.
"Class A-AB Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-4 hereto.
"Class A-AB Pass-Through Rate": A per annum rate equal to the WAC
Rate.
"Class A-4 Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-5 hereto.
"Class A-4 Pass-Through Rate": A per annum rate equal to the WAC
Rate.
"Class A-J Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-8 hereto.
"Class A-J Pass-Through Rate": A per annum rate equal to the WAC
Rate.
"Class A-M Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-7 hereto.
"Class A-M Pass-Through Rate": A per annum rate equal to the WAC
Rate.
"Class B Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-10 hereto.
"Class B Pass-Through Rate": A per annum rate equal to the WAC Rate.
"Class C Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-11 hereto.
"Class C Pass-Through Rate": A per annum rate equal to the WAC Rate.
"Class D Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-12 hereto.
"Class D Pass-Through Rate": A per annum rate equal to the WAC Rate.
"Class E Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-13 hereto.
"Class E Pass-Through Rate": A per annum rate equal to the WAC Rate.
"Class F Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-14 hereto.
"Class F Pass-Through Rate": A per annum rate equal to the WAC Rate.
"Class G Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-15 hereto.
"Class G Pass-Through Rate": A per annum rate equal to the WAC Rate.
"Class H Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-16 hereto.
"Class H Pass-Through Rate": A per annum rate equal to the WAC Rate.
"Class J Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-17 hereto.
"Class J Pass-Through Rate": A per annum rate equal to the WAC Rate.
"Class K Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-18 hereto.
"Class K Pass-Through Rate": A per annum rate equal to the WAC Rate.
"Class L Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-19 hereto.
"Class L Pass-Through Rate": A per annum rate equal to the lesser of
(i) 5.657% and (ii) the WAC Rate.
"Class LR Certificate": Any Certificate executed and authenticated
by the Trustee or the Authenticating Agent in substantially the form set forth
in Exhibit A-27 hereto. The Class LR Certificates have no Pass-Through Rate,
Certificate Principal Amount or Notional Amount.
"Class M Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-20 hereto.
"Class M Pass-Through Rate": A per annum rate equal to the lesser of
(i) 5.657% and (ii) the WAC Rate.
"Class N Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-21 hereto.
"Class N Pass-Through Rate": A per annum rate equal to the lesser of
(i) 5.657% and (ii) the WAC Rate.
"Class O Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-22 hereto.
"Class O Pass-Through Rate": A per annum rate equal to the lesser of
(i) 5.657% and (ii) the WAC Rate.
"Class P Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-23 hereto.
"Class P Pass-Through Rate": A per annum rate equal to the lesser of
(i) 5.657% and (ii) the WAC Rate.
"Class Q Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-24 hereto.
"Class Q Pass-Through Rate": A per annum rate equal to the lesser of
(i) 5.657% and (ii) the WAC Rate.
"Class R Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-26 hereto. The Class R Certificates have no
Pass-Through Rate, Certificate Principal Amount or Notional Amount.
"Class S Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-25 hereto.
"Class S Pass-Through Rate": A per annum rate equal to the lesser of
(i) 5.657% and (ii) the WAC Rate.
"Class X Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-9 hereto.
"Class X Notional Amount": With respect to the Class X Certificates
and any date of determination, the sum of the then Component Notional Amounts of
all of the Components.
"Class X Pass-Through Rate": For any Distribution Date, the weighted
average of Class X 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).
"Class X Strip Rate": With respect to any Class of Components for
any Distribution Date, a rate per annum equal to (i) the WAC Rate for such
Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding
Certificates.
"Clearstream": Clearstream Banking, societe anonyme, and its
successors in interest.
"Closing Date": July 10, 2007.
"CMSA": 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, certificateholders, 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 whose
principal purpose 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 majority Certificateholder of the Controlling Class.
"CMSA Advance Recovery Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Advance Recovery 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": The data file in the "CMSA Bond Level File"
format substantially in the form of and containing the information called for
therein, or such other form for the presentation of such information as may be
approved from time to time 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 Bond Level
File" available as of the Closing Date on the CMSA website, as is reasonably
acceptable to the Trustee.
"CMSA Collateral Summary File": The data file in the "CMSA
Collateral Summary File" format substantially in the form of and containing the
information called for therein, or such other form for the presentation of such
information as may be approved from time to time 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 Collateral Summary File" available as of the Closing Date on the CMSA
website, as is reasonably acceptable to the Trustee and the Master Servicer.
"CMSA Comparative Financial Status Report": The monthly report in
"Comparative Financial Status Report" format substantially in the form of and
containing the information called for therein for the Mortgage Loans, or such
other form for the presentation of such information as may be approved from time
to time 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 "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": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or no later than 90 days after its adoption, 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": The data file in the "CMSA Financial File"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time 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 Financial File" available as of the Closing Date on the CMSA website, is
reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": The monthly report in the "Historical Loan Modification and Corrected
Mortgage Loan Report" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time 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 "Historical Loan Modification and Corrected Mortgage Loan
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 Investor Reporting Package (IRP)": (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 eleven supplemental reports: (i) CMSA Delinquent
Loan Status Report, (ii) CMSA Historical Loan Modification and Corrected
Mortgage Loan Report, (iii) CMSA REO Status Report, (iv) CMSA Operating
Statement Analysis Report, (v) CMSA Comparative Financial Status Report, (vi)
CMSA Servicer Watch List, (vii) CMSA Loan Level Reserve/LOC Report, (viii) CMSA
NOI Adjustment Worksheet, (ix) CMSA Advance Recovery Report, (x) CMSA Total Loan
Report and (xi) CMSA Reconciliation of Funds Report.
"CMSA Loan Level Reserve/LOC Report": The monthly report in the
"CMSA Loan Level Reserve/LOC Report" format substantially in the form of and
containing the information called for therein for the Mortgage Loans, or such
other form for the presentation of such information as may be approved from time
to time 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 "Loan Level Reserve/LOC Report" available as of
the Closing Date on the CMSA website, is reasonably acceptable to the Master
Servicer.
"CMSA Loan Periodic Update File": The data file in the "CMSA Loan
Periodic Update File" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time 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 Loan Periodic Update File" available as of the Closing
Date on the CMSA website, as is reasonably acceptable to the Master Servicer and
the Trustee.
"CMSA Loan Setup File": The data file in the "CMSA Loan Setup File"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time 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 Loan Setup File" available as of the Closing Date on the CMSA website, is
reasonably acceptable to the Master Servicer and the Trustee.
"CMSA NOI Adjustment Worksheet": The worksheet in the "NOI
Adjustment Worksheet" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time 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 NOI Adjustment Worksheet" available as of the Closing Date
on the CMSA website, is reasonably acceptable to the Master Servicer or the
Special Servicer, as applicable.
"CMSA Operating Statement Analysis Report": The monthly report in
the "Operating Statement Analysis Report" format substantially in the form of
and containing the information called for therein for the Mortgage Loans, or
such other form for the presentation of such information as may be approved from
time to time 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 Operating Statement
Analysis 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 Property File": The data file in the "CMSA Property File"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time 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 Property File" available as of the Closing Date on the CMSA website, is
reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable.
"CMSA Reconciliation of Funds Report": The monthly report in the
"Reconciliation of Funds" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time 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 "Reconciliation of Funds" available as of the Closing Date on
the CMSA website, is reasonably acceptable to the Trustee.
"CMSA REO Status Report": The report in the "REO Status Report"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time 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 REO 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 Servicer Watch List and Portfolio Review Guidelines": As of
each Determination Date a report, including and identifying each Non Specially
Serviced Mortgage Loan satisfying the "CMSA Portfolio Review Guidelines"
approved from time to time by the CMSA in the "CMSA Servicer Watch List" format
substantially in the form of and containing the information called for therein
for the Mortgage Loans, or such other form (including other portfolio review
guidelines) for the presentation of such information as may be approved from
time to time 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 Servicer Watch List"
available as of the Closing Date on the CMSA website, is reasonably acceptable
to the Master Servicer.
"CMSA Special Servicer Loan File": The data file in the "CMSA
Special Servicer Loan File" format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as may be approved from time to time 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 Special Servicer Loan File" available as of the Closing
Date on the CMSA website, is reasonably acceptable to the Special Servicer.
"CMSA Total Loan Report": The report in the "Total Loan Report"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time 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 Total Loan 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 Website": 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.
"Code": The Internal Revenue Code of 1986, as amended from time to
time, any successor statute thereto, and any temporary or final regulations of
the United States Department of the Treasury promulgated pursuant thereto.
"Collection Account": The account or accounts created and maintained
by the Master Servicer pursuant to Section 3.05(a), which shall be entitled
"Wachovia Bank, National Association as Master Servicer in trust for Xxxxx Fargo
Bank, N.A., as Trustee, for the registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2007-GG10
and COMPANION LOAN NOTEHOLDERS, as their interests may appear" and which must be
an Eligible Account.
"Collection Period": With respect to a Distribution Date and each
Mortgage Loan, the period beginning on the day after the Due Date (without
regard to grace periods) in the month preceding the month in which such
Distribution Date occurs (or, in the case of the Distribution Date occurring in
August 2007, beginning on the day after the Cut-Off Date) and ending on the Due
Date (without regard to grace periods) in the month in which such Distribution
Date occurs.
"Commission": The Securities and Exchange Commission.
"Commonwealth Square Intercreditor Agreement": With respect to the
Commonwealth Square Mortgage Loan, the related intercreditor agreement by and
between the holder of the Commonwealth Square Mortgage Loan and the Commonwealth
Square Subordinate Companion Mortgage Loan relating to the relative rights of
the holders of the Commonwealth Square Mortgage Loan and the Commonwealth Square
Subordinate Companion Mortgage Loan, as the same may be amended from time to
time in accordance with the terms thereof.
"Commonwealth Square Mortgage": The Mortgage securing the
Commonwealth Square Mortgage Loan and the Commonwealth Square Subordinate
Companion Loan.
"Commonwealth Square Mortgage Loan": With respect to the
Commonwealth Square Whole Loan, the Mortgage Loan included in the Trust, which
is designated as promissory note A and is senior to the Commonwealth Square
Subordinate Companion Loan to the extent set forth in the related Loan Documents
and as provided in the Commonwealth Square Intercreditor Agreement.
"Commonwealth Square Subordinate Companion Loan": With respect to
the Commonwealth Square Whole Loan, the related promissory note made by the
related Mortgagor and secured by the Commonwealth Square Mortgage and designated
as promissory note B, which is not included in the Trust, and is subordinate to
the Commonwealth Square Mortgage Loan to the extent set forth in the related
Loan Documents and as provided in the Commonwealth Square Intercreditor
Agreement.
"Commonwealth Square Whole Loan": The Commonwealth Square Mortgage
Loan, together with the Commonwealth Square Subordinate Companion Loan, each of
which is secured by the Commonwealth Square Mortgage. References herein to the
Commonwealth Square Whole Loan shall be construed to refer to the aggregate
indebtedness under the Commonwealth Square Mortgage.
"Companion Loans": Collectively, the Pari Passu Companion Loans and
the Subordinate Companion Loans.
"Companion Loan Noteholders": Collectively, the holders of the
Companion Loans.
"Companion Loan Representative": With respect to a Serviced Whole
Loan, any person (including the Companion Loan Noteholders, if applicable) with
consulting or consent right with respect to the related Serviced Whole Loan in
each case only to the extent provided under the related Intercreditor Agreement.
"Companion Pooling Agreement": Any pooling and servicing agreement
or other agreement that creates a trust fund whose assets include a Serviced
Pari Passu Companion Loan.
"Compensating Interest Payments": Any payment required to be made by
the Master Servicer pursuant to Section 3.13 to cover Prepayment Interest
Shortfalls.
"Component": Component X-A-1, Component X-A-2, Component X-A-3,
Component X-A-AB, Component X-A-4, Component X-A-1A, Component X-A-M, Component
X-A-J, Component X-B, Component X-C, Component X-D, Component X-E, Component
X-F, Component X-G, Component X-H, Component X-J, Component X-K2, Component X-L,
Component X-M, Component X-N, Component X-O, Component X-P, Component X-Q and
Component X-S.
"Component X-A-1": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LA-1 as of any date of
determination.
"Component X-A-1A": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LA-1A as of any date of
determination.
"Component X-A-2": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LA-2 as of any date of
determination.
"Component X-A-3": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LA-3 as of any date of
determination.
"Component X-A-AB": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LA-AB as of any date of
determination.
"Component X-A-4": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LA-4 as of any date of
determination.
"Component X-A-M": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LA-M as of any date of
determination.
"Component X-A-J": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LA-J as of any date of
determination.
"Component X-B": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LB as of any date of
determination.
"Component X-C": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LC as of any date of
determination.
"Component X-D": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LD as of any date of
determination.
"Component X-E": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LE as of any date of
determination.
"Component X-F": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LF as of any date of
determination.
"Component X-G": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LG as of any date of
determination.
"Component X-H": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LH as of any date of
determination.
"Component X-J": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LJ as of any date of
determination.
"Component X-K": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LK as of any date of
determination.
"Component X-L": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LL as of any date of
determination.
"Component X-M": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LM as of any date of
determination.
"Component X-N": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LN as of any date of
determination.
"Component X-O": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LO as of any date of
determination.
"Component X-P": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LP as of any date of
determination.
"Component X-Q": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LQ as of any date of
determination.
"Component X-S": One of 24 components of the Class X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Lower-Tier Regular Interest LS as of any date of
determination.
"Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then the Lower-Tier Principal
Balance of its Corresponding Lower-Tier Regular Interest.
"Condemnation Proceeds": All proceeds received in connection with
the taking of all or a part of a Mortgaged Property or REO Property (including
with respect to the Non-Serviced Mortgaged Loan) 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.
In the case of the Non-Serviced Mortgage Loan, to the extent of any portion of
such amounts are received by the Trust Fund in connection with the applicable
Mortgage Loan, pursuant to the allocations set forth in the related
Intercreditor Agreement.
"Controlling Certificateholder": Each Holder (or Beneficial Owner,
if applicable) of a Certificate of the Controlling Class as certified to the
Trustee from time to time by such Holder or Beneficial Owner.
"Controlling Class": As of any time of determination, the Class of
Certificates outstanding representing the most subordinate Certificates (other
than the Class R or Class LR Certificates) that equals at least 25% of its
initial Certificate Principal Amount (or if no Class of Certificates has a
Certificate Principal Amount of at least 25% of its initial Certificate
Principal Amount, the most subordinate Class of Certificates outstanding other
than the Class R and Class LR Certificates).
"Controlling Class Representative": The Controlling
Certificateholder or other representative selected by a majority of the
Controlling Certificateholders by Certificate Principal Amount, as certified by
the Trustee from time to time; provided that, (i) absent such selection, or (ii)
until a Controlling Class Representative is so selected, or (iii) upon receipt
of notice from a majority of the Controlling Certificateholders, by Certificate
Principal Amount, that a Controlling Class Representative is no longer so
designated, the Controlling Certificateholder which owns the largest aggregate
Certificate Principal Amount of the Controlling Class shall be the Controlling
Class Representative. The initial Controlling Class Representative on the
Closing Date shall be CWCapital Asset Management LLC.
"Corporate Trust Office": The office of the Trustee responsible for
the administration of the Trust Fund located at Xxxxx Fargo Center, Xxxxx Xxxxxx
xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Corporate
Trust Services - GS Mortgage Securities Corporation II, Series 2007-GG10, with
respect to certificate transfers and payments and at 0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: Corporate Trust Services - GS Mortgage
Securities Corporation II, Series 2007-GG10, with respect to other trustee and
securities administration services or the principal trust office of any
successor trustee qualified and appointed pursuant to Section 8.08.
"Corrected Mortgage Loan": Any Mortgage Loan or Serviced Whole Loan
that had been a Specially Serviced Mortgage Loan but has ceased to be such in
accordance with the definition of "Specially Serviced Mortgage Loan" (other than
by reason of a Liquidation Event occurring in respect of such Mortgage Loan or
Serviced Whole Loan or a related Mortgaged Property becoming an REO Property).
"Corresponding Certificate": As identified in the Preliminary
Statement with respect to any Corresponding Component or any Corresponding
Lower-Tier Regular Interest.
"Corresponding Component": As identified in the Preliminary
Statement with respect to any Corresponding Certificate or any Corresponding
Lower-Tier Regular Interest.
"Corresponding Lower-Tier Regular Interest": As identified in the
Preliminary Statement with respect to any Class of Corresponding Certificates or
any Component of the Class X Certificates.
"Crescent Intercreditor Agreement": With respect to the Crescent
Mortgage Loan, the related intercreditor agreement by and between the holder of
the Crescent Mortgage Loan and the Crescent Subordinate Companion Mortgage Loan
relating to the relative rights of the holders of the Crescent Mortgage Loan and
the Crescent Subordinate Companion Mortgage Loan, as the same may be amended
from time to time in accordance with the terms thereof.
"Crescent Mortgage": The Mortgage securing the Crescent Mortgage
Loan and the Crescent Subordinate Companion Loan.
"Crescent Mortgage Loan": With respect to the Crescent Whole Loan,
the Mortgage Loan included in the Trust, which is designated as promissory note
A and is senior to the Crescent Subordinate Companion Loan to the extent set
forth in the related Loan Documents and as provided in the Crescent
Intercreditor Agreement.
"Crescent Subordinate Companion Loan": With respect to the Crescent
Whole Loan, the related promissory note made by the related Mortgagor and
secured by the Crescent Mortgage and designated as promissory note B, which is
not included in the Trust, and is subordinate to the Crescent Mortgage Loan to
the extent set forth in the related Loan Documents and as provided in the
Crescent Intercreditor Agreement.
"Crescent Whole Loan": The Crescent Mortgage Loan, together with the
Crescent Subordinate Companion Loan, each of which is secured by the Crescent
Mortgage. References herein to the Crescent Whole Loan shall be construed to
refer to the aggregate indebtedness under the Crescent Mortgage.
"Cross-over Date": The Distribution Date on which the Certificate
Principal Amount of each Class of Certificates entitled to distributions of
principal (other than the Class A Certificates) has been reduced to zero due to
the application of Realized Losses.
"Crown Pointe/Xxxxxx Xxxx Intercreditor Agreement": With respect to
the Crown Pointe/Xxxxxx Xxxx Mortgage Loan, the related intercreditor agreement
by and between the holder of the Crown Pointe/Xxxxxx Xxxx Mortgage Loan and the
Crown Pointe/Xxxxxx Xxxx Subordinate Companion Mortgage Loan relating to the
relative rights of the holders of the Crown Pointe/Xxxxxx Xxxx Mortgage Loan and
the Crown Pointe/Xxxxxx Xxxx Subordinate Companion Mortgage Loan, as the same
may be amended from time to time in accordance with the terms thereof.
"Crown Pointe/Xxxxxx Xxxx Mortgage": The Mortgage securing the Crown
Pointe/Xxxxxx Xxxx Mortgage Loan and the Crown Pointe/Xxxxxx Xxxx Subordinate
Companion Loan.
"Crown Pointe/Xxxxxx Xxxx Mortgage Loan": With respect to the Crown
Pointe/Xxxxxx Xxxx Whole Loan, the Mortgage Loan included in the Trust, which is
designated as promissory note A and is senior to the Crown Pointe/Xxxxxx Xxxx
Subordinate Companion Loan to the extent set forth in the related Loan Documents
and as provided in the Crown Pointe/Xxxxxx Xxxx Intercreditor Agreement.
"Crown Pointe/Xxxxxx Xxxx Subordinate Companion Loan": With respect
to the Crown Pointe/Xxxxxx Xxxx Whole Loan, the related promissory note made by
the related Mortgagor and secured by the Crown Pointe/Xxxxxx Xxxx Mortgage and
designated as promissory note B, which is not included in the Trust, and is
subordinate to the Crown Pointe/Xxxxxx Xxxx Mortgage Loan to the extent set
forth in the related Loan Documents and as provided in the Crown Pointe/Xxxxxx
Xxxx Intercreditor Agreement.
"Crown Pointe/Xxxxxx Xxxx Whole Loan": The Crown Pointe/Xxxxxx Xxxx
Mortgage Loan, together with the Crown Pointe/Xxxxxx Xxxx Subordinate Companion
Loan, each of which is secured by the Crown Pointe/Xxxxxx Xxxx Mortgage.
References herein to the Crown Pointe/Xxxxxx Xxxx Whole Loan shall be construed
to refer to the aggregate indebtedness under the Crown Pointe/Xxxxxx Xxxx
Mortgage.
"Custodial Agreement": The custodial agreement, if any, from time to
time in effect between the Custodian named therein and the Trustee, as the same
may be amended or modified from time to time in accordance with the terms
thereof. For avoidance of doubt, as of the Closing Date, the Custodian is Xxxxx
Fargo Bank, N.A.
"Custodian": Any Custodian appointed pursuant to Section 5.08 and,
unless the Trustee is Custodian, named pursuant to any Custodial Agreement. The
Custodian may (but need not) be the Trustee or the Master Servicer or any
Affiliate or agent of the Trustee or the Master Servicer, but may not be the
Depositor or any Affiliate thereof.
"Cut-Off Date": With respect to each Mortgage Loan, the later of
July 1, 2007 and the date of origination of such Mortgage Loan.
"Cut-off Date Principal Balance": With respect to any Mortgage Loan,
the outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
after application of all payments of principal due on or before such date,
whether or not received.
"Default Interest": With respect to any Mortgage Loan or Serviced
Companion Loan, all interest accrued in respect of such Mortgage Loan or
Serviced Companion Loan during such Collection Period provided for in the
related Note or Mortgage as a result of a default (exclusive of late payment
charges) that is in excess of interest at the related Mortgage Rate accrued on
the unpaid principal balance of such Mortgage Loan or Serviced Companion Loan
outstanding from time to time.
"Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent at
least sixty days in respect of its Monthly Payments or delinquent in respect of
its Balloon Payment, if any, in either case such delinquency to be determined
without giving effect to any grace period permitted by the related Mortgage or
Note and without regard to any acceleration of payments under the related
Mortgage and Note or (ii) as to which the Master Servicer or Special Servicer
has, by written notice to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related Note. For the avoidance of doubt, a
defaulted Companion Loan does not constitute a "Defaulted Mortgage Loan".
"Defeasance Loan": Those Mortgage Loans which provide the related
Mortgagor with the option to defease the related Mortgaged Property.
"Delinquency Advance Date": The Business Day immediately preceding
each Distribution Date.
"Denomination": As defined in Section 5.01.
"Depositor": GS Mortgage Securities Corporation II, a Delaware
corporation, and its successors and assigns.
"Depository": The Depository Trust Company or a successor appointed
by the Certificate Registrar (which appointment shall be at the direction of the
Depositor if the Depositor is legally able to do so).
"Depository Participant": A Person for whom, from time to time, the
Depository effects book-entry transfers and pledges of securities deposited with
the Depository.
"Determination Date": With respect to any Distribution Date, the
sixth day of the calendar month of the related Distribution Date or, if the
sixth day is not a Business Day, the next Business Day.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers in the ordinary course of a trade or business or
any use of such REO Property in a trade or business conducted by the Trust Fund,
or the performance of any construction work on the REO Property (other than the
completion of a building or improvement, where at least 10% of the construction
of such building or improvement was completed before default became imminent),
other than through an Independent Contractor; provided, however, that the
Special Servicer, on behalf of the Trust Fund, shall not be considered to
Directly Operate an REO Property solely because the Special Servicer, on behalf
of the Trust Fund, 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 or takes other actions
consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).
"Disney Building Intercreditor Agreement": With respect to the
Disney Building Mortgage Loan, the related intercreditor agreement by and
between the holder of the Disney Building Mortgage Loan and the Disney Building
Subordinate Companion Mortgage Loan relating to the relative rights of the
holders of the Disney Building Mortgage Loan and the Disney Building Subordinate
Companion Mortgage Loan, as the same may be amended from time to time in
accordance with the terms thereof.
"Disney Building Mortgage": The Mortgage securing the Disney
Building Mortgage Loan and the Disney Building Subordinate Companion Loan.
"Disney Building Mortgage Loan": With respect to the Disney Building
Whole Loan, the Mortgage Loan included in the Trust, which is designated as
promissory note A and is senior to the Disney Building Subordinate Companion
Loan to the extent set forth in the related Loan Documents and as provided in
the Disney Building Intercreditor Agreement.
"Disney Building Subordinate Companion Loan": With respect to the
Disney Building Whole Loan, the related promissory note made by the related
Mortgagor and secured by the Disney Building Mortgage and designated as
promissory note B, which is not included in the Trust, and is subordinate to the
Disney Building Mortgage Loan to the extent set forth in the related Loan
Documents and as provided in the Disney Building Intercreditor Agreement.
"Disney Building Whole Loan": The Disney Building Mortgage Loan,
together with the Disney Building Subordinate Companion Loan, each of which is
secured by the Disney Building. References herein to the Disney Building Whole
Loan shall be construed to refer to the aggregate indebtedness under the Disney
Building Mortgage.
"Disqualified Non-U.S. Person": With respect to a Class R or Class
LR Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S.
Person that holds the Class R or Class LR Certificate in connection with the
conduct of a trade or business within the United States and has furnished the
transferor and the Certificate Registrar with an effective IRS Form W-8ECI or
(ii) a Non-U.S. Person that has delivered to both the transferor and the
Certificate Registrar an opinion of a nationally recognized tax counsel to the
effect that the transfer of the Class R or Class LR Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class R or Class LR Certificate will
not be disregarded for federal income tax purposes.
"Disqualified Organization": Either (a) the United States, a State
or any political subdivision thereof, any possession of the United States, or
any agency or instrumentality of any of the foregoing (other than an
instrumentality that is a corporation if all of its activities are subject to
tax and a majority of its board of directors is not selected by any such
governmental unit), (b) a foreign government, International Organization or
agency or instrumentality of either of the foregoing, (c) an organization that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Code Section 511 on unrelated business taxable income) on any excess
inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R
or Class LR Certificates (except certain farmers' cooperatives described in Code
Section 521), (d) rural electric and telephone cooperatives described in Code
Section 1381(a)(2), or (e) any other Person so designated by the Certificate
Registrar based upon an Opinion of Counsel to the effect that any Transfer to
such Person may cause the Upper-Tier REMIC or Lower-Tier REMIC to be subject to
tax or to fail to qualify as a REMIC at any time that the Certificates are
outstanding. The terms "United States," "State" and "International Organization"
shall have the meanings set forth in Code Section 7701 or successor provisions.
"Distribution Date": The 10th day of each month (or, if such 10th
day is not a Business Day, the next succeeding Business Day), provided that the
Distribution Date will be at least four (4) Business Days following the
Determination Date commencing August, 2007.
"Distribution Date Statement": As defined in Section 4.02(a).
"Document Defect": As defined in Section 2.03(a).
"Due Date": With respect to (i) any Mortgage Loan on or prior to its
Maturity Date, the day of the month set forth in the related Note on which each
Monthly Payment thereon is scheduled to be first due, (ii) any Mortgage Loan
after the Maturity Date therefor, the day of the month set forth in the related
Note on which each Monthly Payment on such Mortgage Loan had been scheduled to
be first due, and (iii) any REO Mortgage Loan, the day of the month set forth in
the related Note on which each Monthly Payment on the related Mortgage Loan had
been scheduled to be first due.
"Early Termination Notice Date": Any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the sum of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off
Date.
"Eligible Account": Either (i) (A) an account or accounts maintained
with either a federal or state chartered depository institution or trust company
the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) or commercial
paper of which are rated by each of the Rating Agencies in its highest rating
category at all times (or, in the case of the REO Account, Collection Account,
Interest Reserve Account, Excess Liquidation Proceeds Reserve Account and Escrow
Account, the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) of which are rated
at least "Aa3" by Moody's (or "A2" by Moody's if such depository institution or
trust company has a short term unsecured debt rating of at least "P-1" by
Moody's), "AA-" by S&P (or "A-" by S&P if such depository institution or trust
company has a short term unsecured debt rating of at least "A-1" by S&P) and
"AA-" by Fitch or, if applicable, the short-term rating equivalent thereof,
which is at least "P-1" by Moody's, "A-1" by S&P and "F-1" by Fitch) or (B) as
to which the Master Servicer, the Special Servicer or the Trustee, as
applicable, has received written confirmation from each of the Rating Agencies
that holding funds in such account would not cause any Rating Agency to qualify,
withdraw or downgrade any of its ratings on the Certificates or (ii) a
segregated trust account (or sub-accounts of a single account in the case of the
Excess Liquidation Proceeds Reserve Account, Interest Reserve Account,
Lower-Tier Distribution Account and the Upper-Tier Distribution Account) or
accounts maintained with a federal or state chartered depository institution or
trust company acting in its fiduciary capacity which, in the case of a state
chartered depository institution or trust company is subject to regulations
substantially similar to 12 C.F.R. ss.9.10(b), or (iii) any other account that,
as evidenced by a written confirmation from each Rating Agency, would not, in
and of itself, cause a downgrade, qualification or withdrawal of the then
current ratings assigned to the Certificates, which may be an account maintained
with the Trustee or the Master Servicer. Eligible Accounts may bear interest.
"Eligible Investor": Any of (i) a Qualified Institutional Buyer that
is purchasing for its own account or for the account of a Qualified
Institutional Buyer to whom notice is given that the offer, sale or transfer is
being made in reliance on Rule 144A, (ii) an Institutional Accredited Investor
or (iii) a Regulation S Investor.
"Environmental Report": The environmental audit report or reports
with respect to each Mortgaged Property delivered to the related Originator(s)
in connection with the origination of the related Mortgage Loan.
"ERISA": The Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.
"Escrow Account": As defined in Section 3.04(b).
"Escrow Payment": Any payment made by any Mortgagor to the Master
Servicer pursuant to the related Mortgage, Lock-Box Agreement or Loan Agreement
for the account of such Mortgagor for application toward the payment of taxes,
insurance premiums, assessments, ground rents, mandated improvements and similar
items in respect of the related Mortgaged Property.
"Euroclear": Euroclear Bank, as operator of the Euroclear System,
and its successors in interest.
"Event of Default": As defined in Section 7.01.
"Excess Liquidation Proceeds": With respect to any Mortgage Loan,
the excess of (i) Liquidation Proceeds of that Mortgage Loan or related REO
Property (including with respect to the Non-Serviced Mortgaged Loan) net of any
related Liquidation Expenses and any amounts payable to a related Companion Loan
Noteholder pursuant to the related Intercreditor Agreement, over (ii) the amount
that would have been received if a Principal Payment in full had been made with
respect to such Mortgage Loan on the Due Date immediately following the date on
which such proceeds were received.
"Excess Liquidation Proceeds Reserve Account": The trust account or
subaccount created and maintained by the Trustee pursuant to Section 3.05(c) in
trust for the Certificateholders, which shall be entitled "Xxxxx Fargo Bank,
N.A., as Trustee, in trust for the registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2007-GG10
- Excess Liquidation Proceeds Reserve Account." Any such account shall be an
Eligible Account.
"Excess Prepayment Interest Shortfall": With respect to any
Distribution Date, the aggregate amount, if any, by which the Prepayment
Interest Shortfall with respect to all Principal Prepayments received during the
related Prepayment Period exceeds the Compensating Interest Payment.
"Exchange Act": The Securities Exchange Act of 1934, as amended and
the rules and regulations thereunder.
"Fairview Industrial Park Mortgage Loan": The Mortgage Loan secured
by a Mortgage on the property identified on the Mortgage Loan Schedule as
Fairview Industrial Park
"Xxxxxx Mae": The Federal National Mortgage Association, and its
successors in interest.
"FDIC": The Federal Deposit Insurance Corporation, and its
successors in interest.
"Festival Foods Intercreditor Agreement": With respect to the
Festival Foods Mortgage Loan, the related intercreditor agreement by and between
the holder of the Festival Foods Mortgage Loan and the Festival Foods
Subordinate Companion Mortgage Loan relating to the relative rights of the
holders of the Festival Foods Mortgage Loan and the Festival Foods Subordinate
Companion Mortgage Loan, as the same may be amended from time to time in
accordance with the terms thereof.
"Festival Foods Mortgage": The Mortgage securing the Festival Foods
Mortgage Loan and the Festival Foods Subordinate Companion Loan.
"Festival Foods Mortgage Loan": With respect to the Festival Foods
Whole Loan, the Mortgage Loan included in the Trust, which is designated as
promissory note A and is senior to the Festival Foods Subordinate Companion Loan
to the extent set forth in the related Loan Documents and as provided in the
Festival Foods Intercreditor Agreement.
"Festival Foods Subordinate Companion Loan": With respect to the
Festival Foods Whole Loan, the related promissory note made by the related
Mortgagor and secured by the Festival Foods Mortgage and designated as
promissory note B, which is not included in the Trust, and is subordinate to the
Festival Foods Mortgage Loan to the extent set forth in the related Loan
Documents and as provided in the Festival Foods Intercreditor Agreement.
"Festival Foods Whole Loan": The Festival Foods Mortgage Loan,
together with the Festival Foods Subordinate Companion Loan, each of which is
secured by the Festival Foods Mortgage. References herein to the Festival Foods
Whole Loan shall be construed to refer to the aggregate indebtedness under the
Festival Foods Mortgage.
"Final Recovery Determination": With respect to any defaulted
Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Mortgage Loan
or REO Property as the case may be, a determination that there has been a
recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds,
REO Revenue and other payments or recoveries that the Special Servicer has
determined in accordance with the Servicing Standard will ultimately be
recoverable; provided that with respect to the Non-Serviced Mortgage Loan, the
Final Recovery Determination shall be made by the applicable Other Special
Servicer in accordance with the related Pooling Agreement.
"Fitch": Fitch, Inc., or its successor in interest.
"Form 8-K Disclosure Information": As defined in Section 10.07.
"Xxxxxxxx Xxxxx Intercreditor Agreement": With respect to the
Xxxxxxxx Xxxxx Mortgage Loan, the related intercreditor agreement by and between
the holder of the Xxxxxxxx Xxxxx Mortgage Loan and the Xxxxxxxx Xxxxx Pari Passu
Companion Mortgage Loan relating to the relative rights of the holders of the
Xxxxxxxx Xxxxx Mortgage Loan and the Xxxxxxxx Xxxxx Pari Passu Companion
Mortgage Loan, as the same may be amended from time to time in accordance with
the terms thereof.
"Xxxxxxxx Xxxxx Mortgage": The Mortgage securing the Xxxxxxxx Xxxxx
Mortgage Loan and the Xxxxxxxx Xxxxx Pari Passu Companion Loan.
"Xxxxxxxx Xxxxx Mortgage Loan": With respect to the Xxxxxxxx Xxxxx
Whole Loan, the Mortgage Loan included in the Trust, which is designated as
promissory note A-2 and which is pari passu in right of payment to the Xxxxxxxx
Xxxxx Pari Passu Companion Loan to the extent set forth in the related Loan
Documents and as provided in the Xxxxxxxx Xxxxx Intercreditor Agreement.
"Xxxxxxxx Xxxxx Noteholders": Collectively, the holder of the
Xxxxxxxx Xxxxx Mortgage Loan and the holder of the Xxxxxxxx Xxxxx Pari Passu
Companion Loan.
"Xxxxxxxx Xxxxx Pari Passu Companion Loan": With respect to the
Xxxxxxxx Xxxxx Whole Loan, the related promissory note made by the related
Mortgagor and secured by the Xxxxxxxx Xxxxx Mortgage and designated as
promissory note A-1, which is not included in the Trust, and is pari passu in
right of payment to the Xxxxxxxx Xxxxx Mortgage Loan to the extent set forth in
the related Loan Documents and as provided in the Xxxxxxxx Xxxxx Intercreditor
Agreement.
"Xxxxxxxx Xxxxx Whole Loan": The Xxxxxxxx Xxxxx Mortgage Loan,
together with the Xxxxxxxx Xxxxx Pari Passu Companion Loan, each of which is
secured by the Xxxxxxxx Xxxxx Mortgage. References herein to the Xxxxxxxx Xxxxx
Whole Loan shall be construed to refer to the aggregate indebtedness under the
Xxxxxxxx Xxxxx Mortgage.
"Xxxxxxx Mac": The Federal Home Loan Mortgage Corporation, and its
successors in interest.
"GCFP": Greenwich Capital Financial Products, Inc., or any successor
thereto.
"GCFP Loan Sale Agreement": The Mortgage Loan Purchase Agreement,
dated as of the Cut-off Date, by and between GCFP and the Depositor.
"Global Certificates": The Class A, Class X, Class A-M, 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, Class P, Class Q and Class S Certificates.
"Green Road Intercreditor Agreement": With respect to the Green Road
Mortgage Loan, the related intercreditor agreement by and between the holder of
the Green Road Mortgage Loan and the Green Road Subordinate Companion Mortgage
Loan relating to the relative rights of the holders of the Green Road Mortgage
Loan and the Green Road Subordinate Companion Mortgage Loan, as the same may be
amended from time to time in accordance with the terms thereof.
"Green Road Mortgage": The Mortgage securing the Green Road Mortgage
Loan and the Green Road Subordinate Companion Loan.
"Green Road Mortgage Loan": With respect to the Green Road Whole
Loan, the Mortgage Loan included in the Trust, which is designated as promissory
note A and is senior to the Green Road Subordinate Companion Loan to the extent
set forth in the related Loan Documents and as provided in the Green Road
Intercreditor Agreement.
"Green Road Subordinate Companion Loan": With respect to the Green
Road Whole Loan, the related promissory note made by the related Mortgagor and
secured by the Green Road Mortgage and designated as promissory note B, which is
not included in the Trust, and is subordinate to the Green Road Mortgage Loan to
the extent set forth in the related Loan Documents and as provided in the Green
Road Intercreditor Agreement.
"Green Road Whole Loan": The Green Road Mortgage Loan, together with
the Green Road Subordinate Companion Loan, each of which is secured by the Green
Road Mortgage. References herein to the Green Road Whole Loan shall be construed
to refer to the aggregate indebtedness under the Green Road Mortgage.
"Ground Lease": The ground lease pursuant to which any Mortgagor
holds a leasehold interest in the related Mortgaged Property.
"Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.
"GSMC": Xxxxxxx Xxxxx Mortgage Company, a New York limited
partnership, and its successors in interest.
"GSMC Defeasance Rights and Obligations": As defined in Section
3.09(d)(i).
"GSMC Loan Sale Agreement": The Mortgage Loan Purchase Agreement,
dated as of the Cut-off Date, by and between GSMC and the Depositor.
"Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now or hereafter existing, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
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": With respect to any Certificate, a Certificateholder; and
with respect to any Lower-Tier Regular Interest, the Trustee.
"Homewood Suites Intercreditor Agreement": With respect to the
Homewood Suites Mortgage Loan, the related intercreditor agreement by and
between the holder of the Homewood Suites Mortgage Loan and the Homewood Suites
Subordinate Companion Mortgage Loan relating to the relative rights of the
holders of the Homewood Suites Mortgage Loan and the Homewood Suites Subordinate
Companion Mortgage Loan, as the same may be amended from time to time in
accordance with the terms thereof.
"Homewood Suites Mortgage": The Mortgage securing the Homewood
Suites Mortgage Loan and the Homewood Suites Subordinate Companion Loan.
"Homewood Suites Mortgage Loan": With respect to the Homewood Suites
Whole Loan, the Mortgage Loan included in the Trust, which is designated as
promissory note A and is senior to the Homewood Suites Subordinate Companion
Loan to the extent set forth in the related Loan Documents and as provided in
the Homewood Suites Intercreditor Agreement.
"Homewood Suites Subordinate Companion Loan": With respect to the
Homewood Suites Whole Loan, the related promissory note made by the related
Mortgagor and secured by the Homewood Suites Mortgage and designated as
promissory note B, which is not included in the Trust, and is subordinate to the
Homewood Suites Mortgage Loan to the extent set forth in the related Loan
Documents and as provided in the Homewood Suites Intercreditor Agreement.
"Homewood Suites Whole Loan": The Homewood Suites Mortgage Loan,
together with the Homewood Suites Subordinate Companion Loan, each of which is
secured by the Homewood Suites Mortgage. References herein to the Homewood
Suites Whole Loan shall be construed to refer to the aggregate indebtedness
under the Homewood Suites Mortgage.
"Indemnified Party": As defined in Section 8.05(c).
"Indemnifying Party": As defined in Section 8.05(c).
"Independent": When used with respect to any specified Person, any
such Person who (i) does not have any direct financial interest, or any material
indirect financial interest, in any of a Mortgage Loan Seller, the Depositor,
the Trustee, the Master Servicer, the Special Servicer, any Mortgagor, the
Companion Loan Noteholders or any Affiliate thereof, and (ii) is not connected
with any such Person 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 Mortgage Loan Sellers, the
Depositor, the Trustee, the Master Servicer, the Special Servicer, any
Mortgagor, the Companion Loan Noteholders 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 Trustee, the
Master Servicer, the Special Servicer, any Mortgagor, the Companion Loan
Noteholders 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": 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": Either (i) any Person that would be an
"independent contractor" with respect to the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate investment
trust (except that the ownership tests set forth in that section shall be
considered to be met by any Person that owns, directly or indirectly, 35% or
more of any Class or 35% or more of the aggregate value of all Classes of
Certificates), provided that the Trust Fund does not receive or derive any
income from such Person and the relationship between such Person and the Trust
Fund is at arm's length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5) (except neither the Master Servicer nor the Special Servicer shall
be considered to be an Independent Contractor under the definition in this
clause (i) unless an Opinion of Counsel (at the expense of the party seeking to
be deemed an Independent Contractor) addressed to the Master Servicer and the
Trustee has been delivered to the Trustee to that effect) or (ii) any other
Person (including the Master Servicer and the Special Servicer) if the Master
Servicer, on behalf of itself and the Trustee, has received an Opinion of
Counsel (at the expense of the party seeking to be deemed an Independent
Contractor) 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 (determined without regard to the
exception applicable 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 (provided that such income would otherwise so qualify).
"Individual Certificate": Any Certificate in definitive, fully
registered form without interest coupons.
"Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated
under the Act, or an entity in which all the equity owners meet such
requirements.
"Insurance Proceeds": Proceeds of any fire and hazard insurance
policy, title policy or other insurance policy relating to a Mortgage Loan or a
Serviced Whole Loan (including any amounts paid by the Master Servicer pursuant
to Section 3.08). In the case of the Non-Serviced Mortgage Loan, to the extent
of any portion of such proceeds or amounts are received by the Trust Fund in
connection with the applicable Mortgage Loan, pursuant to the allocations set
forth in the related Intercreditor Agreement.
"Intercreditor Agreement": Each of the 000 Xxxxx Xxxx Xxxxxx
Intercreditor Agreement, the Disney Building Intercreditor Agreement, the
Xxxxxxx Anaheim Portfolio Intercreditor Agreement, the 0000 00xx Xxxxxx
Intercreditor Agreement, the Crescent Intercreditor Agreement, the Wharf at
Rivertown Intercreditor Agreement, the Lakeside at White Oak Intercreditor
Agreement, the Xxxxxxx Office Center Intercreditor Agreement, the Commonwealth
Square Intercreditor Agreement, the Green Road Intercreditor Agreement, the
Crown Pointe/Xxxxxx Xxxx Intercreditor Agreement, the 0xx Xxxxxx Marketplace
Intercreditor Agreement, the Homewood Suites Intercreditor Agreement, the
Festival Foods Intercreditor Agreement, the JMS Portfolio Intercreditor
Agreement, the Berkshire Office Building Intercreditor Agreement and the
Xxxxxxxx Xxxxx Intercreditor Agreement.
"Interest Accrual Amount": With respect to any Distribution Date and
any Class of Sequential Pay Certificates, an amount equal to interest for the
related Interest Accrual Period at the Pass-Through Rate for such Class on the
related Certificate Principal Amount. With respect to any Distribution Date and
the Class X Certificates, an amount equal to the sum of the Accrued Component
Interest for the related Interest Accrual Period for all of the respective
Components for such Class for such Interest Accrual Period. Calculations of
interest due in respect of the Certificates shall be made on the basis of a
360-day year consisting of twelve 30-day months.
"Interest Accrual Period": With respect to any Distribution Date and
any Class of Certificates, the calendar month preceding the month in which such
Distribution Date occurs. Each Interest Accrual Period with respect to each
Class of Certificates is assumed to consist of 30 days.
"Interest Distribution Amount": With respect to any Distribution
Date and with respect to each Class of Regular Certificates, an amount equal to
(A) the sum of (i) the Interest Accrual Amount for such Distribution Date and
(ii) the Interest Shortfall, if any, for such Distribution Date, less (B) any
Excess Prepayment Interest Shortfall allocated to such Class on such
Distribution Date pursuant to Section 4.01(g).
"Interest Reserve Account": The trust account or subaccount created
and maintained by the Trustee pursuant to Section 3.25, which shall be entitled
"Xxxxx Fargo Bank, N.A., as Trustee, in trust for Holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series
2007-GG10, Interest Reserve Account" and which shall be an Eligible Account.
"Interest Shortfall": With respect to any Distribution Date for any
Class of Regular Certificates, the sum of (a) the portion, of the Interest
Distribution Amount for such Class remaining unpaid as of the close of business
on the preceding Distribution Date, and (b) to the extent permitted by
applicable law, (i) other than in the case of the Class X Certificates, one
month's interest on that amount remaining unpaid at the Pass-Through Rate
applicable to such Class for the current Distribution Date, and (ii) in the case
of the Class X Certificates, one month's interest on that amount remaining
unpaid at the WAC Rate for such Distribution Date.
"Interested Person": As of any date of determination, the Depositor,
the Master Servicer, the Special Servicer, the Trustee, any Mortgage Loan
Seller, any Mortgagor, any manager of a Mortgaged Property, any Independent
Contractor engaged by the Special Servicer pursuant to Section 3.17, or any
Person known to a Responsible Officer of the Trustee to be an Affiliate of any
of them.
"Investment Account": As defined in Section 3.07(a).
"Investment Representation Letter": As defined in Section
5.02(c)(i)(A).
"Investor Certification": A certification in the form of Exhibit O-1
hereto.
"IRS": The Internal Revenue Service.
"JMS Portfolio Intercreditor Agreement": With respect to the JMS
Portfolio Mortgage Loan, the related intercreditor agreement by and between the
holder of the JMS Portfolio Mortgage Loan and the JMS Portfolio Subordinate
Companion Mortgage Loan relating to the relative rights of the holders of the
JMS Portfolio Mortgage Loan and the JMS Portfolio Subordinate Companion Mortgage
Loan, as the same may be amended from time to time in accordance with the terms
thereof.
"JMS Portfolio Mortgage": The Mortgage securing the JMS Portfolio
Mortgage Loan and the JMS Portfolio Subordinate Companion Loan.
"JMS Portfolio Mortgage Loan": With respect to the JMS Portfolio
Whole Loan, the Mortgage Loan included in the Trust, which is designated as
promissory note A and is senior to the JMS Portfolio Subordinate Companion Loan
to the extent set forth in the related Loan Documents and as provided in the JMS
Portfolio Intercreditor Agreement.
"JMS Portfolio Subordinate Companion Loan": With respect to the JMS
Portfolio Whole Loan, the related promissory note made by the related Mortgagor
and secured by the JMS Portfolio Mortgage and designated as promissory note B,
which is not included in the Trust, and is subordinate to the JMS Portfolio
Mortgage Loan to the extent set forth in the related Loan Documents and as
provided in the JMS Portfolio Intercreditor Agreement.
"JMS Portfolio Whole Loan": The JMS Portfolio Mortgage Loan,
together with the JMS Portfolio Subordinate Companion Loan, each of which is
secured by the JMS Portfolio Mortgage. References herein to the JMS Portfolio
Whole Loan shall be construed to refer to the aggregate indebtedness under the
JMS Portfolio Mortgage.
"Joint Loan": With respect to Greenwich and Xxxxxx, the 1615 L
Street Mortgage Loan and the Xxxxx Fargo Tower Mortgage Loan, and with respect
to Greenwich and Wachovia, the 000 Xxxx 00xx Xxxxxx Mortgage Loan.
"Lakeside at White Oak Intercreditor Agreement": With respect to the
Lakeside at White Oak Mortgage Loan, the related intercreditor agreement by and
between the holder of the Lakeside at White Oak Mortgage Loan and the Lakeside
at White Oak Subordinate Companion Mortgage Loan relating to the relative rights
of the holders of the Lakeside at White Oak Mortgage Loan and the Lakeside at
White Oak Subordinate Companion Mortgage Loan, as the same may be amended from
time to time in accordance with the terms thereof.
"Lakeside at White Oak Mortgage": The Mortgage securing the
Lakeside at White Oak Mortgage Loan and the Lakeside at White Oak Subordinate
Companion Loan.
"Lakeside at White Oak Mortgage Loan": With respect to the Lakeside
at White Oak Whole Loan, the Mortgage Loan included in the Trust, which is
designated as promissory note A and is senior to the Lakeside at White Oak
Subordinate Companion Loan to the extent set forth in the related Loan Documents
and as provided in the Lakeside at White Oak Intercreditor Agreement.
"Lakeside at White Oak Subordinate Companion Loan": With respect to
the Lakeside at White Oak Whole Loan, the related promissory note made by the
related Mortgagor and secured by the Lakeside at White Oak Mortgage and
designated as promissory note B, which is not included in the Trust, and is
subordinate to the Lakeside at White Oak Mortgage Loan to the extent set forth
in the related Loan Documents and as provided in the Lakeside at White Oak
Intercreditor Agreement.
"Lakeside at White Oak Whole Loan": The Lakeside at White Oak
Mortgage Loan, together with the Lakeside at White Oak Subordinate Companion
Loan, each of which is secured by the Lakeside at White Oak Mortgage. References
herein to the Lakeside at White Oak Whole Loan shall be construed to refer to
the aggregate indebtedness under the Lakeside at White Oak Mortgage.
"Xxxxxx": Xxxxxx Brothers Holdings Inc.
"Xxxxxx Loan Sale Agreement": The Mortgage Loan Purchase Agreement,
dated as of the Cut-off Date, by and between Xxxxxx and the Depositor.
"Liquidation Event": With respect to any Mortgage Loan or Serviced
Whole Loan, any of the following events: (i) such Mortgage Loan or Serviced
Whole Loan is paid in full; (ii) a Final Recovery Determination is made with
respect to such Mortgage Loan or Serviced Whole Loan; (iii) such Mortgage Loan
is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6 of
the related Loan Sale Agreement; (iv) such Mortgage Loan or Serviced Whole Loan
is purchased by the Controlling Class Option Holder pursuant to Section 3.18(b);
(v) such Mortgage Loan or Serviced Whole Loan is purchased by the Special
Servicer, the Master Servicer, the Holders of the Controlling Class, the Holders
of the Class LR Certificates or the Remaining Certificateholder pursuant to
Section 9.01; (vi) such Mortgage Loan is purchased by the holder of a mezzanine
loan pursuant to the related intercreditor agreement; (vii) the taking of a
Mortgaged Property (or portion thereof) by exercise of the power of eminent
domain or condemnation, or (viii) such Mortgage Loan is purchased by the
applicable Companion Loan Noteholder pursuant to the applicable Intercreditor
Agreement or the Other Pooling Agreement. With respect to any REO Property (and
the related REO Mortgage Loan), any of the following events: (i) a Final
Recovery Determination is made with respect to such REO Property; (ii) such REO
Property is purchased by the Master Servicer, the Special Servicer, the Holders
of the Controlling Class pursuant to Section 9.01; (iii) the taking of a REO
Property (or portion thereof) by exercise of the power of eminent domain or
condemnation or (iv) such REO Property is purchased by the holder of a mezzanine
loan pursuant to the related intercreditor agreements.
"Liquidation Expenses": All customary, reasonable and necessary
costs and expenses incurred by the Master Servicer, the Special Servicer and the
Trustee in connection with the liquidation of any Specially Serviced Mortgage
Loan or REO Property acquired in respect thereof or final payoff of a Corrected
Mortgage Loan (including, without limitation, legal fees and expenses, committee
or referee fees, and, if applicable, brokerage commissions, and conveyance taxes
associated with such Mortgage Loan or Mortgaged Property).
"Liquidation Fee": With respect to each Specially Serviced Mortgage
Loan or REO Mortgage Loan as to which the Special Servicer receives a full,
partial or discounted payoff (or unscheduled partial payment to the extent such
prepayment is required by the Special Servicer as a condition to a workout) and
each Specially Serviced Mortgage Loan or REO Property as to which the Special
Servicer receives Liquidation Proceeds, Insurance Proceeds or Condemnation
Proceeds, an amount calculated by the application of 1% to the related payment
or proceeds (exclusive of any portion of such payoff or proceeds that represents
Default Interest); provided, however, that (a) the Liquidation Fee with respect
to any Mortgage Loan or Serviced Whole Loan or Mortgaged Property purchased or
repurchased pursuant to clauses (iii) through (vi) and clause (viii) of the
first sentence of the definition of Liquidation Event (unless with respect to
(A) clause (iii), the applicable Mortgage Loan Seller does not repurchase such
Mortgage Loan until after more than 180 days following its receipt of notice or
discovery of a Material Breach or Material Defect and (B) clause (vi), the
holder of a mezzanine loan does not purchase such Mortgage Loan until after more
than 60 days after the date the related purchase option becomes exercisable or
if the holder of a mezzanine loan is required to include the Liquidation Fee as
part of its purchase price) or clauses (ii) or (iv) of the second sentence of
such definition shall be zero and (b) the Liquidation fee with respect to each
Mortgage Loan or REO Mortgage Loan repurchased after more than 180 days
following the Mortgage Loan Seller's receipt of notice or discovery of a
Material Breach or Material Defect shall be in an amount equal to 1% of the
outstanding principal balance of such Mortgage Loan or REO Mortgage Loan.
"Liquidation Proceeds": The amount (other than Insurance Proceeds)
received in connection with a Liquidation Event.
"Loan Agreement": With respect to any Mortgage Loan and Serviced
Companion Loan, the loan agreement, if any, between the related Originator(s)
and the Mortgagor, pursuant to which such Mortgage Loan and Serviced Companion
Loan was made.
"Loan Documents": With respect to any Mortgage Loan and Serviced
Companion Loan, the documents executed or delivered in connection with the
origination of such Mortgage Loan and Serviced Companion Loan, or subsequently
added to the related Mortgage File.
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that are
Group 1 Mortgage Loans and any successor REO Mortgage Loans with respect
thereto.
"Loan Group 1 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Funds attributable to
Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (x) the sum of (a) the Loan
Group 1 Principal Shortfall for such Distribution Date and (b) that portion, if
any, of the Principal Distribution Amount for such Distribution Date
attributable to Loan Group 1; provided that the Loan Group 1 Principal
Distribution Amount for any Distribution Date shall be reduced by the amount of
any reimbursements of (i) Nonrecoverable Advances plus interest on such
Nonrecoverable Advances that are paid or reimbursed from principal collections
on the Group 1 Mortgage Loans in a period during which such principal
collections would have otherwise been included in the Loan Group 1 Principal
Distribution Amount for such Distribution Date, (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on
the Group 1 Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Loan Group 1 Principal Distribution
Amount for such Distribution Date and (iii) following the reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of (A) the total
amount of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts,
plus interest on such Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts, that would have been paid or reimbursed from principal collections on
the Group 2 Mortgage Loans as provided for in clauses (i) and (ii) of the
definition of "Loan Group 2 Principal Distribution Amount" had the aggregate
amount available for distribution of principal with respect to Loan Group 2 been
sufficient to make such reimbursements in full, over (B) the aggregate amount
available for distribution of principal with respect to Loan Group 2 (prior to
giving effect to clauses (i), (ii) and (iii) of the definition of "Loan Group 2
Principal Distribution Amount") for that Distribution Date (provided, further,
that, with respect to the amounts identified in clauses (i), (ii) and (iii)
above, if any of such amounts that were reimbursed from principal collections on
the Group 1 Mortgage Loans are subsequently recovered on the related Mortgage
Loan, such recovery will be applied to increase the Loan Group 1 Principal
Distribution Amount for the Distribution Date related to the period in which
such recovery occurs) and (y) after reduction of the Class A-1A Certificates to
zero, the Loan Group 2 Principal Distribution Amount (or portion thereof
remaining after the Class A-1A Certificates has been reduced to zero and
assuming for purposes of this calculation that the Loan Group 2 Principal
Distribution Amount has been distributed prior to the distribution of the Loan
Group 1 Principal Distribution Amount on such Distribution Date).
"Loan Group 1 Principal Shortfall": With respect to any Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Loan Group 1
Principal Distribution Amount for the prior Distribution Date and (b) the
Certificate Principal Amount of the Class A-1, Class A-2, Class A-3, Class A-AB
and Class A-4 Certificates, exceeds (2) the aggregate amount distributed in
respect of principal on the Class A-1, Class A-2, Class A-3, Class A-AB and
Class A-4 Certificates on the prior Distribution Date. There will be no Loan
Group 1 Principal Shortfall on the first Distribution Date.
"Loan Group 2": Collectively, all of the Mortgage Loans that are
Group 2 Mortgage Loans and any successor REO Mortgage Loans with respect
thereto.
"Loan Group 2 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Funds attributable to
Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (x) the sum of (a) the Loan
Group 2 Principal Shortfall for such Distribution Date and (b) that portion, if
any, of the Principal Distribution Amount for such Distribution Date
attributable to Loan Group 2; provided that the Loan Group 2 Principal
Distribution Amount for any Distribution Date shall be reduced by the amount of
any reimbursements of (i) Nonrecoverable Advances plus interest on such
Nonrecoverable Advances that are paid or reimbursed from principal collections
on the Group 2 Mortgage Loans in a period during which such principal
collections would have otherwise been included in the Loan Group 2 Principal
Distribution Amount for such Distribution Date, (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on
the Group 2 Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Loan Group 2 Principal Distribution
Amount for such Distribution Date and (iii) following the reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of (A) the total
amount of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts,
plus interest on such Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts, that would have been paid or reimbursed from principal collections on
the Group 1 Mortgage Loans as provided for in clauses (i) and (ii) of the
definition of "Loan Group 1 Principal Distribution Amount" had the aggregate
amount available for distribution of principal with respect to Loan Group 1 been
sufficient to make such reimbursements in full, over (B) the aggregate amount
available for distribution of principal with respect to Loan Group 1 (prior to
giving effect to clauses (i), (ii) and (iii) of the definition of "Loan Group 1
Principal Distribution Amount") for that Distribution Date (provided, further,
that, with respect to the amounts identified in clauses (i), (ii) and (iii)
above, if any of such amounts that were reimbursed from principal collections on
the Group 2 Mortgage Loans are subsequently recovered on the related Mortgage
Loan, such recovery will be applied to increase the Loan Group 2 Principal
Distribution Amount for the Distribution Date related to the period in which
such recovery occurs) and (y) after reduction of the Class A-4 Certificates to
zero, the Loan Group 1 Principal Distribution Amount (or portion thereof
remaining after the Class A-4 Certificates has been reduced to zero and assuming
for purposes of this calculation that the Loan Group 1 Principal Distribution
Amount has been distributed prior to the distribution of the Loan Group 2
Principal Distribution Amount on such Distribution Date).
"Loan Group 2 Principal Shortfall": With respect to any Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Loan Group 2
Principal Distribution Amount for the prior Distribution Date and (b) the
Certificate Principal Amount of the Class A-1A Certificates, exceeds (2) the
aggregate amount distributed in respect of principal on the Class A-1A
Certificates on the prior Distribution Date. There will be no Loan Group 2
Principal Shortfall on the first Distribution Date.
"Loan Number" or "Loan No.": With respect to any Mortgage Loan, the
loan number by which such Mortgage Loan was identified on the books and records
of the Depositor or any sub-servicer for the Depositor, as set forth in the
Mortgage Loan Schedule.
"Loan Sale Agreement": The GSMC Loan Sale Agreement, the GCFP Loan
Sale Agreement, the Xxxxxx Loan Sale Agreement and the Wachovia Loan Sale
Agreement.
"Loan-to-Value Ratio": With respect to any Mortgage Loan or Whole
Loan, as of any date of determination, the fraction, expressed as a percentage,
the numerator of which is the then unpaid principal balance of such Mortgage
Loan or Whole Loan, as applicable, and the denominator of which is the Appraised
Value of the related Mortgaged Property as determined by an Appraisal thereof.
"Lock-Box Account": With respect to any Mortgaged Property, if
applicable, any account created pursuant to any documents relating to a Mortgage
Loan to receive rental or other income generated by the Mortgaged Property. Any
Lock-Box Account shall be beneficially owned for federal income tax purposes by
the Person who is entitled to receive the reinvestment income or gain thereon in
accordance with the terms and provisions of the related Mortgage Loan and
Section 3.07, which Person shall be taxed on all reinvestment income or gain
thereon.
"Lock-Box Agreement": With respect to any Mortgage Loan, the
lock-box or other similar agreement, if any, between the related Originator(s)
and the Mortgagor, pursuant to which the related Lock-Box Account, if any, may
have been established.
"Lock-out Period": With respect to any Mortgage Loan, the period of
time specified in the related Loan Documents during which voluntary prepayments
by the related Mortgagor are prohibited.
"Lower-Tier Distribution Account": The account or accounts created
and maintained as a separate account (or separate sub-account within the same
account as the Upper-Tier Distribution Account) or accounts by the Trustee
pursuant to Section 3.05(b), which shall be entitled "Xxxxx Fargo Bank, N.A., as
Trustee, in trust for Holders of GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2007-GG10, Lower-Tier
Distribution Account" and which must be an Eligible Account. The Lower-Tier
Distribution Account shall be an asset of the Lower-Tier REMIC.
"Lower-Tier Principal Balance": The principal amount of any
Lower-Tier Regular Interest outstanding as of any date of determination. As of
the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular
Interest shall equal the Original Lower-Tier Principal Balance as set forth in
the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier
Principal Balance of each Lower-Tier Regular Interest shall be permanently
reduced by all distributions of principal deemed to have been made in respect of
such Lower-Tier Regular Interest on such Distribution Date pursuant to Section
4.01(a)(ii), and shall be further permanently reduced on such Distribution Date
by all Realized Losses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.01(f).
"Lower-Tier Regular Interests": The Class LA-1, Class LA-2, Class
LA-3, Class LA-AB, Class LA-4, Class LA-1A, Class LA-M, Class LA-J, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ, Class LK,
Class LL, Class LM, Class LN, Class LO, Class LP, Class LQ and Class LS
Interests.
"Lower-Tier REMIC": A segregated asset pool within the Trust Fund
consisting of the Mortgage Loans, collections thereon, any related REO Property
(or a beneficial interest in the applicable portion of the "REO Property" under
the Other Pooling Agreement related to the Non-Serviced Mortgage Loan) acquired
in respect thereof and all proceeds of such REO Property, other property of the
Trust Fund related thereto, and amounts held in respect thereof from time to
time in the Collection Account, the Interest Reserve Account, the Lower-Tier
Distribution Account, the related REO Account and the Excess Liquidation
Proceeds Reserve Account, in each case excluding amounts allocable to any
Serviced Companion Loan.
"Xxxxxxx Anaheim Portfolio Intercreditor Agreement": With respect to
the Xxxxxxx Anaheim Portfolio Mortgage Loan, the related intercreditor agreement
by and between the holder of the Xxxxxxx Anaheim Portfolio Mortgage Loan and the
Xxxxxxx Anaheim Portfolio Subordinate Companion Mortgage Loan relating to the
relative rights of the holders of the Xxxxxxx Anaheim Portfolio Mortgage Loan
and the Xxxxxxx Anaheim Portfolio Subordinate Companion Mortgage Loan, as the
same may be amended from time to time in accordance with the terms thereof.
"Xxxxxxx Anaheim Portfolio Mortgage": The Mortgage securing the
Xxxxxxx Anaheim Portfolio Mortgage Loan and the Xxxxxxx Anaheim Portfolio
Subordinate Companion Loan.
"Xxxxxxx Anaheim Portfolio Mortgage Loan": With respect to the
Xxxxxxx Anaheim Portfolio Whole Loan, the Mortgage Loan included in the Trust,
which is designated as promissory note A and is senior to the Xxxxxxx Anaheim
Portfolio Subordinate Companion Loan to the extent set forth in the related Loan
Documents and as provided in the Xxxxxxx Anaheim Portfolio Intercreditor
Agreement.
"Xxxxxxx Anaheim Portfolio Subordinate Companion Loan": With respect
to the Xxxxxxx Anaheim Portfolio Whole Loan, the related promissory note made by
the related Mortgagor and secured by the Xxxxxxx Anaheim Portfolio Mortgage and
designated as promissory note B, which is not included in the Trust, and is
subordinate to the Xxxxxxx Anaheim Portfolio Mortgage Loan to the extent set
forth in the related Loan Documents and as provided in the Xxxxxxx Anaheim
Portfolio Intercreditor Agreement.
"Xxxxxxx Anaheim Portfolio Whole Loan": The Xxxxxxx Anaheim
Portfolio Mortgage Loan, together with the Xxxxxxx Anaheim Portfolio Subordinate
Companion Loan, each of which is secured by the Xxxxxxx Anaheim Portfolio
Mortgage. References herein to the Xxxxxxx Anaheim Portfolio Whole Loan shall be
construed to refer to the aggregate indebtedness under the Xxxxxxx Anaheim
Portfolio Mortgage.
"Xxxxxxx Assumption Review Fees": With respect to the Two California
Plaza Mortgage Loan, 000 Xxxxx Xxxx Xxxxxx Mortgage Loan, Xxxxxxx Anaheim
Portfolio Whole Loan and 3800 Xxxxxxx Mortgage Loan, the "reasonable review fee"
payable by the Mortgagor pursuant to Section 5.26.6 of the related Loan
Agreement, which fee in the case of the Two California Plaza Mortgage Loan shall
be $50,000 and in the case of each of the other Mortgage Loans set forth in this
definition, shall be $35,000.
"MAI": Member of the Appraisal Institute.
"Manager": With respect to any Mortgage Loan, any property manager
for the related Mortgaged Properties.
"Master Servicer": Wachovia Bank, National Association, a national
banking association, or its successor in interest, or any successor Master
Servicer appointed as herein provided.
"Master Servicer Remittance Date": With respect to any Distribution
Date, the Business Day immediately preceding such Distribution Date.
"Material Breach": As defined in Section 2.03(a).
"Material Document Defect": As defined in Section 2.03(a).
"Maturity Date": With respect to each Mortgage Loan, the maturity
date as set forth on the Mortgage Loan Schedule.
"Mezz Cap B Loan": The Festival Foods Subordinate Companion Loan,
the JMS Portfolio Subordinate Companion Loan and the Berkshire Office Building
Subordinate Companion Loan.
"Modified Loan": Any Mortgage Loan or any Serviced Whole Loan as to
which any Servicing Transfer Event has occurred and which has been modified by
the Special Servicer pursuant to Section 3.27 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 Mortgage 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 Mortgage Loan or
Serviced Whole Loan or materially reduces the likelihood of timely payment
of amounts due thereon.
"Monthly Payment": With respect to any Mortgage Loan or Serviced
Whole Loan, as applicable, (other than any REO Mortgage Loan) and any Due Date,
the scheduled monthly payment of principal (if any) and interest at the related
Mortgage Rate, which is payable by the related Mortgagor on such Due Date under
the related Note or Notes. The Monthly Payment with respect to (i) an REO
Mortgage Loan, or (ii) any Mortgage Loan which is delinquent at its respective
Maturity Date and with respect to which the Special Servicer does not enter into
an extension, is the monthly payment that would otherwise have been payable on
the related Due Date had the related Note not been discharged or the related
Maturity Date had not been reached, as the case may be, determined as set forth
in the preceding sentence and on the assumption that all other amounts, if any,
due thereunder are paid when due.
"Moody's": Xxxxx'x Investors Service, Inc. or its successors in
interest.
"Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on or first priority ownership interest in a Mortgaged Property
securing a Note and the related note(s) in favor of a Companion Loan Noteholder.
"Mortgage File": With respect to any Mortgage Loan, subject to
Section 2.01(b), collectively the following documents:
(1) (A) the original executed Note for such Mortgage Loan, endorsed
(without recourse, representation or warranty, express or implied) to the
order of "Xxxxx Fargo Bank, N.A., as trustee for the registered holders of
GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2007-GG10" or in blank, and further showing a
complete, unbroken chain of endorsement from the originator (if such
originator is not the applicable Mortgage Loan Seller) (or, alternatively,
if the original executed Note has been lost, a lost note affidavit and
indemnity with a copy of such Note), and (B) in the case of a Whole Loan,
a copy of the executed Note for the related Companion Loans;
(2) 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;
(3) 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;
(4) 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 "Xxxxx Fargo Bank, N.A.,
as trustee for the registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series
2007-GG10" (or, in each case, a copy thereof, certified to be the copy of
such assignment submitted for recording);
(5) an original or copy of the assignment of all unrecorded
documents relating to the Mortgage Loan, in favor of "Xxxxx Fargo Bank,
N.A., as trustee for the registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series
2007-GG10";
(6) originals or copies of final written modification agreements in
those instances where the terms or provisions of the Note for such
Mortgage Loan (or, if applicable, any Note of a Whole Loan) 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;
(7) 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);
(8) with respect to Mortgage Loans secured by hospitality properties
only, 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 "Xxxxx Fargo Bank, N.A., in its capacity as trustee for the registered
holders of GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2007-GG10";
(9) an original or copy of the related Ground Lease relating to such
Mortgage Loan, if any;
(10) an original or copy of the related loan agreement, if any;
(11) an original of the related guaranty of payment under, or a copy
of the original letter of credit in connection with, such Mortgage Loan,
if any;
(12) an original or copy of the lock box agreement or cash
management agreement relating to such Mortgage Loan, if any;
(13) an original or copy of the environmental indemnity from the
related Mortgagor, if any;
(14) 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;
(15) 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 (5)), in favor of "Xxxxx
Fargo Bank, N.A., in its capacity as trustee for the registered holders of
GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2007-GG10";
(16) in the case of a Whole Loan, a copy of the related
Intercreditor Agreement;
(17) 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;
(18) an original or copy of any related Environmental Insurance
Policy; and
(19) 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 a Custodian appointed
thereby, such term shall not be deemed to include such documents and
instruments required to be included therein unless they are actually so
received; provided, further, that if the related Mortgage has been
recorded in the name of Mortgage Electronic Registration Systems, Inc.
("MERS") or its designee, no assignment of Mortgage, Assignment of Leases
or other recorded document or UCC Financing Statement in favor of the
Trustee will be required to be prepared or delivered and instead, the
Mortgage Loan Seller shall take all actions as are necessary to cause the
Trustee to be shown as, and shall deliver evidence of any such transfers
to the Master Servicers and the Special Servicer, and the Trustee shall
take all actions necessary to confirm that it is shown as, the owner of
the related Mortgage or the secured party on the related UCC Financing
Statements on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS.
Notwithstanding anything to the contrary contained herein, with respect to
the Non-Serviced Mortgage Loan, the preceding document delivery
requirements with respect to clauses (2) through (15) and (17) through
(19) above shall be met by the delivery by the applicable Mortgage Loan
Seller of copies of mortgage file delivered under the applicable Other
Pooling Agreement.
"Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund, the mortgage loans originally so transferred, assigned and held being
identified on the Mortgage Loan Schedule as of the Cut-Off Date. Such term shall
include any REO Mortgage Loan or defeased Mortgage Loan.
"Mortgage Loan Schedule": The list of Mortgage Loans included in the
Trust Fund as of the Closing Date being attached hereto as Exhibit B, which list
shall set forth the following information with respect to each Mortgage Loan:
(i) the 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) Servicing Fee
Rate (separately identifying any primary servicing fee rate or
subservicing fee rate included in the Servicing Fee Rate, and in the
case of each Whole Loan, separately identifying the Servicing Fee
Rate applicable to each Companion Loan in such Whole Loan);
(x) whether the Mortgage Loan is secured by a Ground Lease;
(xi) the Mortgage Loan Seller(s);
(xii) whether the related Mortgage Loan is a Defeasance Loan;
(xiii) whether the Mortgage Loan is cross-collateralized and
the cross-collateralized group it belongs to; and
(xiv) whether such Mortgage Loan is part of a Whole Loan, 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 Loans in such Whole Loan.
The Mortgage Loan Schedule shall also set forth the total of the amounts
described under clauses (v) and (viii) above for all of the Mortgage Loans.
"Mortgage Loan Seller": Each of GCFP, GSMC, Xxxxxx and Wachovia, and
their respective successors in interest.
"Mortgage Rate": With respect to any Mortgage Loan or Serviced Whole
Loan, the per annum rate at which interest accrues on such Mortgage Loan as
stated in the related Note, in each case without giving effect to the Default
Rate with respect to any Mortgage Loan or the related note(s) held by a
Companion Loan Noteholder. 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, for purposes of calculating the WAC Rate, 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 each Mortgage Loan that accrues interest on the basis of a 360-day
year and the actual number of days, (i) the Mortgage Rate for the one-month
period preceding the Due Dates in January and February in any year which is not
a leap year and in February in any year which is a leap year (unless, in either
case, the related Distribution Date is the final Distribution Date), shall be
determined net of any Withheld Amounts and (ii) the Mortgage Rate for the
one-month period preceding the Due Date in March shall be determined taking into
account the addition of any such Withheld Amounts.
"Mortgaged Property": The underlying property securing a Mortgage
Loan and the related Serviced Companion Loan(s), including any REO Property
(including with respect to the Non-Serviced Mortgaged Loan), consisting of a fee
simple estate, and, with respect to certain Mortgage Loans and the related
Serviced Companion Loan(s), a leasehold estate, or both a leasehold estate and a
fee simple estate, or a leasehold estate in a portion of the property and a fee
simple estate in the remainder, in a parcel of land improved by a commercial or
multifamily property, together with any personal property, fixtures, leases and
other property or rights pertaining thereto.
"Mortgagor": The obligor or obligors on a Note and the related
note(s) in favor of a Companion Loan Noteholder(s), including, without
limitation, any Person that has acquired the related Mortgaged Property and
assumed the obligations of the original obligor under such Note and the related
note(s) in favor of a Companion Loan Noteholder(s).
"Mortgagor Account": As defined in Section 3.07(a).
"Multifamily Representations": As defined in the applicable Loan
Sale Agreement.
"Net Insurance Proceeds": Insurance Proceeds, to the extent such
proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the express
requirements of the Mortgage or Note or other Loan Documents included in the
Mortgage File or in accordance with the Servicing Standard, or with respect to
the Environmental Insurance Policy, applied to pay any costs, expenses,
penalties, fines or similar items.
"Net Liquidation Proceeds": The Liquidation Proceeds received with
respect to any Mortgage Loan or Serviced Whole Loan (including an REO Mortgage
Loan) net of the amount of (i) Liquidation Expenses incurred with respect
thereto and, (ii) with respect to proceeds received in connection with the
taking of a Mortgaged Property (or portion thereof) by the power of eminent
domain in condemnation, amounts required to be applied to the restoration or
repair of the related Mortgaged Property.
"Net Mortgage Rate": With respect to any Mortgage Loan and any
Distribution Date, the per annum rate equal to the Mortgage Rate for such
Mortgage Loan minus the related Administrative Cost Rate (adjusted if necessary
to accrue on the basis of a 360-day year consisting of twelve 30-day months);
provided, however, that, for purposes of calculating any Pass-Through Rate, the
Net Mortgage Rate of such Mortgage Loan shall be determined without regard to
any modification, waiver or amendment of the terms of such Mortgage Loan,
whether agreed to by the Special Servicer or resulting from bankruptcy,
insolvency or any similar proceeding involving the related Mortgagor.
"Net REO Proceeds": With respect to each REO Property and any
related REO Mortgage Loan, REO Proceeds with respect to such REO Property or REO
Mortgage Loan (other than the proceeds of a liquidation thereof) net of any
insurance premiums, taxes, assessments, ground rents and other costs and
expenses permitted to be paid therefrom pursuant to Section 3.17(b) of this
Agreement.
"New Lease": Any lease of REO Property entered into on behalf of the
Trust Fund, including any lease renewed or extended on behalf of the Trust Fund,
if the Trust Fund has the right to renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Property 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 Property Advance, as applicable,
and taking into account factors such as all other outstanding Advances, either
(a) has determined that such Workout-Delayed Reimbursement Amounts, would not
ultimately be recoverable from late collections or any other recovery on or in
respect of the related Mortgage Loan or Whole Loan or REO Mortgage Loan, or (b)
has determined that such Workout-Delayed Reimbursement Amount, along with any
other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to
the party that made such Advance) or unreimbursed Nonrecoverable Advances, would
not be ultimately recoverable from the principal portion of future general
collections on the Mortgage Loans and REO Properties.
"Nonrecoverable P&I Advance": With respect to any Mortgage Loan, any
P&I Advance previously made or proposed to be made in respect of such Mortgage
Loan or a related REO Mortgage Loan by the Master Servicer or the Trustee, or in
the case of the Non-Serviced Mortgage Loan, made by the Other Master Servicer,
the Master Servicer or the Trustee, which P&I Advance such party or the Special
Servicer has determined pursuant to and in accordance with Section 4.06, would
not or 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, Whole Loan or REO Mortgage Loan, as the
case may be.
"Nonrecoverable Property Advance": Any Property Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property by the
Master Servicer, the Special Servicer or the Trustee, or in the case of the
Non-Serviced Mortgage Loan, made by the Other Master Servicer or the Other
Trustee, which Property Advance such party has determined pursuant to and in
accordance with Section 3.22 (or in the case of the Special Servicer made, or to
be made, by any one of them), in its reasonable, good faith judgment, will not
be ultimately recoverable from late payments, Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds, or any other recovery on or in respect of such
Mortgage Loan, Whole Loan or REO Property, as the case may be. Any Property
Advance that is not required to be repaid by the related Mortgagor under the
terms of the related Loan Documents shall be deemed to be a Nonrecoverable
Advance for purposes of the Master Servicer's, the Special Servicer's or the
Trustee's entitlement to reimbursement for such Advance.
"Non-Serviced Companion Loan": The Xxxxxxxx Xxxxx Companion Loan.
"Non-Serviced Mortgage Loan": The Xxxxxxxx Xxxxx Mortgage Loan.
"Non-Serviced Whole Loan": The Xxxxxxxx Xxxxx Whole Loan.
"Non-Serviced Whole Loan Servicing Fee Rate": The servicing fee rate
paid to the Other Master Servicer under the Other Pooling Agreement in
connection with the servicing of the Non-Serviced Whole Loan.
"Non-U.S. Person": A person other than a U.S. Person.
"Note": With respect to any Mortgage Loan as of any date of
determination, the note or other evidence of indebtedness and/or agreements
evidencing the indebtedness of a Mortgagor under such Mortgage Loan, including
any amendments or modifications, or any renewal or substitution notes, as of
such date.
"Notice of Termination": Any of the notices given to the Trustee by
the Master Servicer, the Depositor or any Holder of a Class LR Certificate
pursuant to Section 9.01(c).
"Notional Amount": For any date of determination, (a) with respect
to the Class X Certificates, a notional principal amount equal to the Class X
Notional Amount and (b) in the case of each Component, the amount set forth in
the applicable definition thereof.
"Officers' Certificate": A certificate signed by a Servicing Officer
of the Master Servicer or the Special Servicer, as the case may be, or an
authorized officer of the Depositor, and delivered to the Depositor, the
Trustee, the Master Servicer or the Special Servicer, as the case may be.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be counsel for the Depositor, the Special Servicer or the Master
Servicer, as the case may be, acceptable to the Trustee, except that any opinion
of counsel relating to (a) qualification of the Upper-Tier REMIC or Lower-Tier
REMIC or the imposition of tax under the REMIC Provisions on any income or
property of either such REMIC, (b) compliance with the REMIC Provisions
(including application of the definition of "Independent Contractor") or (c) a
resignation of the Master Servicer or Special Servicer pursuant to Section 6.04,
must be an opinion of counsel who is Independent of the Depositor, the Special
Servicer and the Master Servicer.
"Option": As defined in Section 3.18(b).
"Option Holder": As defined in Section 3.18(b).
"Option Notice": As defined in Section 3.18(b).
"Option Purchase Price": As defined in Section 3.18(c).
"Original Class X Notional Amount": $7,562,773,702.
"Original Notional Amount": The Original Class X Notional Amount.
"Originator": Each of Greenwich Capital Financial Products, Inc.,
Xxxxxxx Xxxxx Commercial Mortgage Capital, L.P., Xxxxxx XXX Inc., Xxxxxx
Brothers Bank, FSB, NY Credit Funding I, LLC and Wachovia Bank, National
Association.
"Other Depositor": The depositor under the Other Pooling Agreement
which, as of the date hereof, is X.X. Xxxxxx Chase Commercial Mortgage
Securities Corp.
"Other Indemnified Parties": As defined in Section 6.03.
"Other Master Servicer": The "master servicer" under the Other
Pooling Agreement which, as of the date hereof, is Wachovia Bank, National
Association.
"Other Pooling Agreement": The pooling and servicing agreement dated
as of July 1, 2007 among X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp.,
as depositor, Wachovia Bank, National Association, as master servicer, CWCapital
Asset Management LLC, as special servicer and LaSalle Bank National Association,
as trustee, as from time to time amended, supplemented or modified, related to
the X.X. Xxxxxx Chase Commercial Mortgage Securities Trust 2007-LDP11 Commercial
Mortgage Pass Through Certificates, Series 2007-LDP11.
"Other Securitization": As defined in Section 10.06.
"Other Special Servicer": The "special servicer" under the Other
Pooling Agreement which, as of the date hereof, is CWCapital Asset Management
LLC.
"Other Trust": The trust created under the Other Pooling Agreement.
"Other Trustee": The "trustee" under the Other Pooling Agreement
which, as of the date hereof, is LaSalle Bank National Association.
"Ownership Interest": Any record or beneficial interest in a Class
LR or Class R Certificate.
"P&I Advance": As to any Mortgage Loan, any advance made by the
Master Servicer or the Trustee pursuant to Section 4.06. Each reference to the
payment or reimbursement of a P&I Advance shall be deemed to include, whether or
not specifically referred to but without duplication, payment or reimbursement
of interest thereon at the Advance Rate through the date of payment or
reimbursement.
"Pari Passu Companion Loan": The Xxxxxxxx Xxxxx Pari Passu Companion
Loan and the 0000 00xx Xxxxxx Pari Passu Companion Loan (if any).
"Pass-Through Rate": Each of the Class A-1 Pass-Through Rate, the
Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-AB
Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-1A Pass-Through
Rate, the Class X Pass-Through Rate, the Class A-M Pass-Through Rate, the Class
A-J Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through
Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F
Pass-Through Rate, the Class G Pass-Through Rate, the Class H Pass-Through Rate,
the Class J Pass-Through Rate, the Class K Pass-Through Rate, the Class L
Pass-Through Rate, the Class M Pass-Through Rate, the Class N Pass-Through Rate,
the Class O Pass-Through Rate, the Class P Pass-Through Rate, the Class Q
Pass-Through Rate and the Class S Pass-Through Rate. The Class R and Class LR
Certificates do not have Pass-Through Rates.
"Paying Agent": The paying agent appointed pursuant to Section 5.04.
"Penalty Charges": With respect to any Mortgage Loan or Serviced
Whole Loan (or successor REO Mortgage Loan), any amounts actually collected
thereon from the Mortgagor that represent default charges, penalty charges, late
fees and Default Interest, and excluding any such amounts allocable to a
Companion Loan pursuant to the related Intercreditor Agreement.
"Pennsylvania Business Center Mortgage Loan": The Mortgage Loan
secured by a Mortgage on the property identified on the Mortgage Loan Schedule
as Pennsylvania Business Center.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made with respect to
the related Class. With respect to any Certificate (except the Class R and Class
LR Certificates), the percentage interest is equal to the initial denomination
of such Certificate divided by the initial Certificate Principal Amount or
Notional Amount, as applicable, of such Class of Certificates. With respect to
any Class R or Class LR Certificate, the percentage interest is set forth on the
face thereof.
"PCAOB": The Public Company Accounting Oversight Board.
"Performance Certification": As defined in Section 10.06.
"Permitted Investments": Any one or more of the following
obligations or securities payable on demand or having a scheduled maturity on or
before the Business Day preceding the date upon which such funds are required to
be drawn (provided that funds invested by the Trustee in Permitted Investments
managed or advised by the Trustee may mature on the Distribution Date) and a
maximum maturity of 365 days, regardless of whether issued by the Depositor, the
Master Servicer, the Trustee or any of their respective Affiliates and having at
all times the required ratings, if any, provided for in this definition, unless
each Rating Agency shall have confirmed in writing to the Master Servicer that a
lower rating would not, in and of itself, result in a downgrade, qualification
or withdrawal of the then current ratings assigned to the Certificates or any
securities issued as part of a securitization of a Pari Passu Companion Loan:
(a) obligations of, or obligations fully guaranteed as to payment of
principal and interest by, the United States or any agency or
instrumentality thereof provided such obligations are backed by the full
faith and credit of the United States of America including, without
limitation, obligations of: the U.S. Treasury (all direct or fully
guaranteed obligations), the Farmers Home Administration (certificates of
beneficial ownership), the General Services Administration (participation
certificates), the U.S. Maritime Administration (guaranteed Title XI
financing), the Small Business Administration (guaranteed participation
certificates and guaranteed pool certificates), the U.S. Department of
Housing and Urban Development (local authority bonds) and the Washington
Metropolitan Area Transit Authority (guaranteed transit bonds); provided,
however, that the investments described in this clause must (A) have a
predetermined fixed dollar of principal due at maturity that cannot vary
or change, (B) if such investments have a variable rate of interest, such
interest rate must be tied to a single interest rate index plus a fixed
spread (if any) and must move proportionately with that index, and (C)
such investments must not be subject to liquidation prior to their
maturity;
(b) Federal Housing Administration debentures;
(c) obligations of the following United States government sponsored
agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm
Credit System (consolidated system-wide bonds and notes), the Federal Home
Loan Banks (consolidated debt obligations), the Federal National Mortgage
Association (debt obligations), the Student Loan Marketing Association
(debt obligations maturing prior to September 30, 2008), the Financing
Corp. (debt obligations), and the Resolution Funding Corp. (debt
obligations); provided, however, that the investments described in this
clause must (A) have a predetermined fixed dollar amount of principal due
at maturity that cannot vary or change, (B) if such investments have a
variable rate of interest, such interest rate must be tied to a single
interest rate index plus a fixed spread (if any) and must move
proportionately with that index, and (C) such investments must not be
subject to liquidation prior to their maturity;
(d) federal funds, unsecured certificates of deposit, time or
similar deposits, bankers' acceptances and repurchase agreements of any
bank, the short term obligations of which are rated in the highest short
term rating category by each Rating Agency (or, if not rated by S&P, Fitch
or Xxxxx'x, otherwise acceptable to S&P, Fitch or Xxxxx'x, as applicable,
as confirmed in writing that such investment would not, in and of itself,
result in a downgrade, qualification or withdrawal of the then current
ratings assigned to the Certificates); provided, however, that the
investments described in this clause must (A) have a predetermined fixed
dollar amount of principal due at maturity that cannot vary or change, (B)
if such investments have a variable rate of interest, such interest rate
must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (C) such investments
must not be subject to liquidation prior to their maturity;
(e) demand and time deposits in, or certificates of deposit of, or
bankers' acceptances issued by, any bank or trust company, savings and
loan association or savings bank, the short term obligations of which are
rated in the highest short term rating category by each Rating Agency (or,
if not rated by S&P, Fitch or Xxxxx'x, otherwise acceptable to S&P, Fitch
or Xxxxx'x, as applicable, as confirmed in writing that such investment
would not, in and of itself, result in a downgrade, qualification or
withdrawal of the then current ratings assigned to the Certificates or any
securities issued as part of a securitization of a Pari Passu Companion
Loan); provided, however, that the investments described in this clause
must (A) have a predetermined fixed dollar amount of principal due at
maturity that cannot vary or change, (B) if such investments have a
variable rate of interest, such interest rate must be tied to a single
interest rate index plus a fixed spread (if any) and must move
proportionately with that index, and (C) such investments must not be
subject to liquidation prior to their maturity;
(f) debt obligations rated by each Rating Agency (or, if not rated
by S&P, Fitch or Xxxxx'x, otherwise acceptable to S&P, Fitch or Xxxxx'x,
as applicable, as confirmed in writing that such investment would not, in
and of itself, result in a downgrade, qualification or withdrawal of the
then current ratings assigned to the Certificates or any securities issued
as part of a securitization of a Pari Passu Companion Loan) in its highest
long-term unsecured rating category; provided, however, that the
investments described in this clause must (A) have a predetermined fixed
dollar of principal due at maturity that cannot vary or change, (B) if
such investments have a variable rate of interest, such interest rate must
be tied to a single interest rate index plus a fixed spread (if any) and
must move proportionately with that index, and (C) such investments must
not be subject to liquidation prior to their maturity;
(g) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not more than one year after the date of issuance thereof)
that is rated by each Rating Agency (or, if not rated by S&P, Fitch or
Xxxxx'x, otherwise acceptable to S&P, Fitch or Xxxxx'x, as applicable, as
confirmed in writing that such investment would not, in and of itself,
result in a downgrade, qualification or withdrawal of the then current
ratings assigned to the Certificates or any securities issued as part of a
securitization of a Pari Passu Companion Loan) in its highest short-term
unsecured debt rating; provided, however, that the investments described
in this clause must (A) have a predetermined fixed dollar of principal due
at maturity that cannot vary or change, (B) if such investments have a
variable rate of interest, such interest rate must be tied to a single
interest rate index plus a fixed spread (if any) and must move
proportionately with that index, and (C) such investments must not be
subject to liquidation prior to their maturity;
(h) the Xxxxx Fargo Prime Investment Money Market Fund (the "Fund")
so long as the Fund is rated by each Rating Agency in its highest money
market fund ratings category (or, if not rated by S&P, Fitch or Xxxxx'x,
otherwise acceptable to S&P, Fitch or Xxxxx'x, as applicable, as confirmed
in writing that such investment would not, in and of itself, result in a
downgrade, qualification or withdrawal of the then current ratings
assigned to the Certificates or any securities issued as part of a
securitization of a Pari Passu Companion Loan); and
(i) any other demand, money market or time deposit, demand
obligation or any other obligation, security or investment, provided that
each Rating Agency has confirmed in writing to the Master Servicer,
Special Servicer or Trustee, as applicable, that such investment would
not, in and of itself, result in a downgrade, qualification or withdrawal
of the then current ratings assigned to the Certificates or any securities
issued as part of a securitization of a Pari Passu Companion Loan;
provided, however, that such instrument continues to qualify as a "cash flow
investment" pursuant to Code Section 860G(a)(6) earning a passive return in the
nature of interest and that no instrument or security shall be a Permitted
Investment if (i) such instrument or security evidences a right to receive only
interest payments, (ii) the right to receive principal and interest payments
derived from the underlying investment provides a yield to maturity in excess of
120% of the yield to maturity at par of such underlying investment or (iii) the
rating for such instrument or security includes an "r" designation.
Notwithstanding the foregoing, to the extent that the Loan Documents
with respect to a particular Mortgage Loan require the funds in the related
Mortgagor Accounts to be invested in investments other than those itemized in
clauses (a) through (i) above, the Master Servicer shall invest the funds in
such Mortgagor Accounts in accordance with the terms of the related Loan
Documents.
"Permitted Transferee": With respect to a Class R or Class LR
Certificate, any Person that is a Qualified Institutional Buyer other than (a) a
Disqualified Organization, (b) any other Person so designated by the Certificate
Registrar based upon an Opinion of Counsel (provided at the expense of such
Person or the Person requesting the Transfer) to the effect that the Transfer of
an Ownership Interest in any Class R or Class LR Certificate to such Person may
cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC
at any time that the Certificates are outstanding, (c) a Person that is a
Disqualified Non-U.S. Person, (d) a Person that is a U.S. Person with respect to
whom income on a Class R or Class LR Certificate is attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of such person or any other U.S. Person, (e) a Plan or any
Person investing the assets of a Plan and (f) any partnership if any of its
interests are owned (or are permitted under the applicable partnership agreement
to be owned), directly or indirectly (other than through a U.S. corporation) by
a Non-U.S. Person.
"Person": Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Plan": As defined in Section 5.02(k).
"Post-Determination Date Payment Report": A report prepared by the
Master Servicer showing all payments received after the Determination Date which
are included in Available Funds for such Distribution Date. The Master Servicer
shall provide a copy of such report to the Trustee no later than the Business
Day preceding each Master Servicer Remittance Date.
"Prepayment Assumption": The assumption that there will be zero
prepayments with respect to the Mortgage Loans.
"Prepayment Interest Excess": With respect to any Distribution Date,
for each Mortgage Loan or Serviced Companion Loan that was subject to a
Principal Prepayment in full or in part during any Prepayment Period, which
Principal Prepayment was applied to such Mortgage Loan or Serviced Companion
Loan after the Due Date in such Prepayment Period, the amount of interest that
accrued for such Mortgage Loan or Serviced Companion Loan on the amount of such
Principal Prepayment during the period commencing on the date after such Due
Date and ending on the date as of which such Principal Prepayment was applied to
the unpaid principal balance of the Mortgage Loan or Serviced Companion Loan,
inclusive, to the extent collected from the related Mortgagor (exclusive of any
related Yield Maintenance Charge that may have been collected).
"Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan or Serviced Companion Loan that was subject to a
Principal Prepayment in full or in part during any Prepayment Period, which
Principal Prepayment was applied to such Mortgage Loan or Serviced Companion
Loan prior to the Due Date in such Prepayment Period, the amount of interest,
net of the Servicing Fee and the Other Master Servicer Fee, to the extent not
collected from the related Mortgagor, that would have accrued on such Mortgage
Loan or Serviced Companion Loan on the amount of such Principal Prepayment
during the period commencing on the date as of which such Principal Prepayment
was applied to the unpaid principal balance of the Mortgage Loan or Serviced
Companion Loan and ending on the day immediately preceding such Due Date,
inclusive.
"Prepayment Period": With respect to any Distribution Date, the
period beginning the day after the Determination Date in the month immediately
preceding the month in which such Distribution Date occurs (or on the Cut-Off
Date, in the case of the first Distribution Date) through and including the
Determination Date immediately preceding such Distribution Date.
"Principal Distribution Amount": For any Distribution Date will be
equal to the sum, without duplication, of:
(A) the Scheduled Principal Distribution Amount for such
Distribution Date;
(B) the Unscheduled Payments of any Mortgage Loan on deposit
in the Collection Account as of the related Determination Date; and
(C) the Principal Shortfall, if any, for such Distribution
Date;
provided that the Principal Distribution Amount for any Distribution Date shall
be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are 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 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
Distribution Date (provided that, in the case of clause (i) and (ii) above, if
any of the amounts that were reimbursed from principal collections on the
Mortgage Loans are subsequently recovered on the related Mortgage Loan, such
recovery will increase the Principal Distribution Amount for the Distribution
Date related to the period in which such recovery occurs).
The principal component of the amounts set forth above shall be
determined in accordance with Section 1.02 hereof.
"Principal Prepayment": Any payment of principal made by a Mortgagor
on a Mortgage Loan or Serviced Whole Loan which is received in advance of its
scheduled Due Date and which is not accompanied by an amount of interest
representing the full amount of scheduled interest due on any date or dates in
any month or months subsequent to the month of prepayment other than any amount
paid in connection with the release of the related Mortgaged Property through
defeasance.
"Principal Shortfall": For any Distribution Date, the amount, if
any, by which (i) the Principal Distribution Amount for the preceding
Distribution Date exceeds (ii) the aggregate amount actually distributed with
respect to principal on one or more Classes of Certificates on such preceding
Distribution Date in respect of such Principal Distribution Amount.
"Private Certificate": Each of the Class X, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S
Certificates.
"Private Global Certificate": Each of the Regulation S Global
Certificate or Rule 144A Global Certificate with respect to the Private
Certificates so long as any such Class of Certificates is registered in the name
of a nominee of the Depository.
"Privileged Person": The Depositor, the Master Servicer, the Special
Servicer, the Trustee, a Rating Agency, the Companion Loan Noteholders, a
designee of the Depositor and any Person who provides the Trustee with an
Investor Certification.
"Property Advance": As to any Mortgage Loan or Serviced Whole Loan,
any advance made by the Master Servicer, the Special Servicer or the Trustee in
respect of Property Protection Expenses, together with all other 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 or the Trustee in connection with the
servicing and administration of a Mortgage Loan (other than the Non-Serviced
Mortgage Loan) or Serviced Whole 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 or the Trustee, if any, set forth
in Section 2.03, Section 3.04 and Section 3.08, (b) the preservation, insurance,
restoration, protection and management of a Mortgaged Property, (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 Appraisal or any other appraisal or update
thereof expressly permitted or required to be obtained hereunder and (f) the
operation, management, maintenance and liquidation of any REO Property; provided
that, notwithstanding anything to the contrary, "Property 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 Mortgage Loan or REO Property pursuant to any provision of
this Agreement, or the applicable Intercreditor Agreement. Each reference to the
payment or reimbursement of a Property Advance shall be deemed to include,
whether or not specifically referred to, payment or reimbursement of interest
thereon at the Advance Rate from and including the date of the making of such
Advance through and including the date of payment or reimbursement.
"Property Protection Expenses": Any costs and expenses incurred by
the Master Servicer, the Special Servicer or the Trustee pursuant to Sections
3.04, 3.08, 3.10(f), 3.10(g), 3.10(i) and 3.17(b) or indicated herein as being a
cost or expense of the Lower-Tier REMIC (in respect of the Mortgage Loans and
the Serviced Companion Loans), in each case to be advanced by the Master
Servicer, the Special Servicer or the Trustee, as applicable.
"Prospectus": The prospectus dated June 13, 2007, as supplemented by
the Prospectus Supplement relating to the Public Global Certificates.
"Prospectus Supplement": The prospectus supplement dated June 21,
2007, relating to the Public Global Certificates.
"Public Global Certificate": Each of the Class A-1, Class X-0, Xxxxx
X-0, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C,
Class D, Class E and Class F Certificates so long as any such Class of
Certificates is registered in the name of a nominee of the Depository.
"Purchase Price": With respect to any Mortgage Loan (or REO
Property), a price equal to the following: (a) the outstanding principal balance
of such Mortgage Loan (or the related REO Mortgage Loan) as of the date of
purchase; plus (b) all accrued and unpaid interest on such Mortgage Loan (or the
related REO Mortgage Loan) at the related Mortgage Rate in effect from time to
time through the Due Date in the Collection Period of purchase (or, in the case
of any Mortgage Loan for which the Due Date occurs on a day other than the first
day of each month, the Due Date occurring in the month in which such Collection
Period ends); plus (c) all related unreimbursed Property Advances (including any
Property Advances and Advance Interest Amounts that were reimbursed out of
general collections on the Mortgage Loans); plus (d) all accrued and unpaid
Advance Interest Amounts in respect of related Advances; plus (e) if such
Mortgage Loan is being purchased by a Mortgage Loan Seller pursuant to Section 6
of the related Loan Sale Agreement (i) all expenses incurred or to be incurred
by the Master Servicer, the Special Servicer, the Depositor and the Trustee in
respect of the Breach or Document Defect giving rise to the repurchase
obligation (to the extent not otherwise included in the amount described in
clause (c) above) and (ii) any unpaid Special Servicing Fees and Additional
Trust Fund Expenses in respect of the related Mortgage Loan and, if the
applicable Mortgage Loan Seller repurchases such Mortgage Loan more than 180
days following the earlier of the responsible party's discovery or receipt of
notice of the subject Material Breach or Material Document Defect, as the case
may be, a Liquidation Fee. With respect to any REO Property that relates to a
Whole Loan, the Purchase Price for the Trust Fund's interest in such REO
Property shall be the amount calculated in accordance with the first sentence of
this definition in respect of the related REO Mortgage Loan. With respect to
each Joint Loan, the Purchase Price for each related Mortgage Loan Seller will
be its respective Seller Percentage Interest of the total Purchase Price for
such Joint Loan.
"Qualified Bidder": As defined in Section 7.01(b).
"Qualified Institutional Buyer": A qualified institutional buyer
within the meaning of Rule 144A.
"Qualified Insurer": As used in Sections 3.08 and 5.08, in the case
of (i) all policies not referred to in clause (ii) below, an insurance company
or security or bonding company qualified to write the related insurance policy
in the relevant jurisdiction and whose claims paying ability is rated at least
"A-" by S&P, "A3" by Xxxxx'x (or, if not rated by Xxxxx'x, at least "A" by AM
Best) and "A-" by Fitch and (ii) in the case of the fidelity bond and the errors
and omissions insurance required to be maintained pursuant to Section 3.08(c), a
company that shall have a claim paying ability rated by each Rating Agency no
lower than two ratings categories (without regard to pluses or minuses) lower
than the highest rating of any outstanding Class of Certificates from time to
time, but in no event lower than "A-" by S&P, "A3" by Xxxxx'x (or, if not rated
by Xxxxx'x, at least "A" by AM Best) and "A-" by Fitch, unless such insurance
company is not rated by one or more Rating Agencies or has a claims paying
ability rated by one or more Rating Agencies in a rating category lower than
required herein, in which case either (a) such insurer's obligations are
guaranteed or backed in writing by a company having such a claim-paying ability
rating, or (b) each such Rating Agency has confirmed in writing that obtaining
the related insurance from an insurance company that is not rated by such Rating
Agency (subject to the foregoing exceptions) or that has a lower claims paying
ability than such requirements shall not result, in and of itself, in a
downgrade, qualification or withdrawal of the then current ratings by such
Rating Agency to any Class of Certificates.
"Qualified Mortgage": A Mortgage Loan that is a "qualified mortgage"
within the meaning of Code Section 860G(a)(3) of the Code (but without regard to
the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage, or any substantially similar successor
provision).
"Rated Final Distribution Date": The Distribution Date occurring in
August 2045.
"Rating Agency": Any of S&P, Xxxxx'x or Fitch. References herein to
the highest long-term unsecured debt rating category of S&P, Xxxxx'x or Fitch
shall mean "AAA" with respect to S&P, "Aaa" with respect to Xxxxx'x and "AAA"
with respect to Fitch, and, in the case of any other rating agency, shall mean
such highest rating category or better without regard to any plus or minus or
numerical qualification. Notwithstanding the foregoing, when used with respect
to any securities issued as part of a securitization of a Pari Passu Companion
Loan, Rating Agency means any of the foregoing rating agencies that rated such
securities.
"Rating Agency Confirmation": With respect to any matter and any
Rating Agency, where required under this Agreement, confirmation in writing by
such Rating Agency that a proposed action, failure to act, or other event
specified herein will not in and of itself result in the withdrawal, downgrade
or qualification of the rating assigned by such Rating Agency to any Class of
Certificates then rated by such Rating Agency or any certificate issued pursuant
to a securitization of any Pari Passu Companion Loan. For all purposes of this
Agreement, the placement by a Rating Agency of any Class of Certificates on
"negative credit watch" shall constitute a qualification of such Rating Agency's
rating of such Certificates.
"Real Property": Land or improvements thereon such as buildings or
other inherently permanent structures thereon (including items that are
structural components of the buildings or structures), in each such case as such
terms are used in the REMIC Provisions.
"Realized Loss": With respect to any Distribution Date, the amount,
if any, by which (A) the aggregate Certificate Principal Amount of the
Certificates, after giving effect to distributions on such Distribution Date
exceeds (B) the aggregate Stated Principal Balance of the Mortgage Loans (for
purposes of this calculation only, not giving effect to any reductions of the
Stated Principal Balance for principal payments received on the Mortgage Loans
that were used to reimburse the Master Servicer, the Special Servicer or the
Trustee from general collections of principal on the Mortgage Loans for
Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed
Reimbursement Amounts are not otherwise determined to be Nonrecoverable
Advances) after giving effect to any payments of principal received or advanced
with respect to the Due Date occurring immediately prior to such Distribution
Date. Realized Losses may be reversed as provided in Section 4.01(g).
"Record Date": With respect to each Distribution Date and each Class
of Certificates, the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is
not a Business Day, the immediately preceding Business Day.
"Regular Certificates": The Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class Q, Class S and Class X Certificates.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (January 7, 2005))
or by the staff of the Commission, or as may be provided by the Commission or
its staff from time to time.
"Regulation AB Companion Loan Securitization": A securitization that
is required to comply with Regulation AB and into which a Serviced Pari Passu
Companion Loan is deposited.
"Regulation D": Regulation D under the Act.
"Regulation S": Regulation S under the Act.
"Regulation S Global Certificates": As defined in Section 5.01.
"Regulation S Investor": With respect to a transferee of a
Regulation S Global Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.
"Regulation S Transfer Certificate": A certificate substantially in
the form of Exhibit I-1 or Exhibit I-2 hereto, as applicable.
"Relevant Servicing Criteria" means the Servicing Criteria
applicable to a specific party, as set forth on Exhibit T attached hereto. For
clarification purposes, multiple parties can have responsibility for the same
Relevant Servicing Criteria. With respect to a Servicing Function Participant
engaged by the Master Servicer, the Special Servicer or the Trustee, the term
"Relevant Servicing Criteria" may refer to a portion of the Relevant Servicing
Criteria applicable to the Master Servicer, the Special Servicer or the Trustee.
"Remaining Certificateholder": Any Holder (or Holders provided they
act in unanimity) holding 100% of the Private Certificates or an assignment of
the voting rights thereof; provided, however, that the Certificate Principal
Amounts of the Class A, Class A-J, Class B, Class C, Class D and Class E
Certificates have been reduced to zero.
"REMIC": A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Section
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations (including any applicable proposed regulations) and
rulings promulgated thereunder, as the foregoing may be in effect from time to
time.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code, which income,
subject to the terms and conditions of that Section of the Code in its present
form, does not include:
(1) except as provided in Section 856(d)(4) or (6) of the Code, any
amount received or accrued, directly or indirectly, with respect to such
REO Property, if the determination of such amount depends in whole or in
part on the income or profits derived by any Person from such property
(unless such amount is a fixed percentage or percentages of receipts or
sales and otherwise constitutes Rents from Real Property);
(2) any amount received or accrued, directly or indirectly, from any
Person if the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person determined
in accordance with Sections 856(d)(2)(B) and (d)(5) of the Code;
(3) any amount received or accrued, directly or indirectly, with
respect to such REO Property if any Person Directly Operates such REO
Property;
(4) any amount charged for services that are not customarily
furnished in connection with the rental of property to tenants in
buildings of a similar class in the same geographic market as such REO
Property within the meaning of Treasury Regulations Section 1.856-4(b)(1)
(whether or not such charges are separately stated); and
(5) rent attributable to personal property unless such personal
property is leased under, or in connection with, the lease of such REO
Property and, for any taxable year of the Trust Fund, such rent is no
greater than 15 percent of the total rent received or accrued under, or in
connection with, the lease.
"REO Account": A segregated custodial 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 and the related Companion Loan
Noteholders, which shall be entitled "CWCapital Asset Management LLC, or the
applicable successor Special Servicer, as Special Servicer, for the benefit of
Xxxxx Fargo Bank, N.A., as trustee, in trust for registered Holders of GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2007-GG10 and the related Companion Loan Noteholders REO
Account." Any such account or accounts shall be an Eligible Account.
"REO Extension": As defined in Section 3.17.
"REO Mortgage Loan": Any Mortgage Loan or Serviced Whole Loan as to
which the related Mortgaged Property has become an REO Property (including with
respect to the Non-Serviced Mortgaged Loan).
"REO Proceeds": With respect to any REO Property and the related REO
Mortgage Loan, all revenues received by the Special Servicer or Other Special
Servicer with respect to such REO Property or REO Mortgage Loan which do not
constitute Liquidation Proceeds.
"REO Property": A Mortgaged Property title to which has been
acquired on behalf of the Trust Fund and any related Companion Loan Noteholders
through foreclosure, deed in lieu of foreclosure or otherwise (other than
respect to the Non-Serviced Mortgage Loan unless indicated otherwise).
"Reportable Event": As defined in Section 10.07.
"Reporting Servicer": As defined in Section 10.10.
"Repurchased Notes": As defined in Section 3.32.
"Repurchasing Seller": As defined in Section 3.32.
"Request for Release": A request for a release signed by a Servicing
Officer, substantially in the form of Exhibit E hereto.
"Residual Certificates": The Class R and Class LR Certificates.
"Responsible Officer": Any officer of the Corporate Trust Office of
the Trustee (and, in the event that the Trustee is the Certificate Registrar or
the Paying Agent, of the Certificate Registrar or the Paying Agent, as
applicable) assigned to the Corporate Trust Office with direct responsibility
for the administration of this Agreement and also, 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.
"Restricted Certificate": As defined in Section 5.02(k).
"Restricted Period": The 40-day period prescribed by Regulation S
commencing on the later of (a) the date upon which the Certificates are first
offered to persons other than the Underwriters and any other distributor (as
defined in Regulation S) of the Certificates, and (b) the Closing Date.
"Review Package": 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": Rule 144A under the Act.
"Rule 144A Global Certificates": As defined in Section 5.01.
"S&P": Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc., and its successors in interest.
"Xxxxxxxx-Xxxxx Act" means 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).
"Xxxxxxxx-Xxxxx Certification": As defined in Section 10.06.
"Scheduled Principal Distribution Amount": For any Distribution Date
will be equal to the sum, without duplication, of:
(A) the principal component of all scheduled Monthly Payments
and Balloon Payments which became due on the related Due Date (if
received by the Master Servicer by the Business Day prior to the
Master Servicer Remittance Date, or advanced by the Master Servicer
or the Trustee, in respect of such Distribution Date) with respect
to the Mortgage Loans; and
(B) the principal component of any payment on any Mortgage
Loan received or applied on or after the date on which such payment
was due on deposit in the Collection Account as of the related
Determination Date, net of the principal portion of any xxxxxxxxxxxx
X&X Advances related to such Mortgage Loan.
"Securities Legend": With respect to each Rule 144A Global
Certificate, Residual Certificate or any Individual Certificate, the legend set
forth in, and substantially in the form of, Exhibit F hereto.
"Seller Percentage Interest": With respect to each Joint Loan and
each related Mortgage Loan Seller, the percentage interest in such Joint Loan
that such Mortgage Loan Seller sold to the Depositor under the related Loan Sale
Agreement. The Seller Percentage Interests with respect to the 1615 L Street
Mortgage Loan for each of GCFP and Xxxxxx shall be 51% and 49%, respectively.
The Seller Percentage Interests with respect to the Xxxxx Fargo Tower Mortgage
Loan for each of GCFP and Xxxxxx shall be 49% and 51%, respectively. The Seller
Percentage Interests with respect to the 000 Xxxx 00xx Xxxxxx Mortgage Loan for
each of GCFP and Wachovia shall be 50%.
"Sequential Pay Certificates": The Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P, Class Q and Class S Certificates, collectively.
"Service(s)" or "Servicing": In accordance with Regulation AB, the
act of servicing and administering the Mortgage Loans or any other assets of the
Trust by an entity that meets the definition of "servicer" set forth in Item
1101 of Regulation AB and is subject to the disclosure requirements set forth in
Item 1108 of Regulation AB. For clarification purposes, any uncapitalized
occurrence of this term shall have the meaning commonly understood by
participants in the commercial mortgage-backed securities market.
"Serviced Companion Loan": The 000 Xxxxx Xxxx Xxxxxx Companion Loan,
the Disney Building Companion Loan, the Xxxxxxx Anaheim Portfolio Companion
Loan, the 0000 00xx Xxxxxx Companion Loan, the Crescent Companion Loan, the
Wharf at Rivertown Companion Loan, the Lakeside at White Oak Companion Loan, the
Xxxxxxx Office Center Companion Loan, the Commonwealth Square Companion Loan,
the Green Road Companion Loan, the Crown Pointe/Xxxxxx Xxxx Companion Loan, the
9th Street Marketplace Companion Loan, the Homewood Suites Companion Loan, the
Festival Foods Companion Loan, the JMS Portfolio Companion Loan and the
Berkshire Office Building Companion Loan.
"Serviced Pari Passu Companion Loan": The 0000 00xx Xxxxxx Pari
Passu Companion Loan (if any).
"Serviced Securitized Companion Loan": Any Serviced Pari Passu
Companion Loan, if and for so long as such Serviced Pari Passu Companion Loan is
included in a Regulation AB Companion Loan Securitization.
"Serviced Whole Loan": The 000 Xxxxx Xxxx Xxxxxx Whole Loan, the
Disney Building Whole Loan, the Xxxxxxx Anaheim Portfolio Whole Loan, the 0000
00xx Xxxxxx Whole Loan, the Crescent Whole Loan, the Wharf at Rivertown Whole
Loan, the Lakeside at White Oak Whole Loan, the Xxxxxxx Office Center Whole
Loan, the Commonwealth Square Whole Loan, the Green Road Whole Loan, the Crown
Pointe/Xxxxxx Xxxx Whole Loan, the 9th Street Marketplace Whole Loan, the
Homewood Suites Whole Loan, the Festival Foods Whole Loan, the JMS Portfolio
Whole Loan and the Berkshire Office Building Whole Loan.
"Servicer Indemnified Party": As defined in Section 8.05(c).
"Servicer Reports": Each of the files and reports comprising the
CMSA Investor Reporting Package (IRP) (excluding the CMSA Bond Level File, the
CMSA Collateral Summary File and CMSA Reconciliation of Funds Report).
"Servicing Criteria": The criteria set forth in paragraph (d) of
Item 1122 of Regulation AB, as such may be amended from time to time.
"Servicing Fee": With respect to each Mortgage Loan or Serviced
Whole Loan (or any successor REO Mortgage Loan with respect thereto) and for any
Distribution Date, the amount accrued at the related Servicing Fee Rate on the
Stated Principal Balance of such Mortgage Loan or such Serviced Whole Loan, as
the case may be, and otherwise calculated on a 30/360 Basis and shall be
prorated for partial periods.
"Servicing Fee Amount": With respect to each sub-servicer and any
date of determination, the aggregate of the products obtained by multiplying,
for each Mortgage Loan or Serviced Whole Loan serviced by such sub-servicer, (a)
the Stated Principal Balance of such loan as of the end of the immediately
preceding Collection Period and (b) the servicing fee rate specified in the
related sub-servicing agreement for such loan. With respect to the Master
Servicer and any date of determination, the aggregate of the products obtained
by multiplying, for each Mortgage Loan or Serviced Whole Loan (a) the Stated
Principal Balance of such loan as of the end of the immediately preceding
Collection Period and (b) the difference between the Servicing Fee Rate for such
loan and the servicing fee rate (if any) applicable to such loan as specified in
any sub-servicing agreement related to such Mortgage Loan.
"Servicing Fee Rate": With respect to each Mortgage Loan and
Companion Loan, the per annum rate set forth on the Mortgage Loan Schedule.
"Servicing File": Any documents (other than documents required to be
part of the related Mortgage File) related to the origination or the servicing
of the Mortgage Loans that are in the possession of or under the control of the
applicable Mortgage Loan Seller, including but not limited to appraisals,
environmental reports, engineering reports, legal opinions, and the applicable
Mortgage Loan Seller's asset summary, delivered to the Master Servicer or the
Special Servicer; provided that no information that is proprietary to the
related Mortgage Loan Seller nor any draft documents, privileged or internal
communications, credit underwriting, due diligence analysis or data shall be
required to be delivered as part of the Servicing File. Notwithstanding anything
to the contrary contained herein, with respect to the Non-Serviced Mortgage
Loan, the Servicing File shall consist of a copy of the Servicing File delivered
under the Other Pooling Agreement.
"Servicing Function Participant" Any Person, other than the Master
Servicer, the Special Servicer and the Trustee, that is performing activities
that address the Servicing Criteria, unless such Person's activities relate only
to 5% or less of the Mortgage Loans by unpaid principal balance calculated in
accordance with the provisions of Regulation AB.
"Servicing Officer": Any officer or employee of the Master Servicer
or the Special Servicer, as applicable, involved in, or responsible for, the
administration and servicing of the Mortgage Loans or this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's or employee's knowledge of and familiarity
with the particular subject, and, in the case of any certification required to
be signed by a Servicing Officer, such an officer or employee whose name and
specimen signature appears on a list of servicing officers furnished to the
Trustee by the Master Servicer or the Special Servicer, as applicable, as such
list may from time to time be amended.
"Servicing-Released Bid": As defined in Section 7.01(b).
"Servicing-Retained Bid": As defined in Section 7.01(b).
"Servicing Standard": With respect to the Master Servicer or the
Special Servicer, to service and administer the Mortgage Loans and Companion
Loans (including the Serviced Whole Loans but excluding the Non-Serviced
Mortgage Loan) and any REO Properties that such party is obligated to service
and administer pursuant to this Agreement on behalf of the Trust Fund and the
Trustee (as trustee for Certificateholders and, with respect to each Serviced
Whole Loan, on behalf of the Certificateholders and the related Companion Loan
Noteholders, as a collective whole) as determined in the good faith and
reasonable judgment of the Master Servicer or the Special Servicer, as the case
may be: (i) in accordance with the higher of the following standards of care:
(A) 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) 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 Mortgage Loan or Companion Loan; (ii) with a view to: the timely
recovery of all payments of principal and interest, including Balloon Payments,
under the Mortgage Loans or Serviced Whole Loan or, in the case of the Special
Servicer and (1) Specially Serviced Mortgage Loan or (2) a Mortgage Loan or
Serviced Whole 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 Companion Loan is
involved, with a view to the maximization of recovery on such Companion Loan 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 Intercreditor 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 Companion Loan, to the Certificateholders and the
related Companion Loan Noteholders) to be performed at the related Mortgage Rate
(or, in the case of any Serviced Whole Loan, at the weighted average of the
Mortgage Rates for such Serviced Whole Loan); 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 other indebtedness secured by the related Mortgaged Property
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, 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": With respect to any Mortgage Loan or any
Serviced Whole Loan, the occurrence of any of the events described in clauses
(a) through (h) of the definition of "Specially Serviced Mortgage Loan," except
in the case of a Whole Loan, if the related Companion Loan Noteholder and/or the
Companion Loan Representative, as applicable under the related Intercreditor
Agreement, is exercising its cure rights under the related Intercreditor
Agreement, if applicable.
"Significant Obligor": There are no "significant obligors" for GS
Mortgage Securities Corporation II, Commercial Mortgage Pass Through
Certificates, Series 2007-GG10.
"Single Purpose Entity": 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 Mortgage Loans or Whole Loans, (ii) it may not engage in any business
unrelated to such Mortgaged Property or Properties, (iii) it will not have any
assets other than those related to its interest in and operation of such
Mortgaged Property, (iv) it may not incur indebtedness other than incidental to
its ownership and operation of the applicable Mortgaged Property or Properties,
(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": CWCapital Asset Management, LLC, a Massachusetts
limited liability company, or its successor in interest, or any successor
Special Servicer appointed as provided herein.
"Special Servicing Compensation": With respect to any Mortgage Loan,
any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which
shall be due to the Special Servicer.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and any Distribution Date, an amount per Interest Accrual Period
equal to the product of (i) one-twelfth of the Special Servicing Fee Rate and
(ii) the Stated Principal Balance of such Specially Serviced Mortgage Loan;
provided that in connection with any partial interest payment, such amounts
shall be computed for the same period and on the same interest accrual basis
respecting which any related interest payment due or deemed due on the related
Mortgage Loan is computed; provided, further, that such fee for the first
Interest Accrual Period shall be appropriately prorated to reflect the fact that
the first Interest Accrual Period is less than a full month.
"Special Servicing Fee Rate": A rate equal to 0.25% per annum (other
than with respect to the Non-Serviced Mortgage Loan).
"Specially Serviced Mortgage Loan": Any Mortgage Loan or Serviced
Whole Loan (other than the Non-Serviced Mortgage Loan) as to which any of the
following events has occurred, except in the case of any of the Whole Loans, if
either the related Companion Loan Noteholder and/or the Companion Loan
Representative, as applicable under the related Intercreditor Agreement, is
exercising its cure rights in accordance with the Intercreditor Agreement, if
applicable, (within the applicable cure period set forth therein):
(a) the related Mortgagor has failed to make when due any Monthly
Payment or 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 Mortgage Loan delinquent
in respect of its Balloon Payment, for 60 days beyond the date on
which the subject payment was due, or
(ii) in the case of a delinquent Balloon Payment, (A) 60 days
beyond the date on which such Balloon Payment was due (except as
described in clause B below) or (B) in the case of a Mortgage Loan
or Serviced Whole Loan delinquent with respect to the Balloon
Payment as to which the related borrower delivered a refinancing
commitment acceptable to the Special Servicer prior to the date 60
days after the Balloon Payment was due, for 120 days beyond the date
on which the Balloon Payment was due (or such shorter period beyond
the date on which that Balloon Payment as due during which the
refinancing is scheduled to occur);
(b) the Master Servicer or Special Servicer (in the case of the
Special Servicer, with the consent of the applicable Controlling Class
Representative, subject to Sections 3.26 and 3.31) 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 Mortgage Loan or Serviced Whole 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 and provided that any determination that there is a
default 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 Special Servicer, subject to the second paragraph of
Section 3.08(a)) that (i) in the judgment of the Master Servicer or the
Special Servicer materially impairs the value of the related Mortgaged
Property as security for the Mortgage Loan or Serviced Whole Loan or
otherwise materially adversely affects the interests of Certificateholders
(or, in the case of any Whole Loan, the related Companion Loan
Noteholders), and (ii) continues unremedied for the applicable grace
period under the terms of the Mortgage 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 Loan Documents shall be deemed not to have a grace period; and
provided, further, that any default requiring a Property Advance will be
deemed to materially and adversely affect the interest of the
Certificateholders (or in the case of any Whole Loan, the related
Companion Loan Noteholder); or
(d) the Master Servicer or the Special Servicer (in the case of the
Special Servicer, with the consent of the applicable Controlling Class
Representative, subject to Sections 3.26 and 3.31) has determined that (i)
a default (other than as described in clause (b) of this definition) under
the Mortgage Loan is imminent, (ii) such default will materially impair
the value of the related Mortgaged Property as security for such Mortgage
Loan or Serviced Whole Loan or otherwise materially adversely affects the
interests of Certificateholders (or, in the case of the Serviced Whole
Loans, the related Companion Loan Noteholders), and (iii) the default is
likely to continue unremedied for the applicable grace period under the
terms of such Mortgage Loan or Serviced Whole 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 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 may only be made by the Special Servicer,
subject to the second paragraph of Section 3.08(a); or
(e) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in any 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 or 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;
(f) the related Mortgagor consents to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment or
debt, marshalling of assets and liability or similar proceedings of or
relating to such Mortgagee 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 Mortgage Loan or Serviced Whole Loan will cease to be
a Specially Serviced Mortgage Loan, when a Liquidation Event has occurred with
respect to such Mortgage Loan or Serviced Whole 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 Mortgage
Loan or Serviced Whole Loan to continue to be characterized as a Specially
Serviced Mortgage 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 Mortgage Loan or Serviced
Whole 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
3.27);
(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 Mortgage Loan's becoming a Specially Serviced Mortgage Loan. If
any Mortgage Loan that is in a Serviced Whole Loan becomes a Specially Serviced
Mortgage Loan, then each Companion Loan in such Serviced Whole Loan shall also
become a Specially Serviced Mortgage Loan. If any Companion Loan that is
included in a Serviced Whole Loan becomes a Specially Serviced Mortgage Loan,
the related Mortgage Loan in such Serviced Whole Loan shall also become a
Specially Serviced Mortgage Loan.
"Startup Day": The day designated as such pursuant to Section
2.07(a) hereof.
"Stated Principal Balance": With respect to any Mortgage Loan, at
any date of determination, an amount equal to (a) the principal balance as of
the Cut-Off Date of such Mortgage Loan, minus (b) the sum of (i) the principal
portion of each Monthly Payment due on such Mortgage Loan after the Cut-Off Date
and prior to such date of determination, if received from the Mortgagor or
advanced by the Master Servicer or the Trustee, (ii) all Unscheduled Payments
with respect to such Mortgage Loan and (iii) any adjustment thereto as a result
of a reduction of principal by a bankruptcy court or as a result of a
modification reducing the principal amount due on such Mortgage Loan. The Stated
Principal Balance of a Mortgage Loan with respect to which title to the related
Mortgaged Property has been acquired by the Trust Fund is equal to the principal
balance thereof outstanding on the date on which such title is acquired less any
Net REO Proceeds allocated to principal on such Mortgage Loan. The Stated
Principal Balance of a Specially Serviced Mortgage Loan with respect to which
the Special Servicer has made a Final Recovery Determination is zero.
"Statement to Certificateholders": As defined in Section 4.02(a).
"Strip Holder": The entity indicated as the "Strip Holder" pursuant
to the definition of "Broker Strip" or any heir, successor or assign with
respect to the Broker Strip Amount.
"Subcontractor": Any vendor, subcontractor or other Person that is
not responsible for the overall servicing (as "servicing" is commonly understood
by participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions of the Servicing Criteria with respect
to Mortgage Loans under the direction or authority of the Master Servicer, the
Special Servicer, the Trustee, an Additional Servicer, or a Sub-Servicer.
"Subordinate Certificates": Any of the Class A-M, 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, Class P, Class Q and Class S Certificates.
"Subordinate Companion Loans": Collectively, the 000 Xxxxx Xxxx
Xxxxxx Subordinate Companion Loan, the Disney Building Subordinate Companion
Loan, the Xxxxxxx Anaheim Portfolio Subordinate Companion Loan, the 0000 00xx
Xxxxxx Subordinate Companion Loan, the Crescent Subordinate Companion Loan, the
Wharf at Rivertown Subordinate Companion Loan, the Lakeside at White Oak
Subordinate Companion Loan, the Xxxxxxx Office Center Subordinate Companion
Loan, the Commonwealth Square Subordinate Companion Loan, the Green Road
Subordinate Companion Loan, the Crown Pointe/Xxxxxx Xxxx Subordinate Companion
Loan, the 9th Street Marketplace Subordinate Companion Loan, the Homewood Suites
Subordinate Companion Loan, the Festival Foods Subordinate Companion Loan, the
JMS Portfolio Subordinate Companion Loan and the Berkshire Office Building
Subordinate Companion Loan.
"Sub-Servicer": Any Person that Services Mortgage Loans on behalf of
the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or
Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Master Servicer, the Special Servicer or an
Additional Servicer under this Agreement, with respect to some or all of the
Mortgage Loans, that are identified in the Servicing Criteria.
"Sub-Servicing Agreement": The written contract between the Master
Servicer, an Additional Servicer or the Special Servicer, as the case may be,
and any Sub-Servicer relating to servicing and administration of Mortgage Loans
as provided in Section 3.01(c).
"Successful Bidder": As defined in Section 7.01(b).
"Supplemental Servicer Schedule": With respect to the Mortgage 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 Returns": The federal income tax return on IRS 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 of the Upper-Tier REMIC or Lower-Tier 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
or any other governmental taxing authority under any applicable provisions of
federal, state or local tax laws.
"Tenants-in-Common Loans": The Fairview Industrial Park Mortgage
Loan and the Pennsylvania Business Center Mortgage Loan.
"Terminated Party": As defined in Section 7.01(c).
"Termination Date": The Distribution Date on which the Trust Fund is
terminated pursuant to Section 9.01.
"Transfer": Any direct or indirect transfer or other form of
assignment of any Ownership Interest in a Class R or Class LR Certificate.
"Transferee Affidavit": As defined in Section 5.02(l)(ii).
"Transferor Letter": As defined in Section 5.02(l)(ii).
"Treasury Regulations": Applicable final or temporary regulation of
the U.S. Department of the Treasury.
"Trust": The trust created by this Agreement.
"Trust Fund": The corpus of the trust created hereby and to be
administered hereunder, consisting of: (i) such Mortgage Loans as from time to
time are subject to this Agreement, together with the Mortgage Files relating
thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date; (iii) any REO Property
(including with respect to the Non-Serviced Mortgaged Loan) (to the extent of
the Trust Fund's interest therein); (iv) all revenues received in respect of any
REO Property (including with respect to the Non-Serviced Mortgaged Loan) (to the
extent of the Trust Fund's interest therein); (v) the Master Servicer's and the
Trustee's rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to this Agreement and any proceeds thereof;
(vi) the Trustee's rights in any Assignments of Leases, Rents and Profits and
any security agreements; (vii) any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee's rights in the
Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans
deposited in the Whole Loan Custodial Account, the Collection Account, the
Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and
any REO Account, including reinvestment income thereon (in each case, to the
extent of the Trust Fund's interest therein); (ix) the Trustee's rights in any
environmental indemnity agreements relating to the Mortgaged Properties and the
Trustee's rights under the Intercreditor Agreements; and (x) the Lower-Tier
Regular Interests.
"Trust REMIC": Each of the Lower-Tier REMIC and the Upper-Tier
REMIC.
"Trustee": Xxxxx Fargo Bank, N.A., a national banking association,
in its capacity as trustee, or its successor in interest, or any successor
trustee appointed as herein provided.
"Trustee Fee": With respect to each Mortgage Loan (or any successor
REO Mortgage Loan with respect thereto) and for any Distribution Date, the
amount accrued at the related Trustee Fee Rate on the Stated Principal Balance
of such Mortgage Loan or such REO Mortgage Loan, as the case may be, and
otherwise calculated on a 30/360 Basis and shall be prorated for partial
periods.
"Trustee Fee Rate": A rate equal to 0.00025% per annum.
"Two California Plaza Mortgage Loan": The Mortgage Loan secured by a
Mortgage on the properties identified on the Mortgage Loan Schedule as Two
California Plaza.
"Underwriters": Xxxxxxx, Sachs & Co., Greenwich Capital Markets,
Inc., Bear, Xxxxxxx & Co. Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated and Wachovia Capital Markets,
LLC.
"Unliquidated Advance": 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) (B) and (C)
of Section 3.06(a) but that has not been recovered from the Mortgagor or
otherwise from collections on or the proceeds of the Mortgage Loan or REO
Property in respect of which the Advance was made.
"Unscheduled Payments": With respect to any Distribution Date and
the Mortgage Loans, the aggregate of (a) all Principal Prepayments received on
the Mortgage Loans on or prior to the Determination Date and (b) the principal
portions of all Liquidation Proceeds, condemnation awards, Insurance Proceeds
(net of Special Servicing Fees, Liquidation Fees, accrued interest on Advances
and other Additional Trust Fund Expenses incurred in connection with the related
Mortgage Loan) and, if applicable, REO Revenues received with respect to the
Mortgage Loans and any REO Mortgage Loans on or prior to the related
Determination Date, but in each case only to the extent that such principal
portion represents a recovery of principal for which no advance was previously
made in respect of a preceding Distribution Date.
"Upper-Tier Distribution Account": The trust account or accounts
created and maintained as a separate trust account (or separate sub-account
within the same account as the Lower-Tier Distribution Account) or accounts by
the Trustee pursuant to Section 3.05(b), which shall be entitled "Xxxxx Fargo
Bank, N.A., as Trustee, in trust for Holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2007-GG10,
Upper-Tier Distribution Account" and which must be an Eligible Account.
"Upper-Tier REMIC": A segregated asset pool within the Trust Fund
consisting of the Lower-Tier Regular Interests and amounts held from time to
time in the Upper-Tier Distribution Account.
"U.S. Person": A citizen or resident of the United States, a
corporation, partnership (except to the extent provided in applicable Treasury
regulations) or other entity created or organized in or under the laws of the
United States, any State thereof or the District of Columbia, an estate whose
income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S.
Persons have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury regulations, certain trusts
in existence as of August 20, 1996 which are eligible to elect to be treated as
U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Certificates that is allocated to any Certificate or Class of Certificates. At
all times during the term of this Agreement, the percentage of the Voting Rights
assigned to each Class shall be (a) 0%, in the case of the Class R and Class LR
Certificates, (b) 1%, in the case of the Class X Certificates; provided that the
Voting Rights of the Class X Certificates shall be reduced to zero upon the
reduction of the Notional Amount of such Class to zero and (c) in the case of
any of the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, 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, Class P, Class Q
and Class S Certificates, a percentage equal to the product of (i) 99%
multiplied by (ii) a fraction, the numerator of which is equal to the aggregate
outstanding Certificate Principal Amount of any such Class (which will not be
reduced for this purpose by the amount of any Appraisal Reduction Amounts
notionally allocated to such Class, if applicable) and the denominator of which
is equal to the aggregate outstanding Certificate Principal Amounts of all
Classes of Certificates (which will not be reduced for this purpose by the
amount of any Appraisal Reduction Amounts notionally allocated to such Class, if
applicable). The Voting Rights of any Class of Certificates shall be allocated
among Holders of Certificates of such Class in proportion to their respective
Percentage Interests. The aggregate Voting Rights of Holders of more than one
Class of Certificates shall be equal to the sum of the products of each such
Holder's Voting Rights and the percentage of Voting Rights allocated to the
related Class of Certificates. Any Certificateholder may transfer its Voting
Rights without transferring its ownership interest in the related Certificates,
provided that such Certificateholder provides notice of such transfer to the
Trustee prior to the effectiveness of such transfer.
"WAC Rate": With respect to any Distribution Date, a per annum rate
equal to the weighted average of the Net Mortgage Rates in effect for the
Mortgage Loans as of their respective Due Dates in the month preceding the month
in which such Distribution Date occurs, weighted on the basis of their
respective Stated Principal Balances on such Due Dates.
"Wachovia": Wachovia Bank, National Association.
"Wachovia Loan Sale Agreement": The Mortgage Loan Purchase
Agreement, dated as of the Cut-off Date, by and between Wachovia and the
Depositor.
"Xxxxx Fargo Center Mortgage Loan": The Mortgage Loan secured by a
Mortgage on the properties identified on the Mortgage Loan Schedule as Xxxxx
Fargo Center.
"Wharf at Rivertown Intercreditor Agreement": With respect to the
Wharf at Rivertown Mortgage Loan, the related intercreditor agreement by and
between the holder of the Wharf at Rivertown Mortgage Loan and the Wharf at
Rivertown Subordinate Companion Mortgage Loan relating to the relative rights of
the holders of the Wharf at Rivertown Mortgage Loan and the Wharf at Rivertown
Subordinate Companion Mortgage Loan, as the same may be amended from time to
time in accordance with the terms thereof.
"Wharf at Rivertown Mortgage": The Mortgage securing the Wharf at
Rivertown Mortgage Loan and the Wharf at Rivertown Subordinate Companion Loan.
"Wharf at Rivertown Mortgage Loan": With respect to the Wharf at
Rivertown Whole Loan, the Mortgage Loan included in the Trust, which is
designated as promissory note A and is senior to the Wharf at Rivertown
Subordinate Companion Loan to the extent set forth in the related Loan Documents
and as provided in the Wharf at Rivertown Intercreditor Agreement.
"Wharf at Rivertown Subordinate Companion Loan": With respect to the
Wharf at Rivertown Whole Loan, the related promissory note made by the related
Mortgagor and secured by the Wharf at Rivertown Mortgage and designated as
promissory note B, which is not included in the Trust, and is subordinate to the
Wharf at Rivertown Mortgage Loan to the extent set forth in the related Loan
Documents and as provided in the Wharf at Rivertown Intercreditor Agreement.
"Wharf at Rivertown Whole Loan": The Wharf at Rivertown Mortgage
Loan, together with the Wharf at Rivertown Subordinate Companion Loan, each of
which is secured by the Wharf at Rivertown Mortgage. References herein to the
Wharf at Rivertown Whole Loan shall be construed to refer to the aggregate
indebtedness under the Wharf at Rivertown Mortgage.
"Whole Loan": Each of the 000 Xxxxx Xxxx Xxxxxx Whole Loan, the
Disney Building Whole Loan, the Xxxxxxxx Xxxxx Whole Loan, the Xxxxxxx Anaheim
Portfolio Whole Loan, the 0000 00xx Xxxxxx Whole Loan, the Crescent Whole Loan,
the Wharf at Rivertown Whole Loan, the Lakeside at White Oak Whole Loan, the
Xxxxxxx Office Center Whole Loan, the Commonwealth Square Whole Loan, the Green
Road Whole Loan, the Crown Pointe/Xxxxxx Xxxx Whole Loan, the 9th Street
Marketplace Whole Loan, the Homewood Suites Whole Loan, the Festival Foods Whole
Loan, the JMS Portfolio Whole Loan and the Berkshire Office Building Whole Loan
(and shall include any successor REO Mortgage Loans).
"Whole Loan Custodial Account": With respect to any Serviced Whole
Loan, the segregated account or sub-accounts created and maintained by the
Master Servicer pursuant to Section 3.05A on behalf of the holders of such Whole
Loan, which shall be entitled "Wachovia Bank, National Association, as Master
Servicer, in trust for Xxxxx Fargo Bank, N.A., as Trustee, for the registered
holders of GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2007-GG10, and COMPANION LOAN NOTEHOLDERS, as
their interests may appear."
"Withheld Amounts": As defined in Section 3.25.
"Workout-Delayed Reimbursement Amounts": 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 Mortgage 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 Mortgage Loan and (ii) the amount of such
Advance becomes a future obligation of the Mortgagor to pay under the terms of
modified Loan Documents. That any amount constitutes all or a portion of any
Workout-Delayed Reimbursement Amount shall not in any manner limit the right of
any Person hereunder to determine in the future that such amount instead
constitutes a Nonrecoverable Advance.
"Workout Fee": The fee paid to the Special Servicer with respect to
each Corrected Mortgage Loan (other than with respect to the Non-Serviced
Mortgage Loan).
"Workout Fee Rate": A fee of 1.0% of each collection (other than
Penalty Charges) of interest and principal (other than any amount for which a
Liquidation Fee would be paid), including (i) Monthly Payments, (ii) Balloon
Payments and (iii) payments (other than those included in clause (i) or (ii) of
this definition) at maturity, received on each Corrected Mortgage Loan for so
long as it remains a Corrected Mortgage Loan.
"Yield Maintenance Charge": With respect to any Mortgage Loan and
Serviced Companion Loan, the yield maintenance charge or prepayment premium, if
any, payable under the related Note (in the case of a Mortgage Loan) or the
related note(s) in favor of the related Companion Loan Noteholder (in the case
of a Serviced Companion Loan) in connection with certain prepayments.
Section 1.02 Certain Calculations. Unless otherwise specified
herein, the following provisions shall apply:
(a) All calculations of interest with respect to the Mortgage Loans
shall be made in accordance with the terms of the related Note and Mortgage.
(b) For purposes of distribution of Yield Maintenance Charges
pursuant to Section 4.01(c) on any Distribution Date, the Class of Certificates
as to which any prepayment shall be deemed to be distributed shall be determined
on the assumption that the portion of the Principal Distribution Amount paid to
the Certificates on such Distribution Date in respect of principal shall consist
first of scheduled payments included in the definition of Principal Distribution
Amount and second of prepayments included in such definition.
(c) Any Mortgage Loan payment is deemed to be received on the date
such payment is actually received by the Master Servicer or the Trustee;
provided, however, that for purposes of calculating distributions on the
Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed
to be received on the date they are applied in accordance with Section 3.01(b)
to reduce the outstanding principal balance of such Mortgage Loan on which
interest accrues.
(d) All amounts collected in respect of any Mortgage Loan 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
Note and Mortgage (including, without limitation, for principal and accrued and
unpaid interest; provided that any amounts received in respect of a Mortgage
Loan as to which a default has occurred shall be applied to all amounts then due
and payable on such Mortgage Loan prior to being applied to Default Interest or
late charges, and shall be applied to Default Interest on such Mortgage Loan
prior to the application to late fees) in accordance with the express provisions
of the related Note and Mortgage and, in the absence of such express provisions,
shall be applied for purposes of this Agreement: first, (without duplication) as
a recovery of (i) any related Property Advance and P&I Advance not previously
reimbursed to the Person that made such Advance, (ii) related Nonrecoverable
Advances and any Advance Interest Amount and (iii) related Workout-Delayed
Reimbursement Amounts, in the case of each of clause (ii) and (iii) that were
paid from collections on the Mortgage Loans and resulted in principal
distributed to the Certificateholders being reduced as a result of the first
proviso in the definition of each of "Principal Distribution Amount," "Loan
Group 1 Principal Distribution Amount" and/or "Loan Group 2 Principal
Distribution Amount" and, if applicable, unpaid Liquidation Expenses; second, as
a recovery of accrued and unpaid interest at the related Mortgage Rate on such
Mortgage Loan to but not including, as appropriate, the date of receipt or, in
the case of a full Monthly Payment from any Mortgagor, the related Due Date;
third, as a recovery of principal of such Mortgage Loan then due and owing,
including, without limitation, 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); fourth, 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, ground rents (if applicable)
and similar items; fifth, as a recovery of Escrow Payments to the extent then
required to be held in escrow; sixth, as a recovery of any Yield Maintenance
Charge then due and owing under such Mortgage Loan; seventh, as a recovery of
any Penalty Charges then due and owing under such Mortgage Loan; eighth, as a
recovery of any other amounts then due and owing under such Mortgage Loan and
ninth, as a recovery of any remaining principal of such Mortgage Loan to the
extent of its entire remaining unpaid principal balance. For avoidance of doubt,
the provisions of this Section 1.02(d) shall not affect the application of
Liquidation Proceeds to pay the Liquidation Fee to the Special Servicer pursuant
to Section 3.12(b).
(e) Collections in respect of each REO Property (exclusive of
amounts to be applied to the payment of the costs of operating, managing,
maintaining and disposing of such REO Property) shall be treated: first,
(without duplication) as a recovery of (i) any related Property Advance and P&I
Advance not previously reimbursed to the Person that made such Advance, (ii)
related Nonrecoverable Advances and any Advance Interest Amount, and (iii)
related Workout-Delayed Reimbursement Amounts, in cases of each of (ii) and
(iii), that were paid from collections on the Mortgage Loans and resulted in
principal distributed to the Certificateholders being reduced as a result of the
first proviso in the definition of "Principal Distribution Amount," "Loan Group
1 Principal Distribution Amount" and/or "Loan Group 2 Principal Distribution
Amount"; second, as a recovery of accrued and unpaid interest on the related REO
Mortgage Loan at the related Mortgage Rate to but not including the Due Date in
the month of receipt; third, as a recovery of principal of the related REO
Mortgage Loan to the extent of its entire unpaid principal balance; and fourth,
as a recovery of any other amounts deemed to be due and owing in respect of the
related REO Mortgage Loan.
(f) The applications of amounts received in respect of any Mortgage
Loan pursuant to paragraph (d) of this Section 1.02 shall be determined by the
Master Servicer in accordance with the Servicing Standard. The applications of
amounts received in respect of any Mortgage Loan or any REO Property pursuant to
paragraph (e) of this Section 1.02 shall be determined by the Special Servicer
in accordance with the Servicing Standard.
Section 1.03 Certain Constructions. For purposes of this Agreement,
references to the most or next most subordinate Class of Certificates
outstanding at any time shall mean the most or next most subordinate Class of
Certificates then outstanding as among the Class A, Class X, Class A-M, 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, Class P, Class Q and Class S
Certificates; provided, however, that for purposes of determining the most
subordinate Class of Certificates, in the event that the Class A Certificates
are the only Class of Certificates outstanding (other than the Class X, Class LR
or Class R Certificates), the Class A Certificates and the Class X Certificates
together will be treated as the most subordinate Class of Certificates. For
purposes of this Agreement, each Class of Certificates other than the Class LR
and Class R Certificates shall be deemed to be outstanding only to the extent
its respective Certificate Principal Amount or Notional Amount has not been
reduced to zero. For purposes of this Agreement the Class LR and the Class R
Certificates shall be deemed to be outstanding so long as the Trust REMICs have
not been terminated pursuant to Section 9.01.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof, does hereby establish a trust, appoint the Trustee to serve as trustee
of such trust and 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, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Mortgage
Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5(a),
5(b), 5(c) and 6 (and to the extent related to the foregoing) 7, 11, 12, 14, 15,
16 and 21 of each Loan Sale Agreement, (iii) the Intercreditor Agreements and
(iv) all Escrow Accounts, Lock-Box Accounts and all other assets included or to
be included in the Trust Fund for the benefit of the Certificateholders. Such
assignment includes all interest and principal received or receivable on or with
respect to the Mortgage Loans (other than payments of principal, interest and
other amounts due and payable on the Mortgage Loans on or before the Cut-off
Date), subject to any related Intercreditor Agreement. Such assignment of the
Non-Serviced Mortgage Loan are further subject to the terms and conditions of
the related Other Pooling Agreement and the Xxxxxxxx Xxxxx Intercreditor
Agreement. The transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and, notwithstanding Section 11.08, is
intended by the parties 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 related Loan Sale Agreement) to deliver to and deposit with the
Trustee or a Custodian appointed thereby, on or before the Closing Date, the
Mortgage File for each Mortgage Loan, with copies to be delivered to the Master
Servicer and the Special Servicer. None of the Trustee, any Custodian, the
Master Servicer or the Special Servicer shall be liable for any failure by any
Mortgage Loan Seller or the Depositor to comply with the document delivery
requirements of the related Loan Sale Agreement and this Section 2.01(b).
Notwithstanding anything herein to the contrary, with respect to letters of
credit, the applicable Mortgage Loan Seller shall deliver to the Master Servicer
and the Master Servicer shall hold the original (or copy, if such original has
been submitted by the applicable Mortgage Loan Seller to the issuing bank to
effect an assignment or amendment of such letter of credit (changing the
beneficiary thereof to the Trust (in care of the Master Servicer) that may be
required in order for the Master Servicer to draw on such letter of credit on
behalf of the Trust in accordance with the applicable terms thereof and/or of
the related Mortgage Loan documents) and the applicable Mortgage Loan Seller
shall be deemed to have satisfied any delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with
respect to any letter(s) of credit a copy thereof to the Trustee together with
an officer's certificate of the applicable Mortgage Loan Seller certifying that
such document has been delivered to the Master Servicer or an officer's
certificate from the Master Servicer certifying that it holds the letter(s) of
credit pursuant to this Section 2.01(b), the original or a copy shall be
delivered to the Trustee on the Closing Date. If a letter of credit referred to
in the previous sentence is not in a form that would allow the Master Servicer
to draw on such letter of credit on behalf of the Trust in accordance with the
applicable terms thereof and/or of the related Mortgage Loan documents, the
applicable Mortgage Loan Seller shall deliver the appropriate assignment or
amendment documents (or copies of such assignment or amendment documents if the
related Mortgage Loan Seller has submitted the originals to the related issuer
of such letter of credit for processing) to the Master Servicer within 90 days
of the Closing Date. The applicable Mortgage Loan Seller shall pay any costs of
assignment or amendment of such letter(s) of credit required in order for the
Master Servicer to draw on such letter(s) of credit on behalf of the Trust and
shall cooperate with the reasonable requests of the Master Servicer or the
Special Servicer, as applicable, in connection with effectuating a draw under
any such letter of credit prior to the date such letter of credit is assigned or
amended in order that it may be drawn by the Master Servicer on behalf of the
Trust.
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 Loan Sale Agreement that it shall
record and file, or shall cause the Trustee to record and file at the Mortgage
Loan Seller's expense, 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 (4) of the definition of "Mortgage File" and each related
UCC-2 and UCC-3 assignment referred to in clause (8) of the definition of
"Mortgage File" and, with respect to any Mortgage Loan to which the Trustee has
agreed to record and file such documents, the Trustee shall promptly undertake
to record or file any such document upon its receipt thereof. This clause (c)
shall not apply to the Non-Serviced Mortgage Loan since the documents referred
to herein have been assigned to the Other Trustee or to any Mortgage Loan with
respect to which the related documents referred to in the definition of
"Mortgage File" were recorded in the name of MERS or its designee.
The Depositor hereby represents and warrants that the applicable
Mortgage Loan Seller has covenanted in the related Loan Sale Agreement as to
each Mortgage Loan, that if it cannot deliver or cause to be delivered the
documents and/or instruments referred to in clauses (2), (3), (6) (if recorded)
and (8) of the definition of "Mortgage File" (except with respect to any
Mortgage File document recorded in the name of MERS or its designee) 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 prior paragraph that is recorded 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 prior paragraph that is filed by 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 Loan
Sale Agreement) promptly to prepare or cause the preparation of a substitute
therefor or to cure such defect, as the case may be, and record or file, or with
respect to any assignments the Trustee has agreed to file as described above, 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 the applicable Mortgage Loan
Seller (pursuant to the Loan Sale Agreement) to deliver to and deposit (or cause
to be delivered and deposited) with the Master Servicer on the Closing Date, all
documents and records that (A) relate to the servicing and administration of the
Serviced Loans, (B) are part of the Servicing File and (C) are in possession or
under control of the applicable Mortgage Loan Seller, together with (i) all
unapplied Escrow Payments in the possession of the applicable Mortgage Loan
Seller that relate to such Serviced Loans and (ii) a statement indicating which
Escrow Payments are allocable to such Serviced Whole Loans, provided that the
applicable Mortgage Loan Seller shall not be required to deliver any draft
documents, privileged or other related Mortgage Loan Seller 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).
(e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and
warrants that it has delivered, to the Trustee and the Master Servicer, on or
before the Closing Date, a fully executed original counterpart of each Loan Sale
Agreement, as in full force and effect, without amendment or modification, on
the Closing Date.
(f) The Trustee (i) with respect to the Serviced Whole Loans, shall
also hold the related Mortgage File for the use and benefit of the Companion
Loan Noteholders and (ii) with respect to the Non-Serviced Mortgage Loan, hereby
agrees that the Trust assumes the obligations and rights of the holder of the
Non-Serviced Mortgage Loan under the Xxxxxxxx Xxxxx Intercreditor Agreement
and/or Other Pooling Agreement.
(g) It is not intended that this Agreement create a partnership or a
joint-stock association.
(h) Notwithstanding anything to the contrary in this Agreement, with
respect to each Joint Loan, either of the Mortgage Loan Sellers may deliver a
Mortgage File or one of any other document required to be delivered with respect
to such Joint Loan under this Section 2.01 and such delivery shall satisfy such
delivery requirements for both of the related Mortgage Loan Sellers; provided
that, in the case of the Xxxxx Fargo Tower Mortgage Loan and the 000 Xxxx 00xx
Xxxxxx Mortgage Loan, each Mortgage Loan Seller shall deliver the original
executed promissory note evidencing its interest in such Mortgage Loan (and the
endorsements referred to in clause (1) of the definition of Mortgage File) to
the Trustee or Custodian on or prior the Closing Date.
Section 2.02 Acceptance by Custodian and the 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
and, if applicable, the Companion Loan Noteholders pursuant to Section 2.01(f).
With respect to each Serviced Whole Loan, the Trustee shall also hold the
portion of such Mortgage File that relates to the Companion Loan(s) in such
Serviced Whole Loan in trust for the use and benefit of the related Companion
Loan Noteholder. In connection with the foregoing, the Trustee hereby certifies
to each of the other parties hereto, the applicable Mortgage Loan Seller and
each Underwriter that, as to each Mortgage Loan, except as specifically
identified in the exception report attached hereto as Exhibit Q-1, (i) all
documents specified in clause (1) of the definition of "Mortgage File" are in
its possession or the possession of a Custodian on its behalf, and (ii) the
original Note (or, if accompanied by a lost note affidavit, the copy of such
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 60th 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 Q-2 hereto) to each of the other
parties hereto, the applicable Mortgage Loan Seller and each Underwriter (and
upon request, in the case of a Serviced Whole Loan, to the related Companion
Loan Noteholder) that, as to each Mortgage Loan then subject to this Agreement
(except as specifically identified in any exception report annexed to such
certification): (i) all documents specified in clauses (1) through (5), (7) and
(8) (without regard to the second parenthetical in such clause (8) of the
definition of "Mortgage File" are in its possession or the related Mortgage Loan
Seller has otherwise satisfied the delivery requirements in accordance with
Section 2.01(b)); (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 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) 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 (2), (3), (4) and (6) 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) It is acknowledged that 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 (1) through (5), (7) and (8) of the definition of "Mortgage File" have
been received, appear regular on their face 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 Mortgage Loan Sellers' Repurchase or Cures of Mortgage
Loans for Document Defects in Mortgage Files and Breaches of Representations and
Warranties.
(a) If any party hereto discovers that any document constituting a
part of a Mortgage File has not been properly executed, is missing, contains
information that does not conform in any material respect with the corresponding
information set forth in the Mortgage Loan Schedule, or does not appear to be
regular on its face (each, a "Document Defect"), or discovers or receives notice
of a breach of any representation or warranty of the applicable Mortgage Loan
Seller made pursuant to Section 6(c) of the Loan Sale 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, the
other parties hereto and the Companion Loan Noteholders. If any such Document
Defect or Breach with respect to any Mortgage Loan materially and adversely
affects (or, in the case of a breach of any Multifamily Representation is deemed
to materially and adversely affect) the value of the Mortgage Loans, 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, the
Master Servicer or the Special Servicer shall require the applicable Mortgage
Loan Seller, not later than 90 days from the earlier of the applicable 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, not later than 90 days of any party discovering such Material Document
Defect or Material Breach), cure the same in all material respects (which cure
shall include payment of losses and any Additional Trust Fund Expenses
associated therewith) or, if such Material Document Defect or Material Breach,
as the case may be, cannot be cured within such 90 day period, repurchase the
affected Mortgage Loan or any related REO Property (including with respect to
the Non-Serviced Mortgaged Loan) at the applicable Purchase Price by wire
transfer of immediately available funds to the Collection Account; provided,
however, that if (i) such Material Document Defect or Material Breach is capable
of being cured but not within such 90 day period, (ii) such Material Document
Defect or Material Breach is not related to any Mortgage Loan's not being a
Qualified Mortgage and (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, then such 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 such Mortgage Loan Seller's receiving such additional 90 day
period, such 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 such Mortgage Loan Seller is pursuing in connection with the cure
thereof and stating that such 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 such Mortgage Loan Seller
to have received the recorded document, then such Mortgage Loan Seller shall be
entitled to continue to defer its cure and repurchase obligations in respect of
such Document Defect so long as such 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
such 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. If
the affected Mortgage Loan is to be repurchased, the Master Servicer shall
designate the Collection Account as the account to which funds in the amount of
the Purchase Price are to be wired. Any such repurchase of a Mortgage Loan shall
be on a whole loan, servicing released basis. For purposes of this Section
2.03(a) and other related provisions of this Agreement, any breach of any
Multifamily Representation shall be deemed to materially and adversely affect
the value of the Mortgage Loan or the related Mortgaged Property or the
interests of the Certificateholders in such Mortgage Loan and shall constitute a
Material Breach.
Notwithstanding anything to the contrary herein, with respect to
each Joint Loan, the obligations of each related Mortgage Loan Seller to cure or
repurchase with respect to a Material Document Defect or Material Breach with
respect to such Joint Loan shall be limited to a cure or repurchase with respect
to the Seller Percentage Interest in such Joint Loan such Mortgage Loan Seller
sold to the Depositor in accordance with the related Loan Sale Agreement. With
respect to each Joint Loan, if (i) one of the related Mortgage Loan Sellers
cures any Material Document Defect or Material Breach with respect to its Seller
Percentage Interest in such Joint Loan in accordance with the related Loan Sale
Agreement and (ii) such cure also cures the Material Document Defect or Material
Breach with respect to such Joint Loan, the cure obligations of both of the
related Mortgage Loan Sellers with respect to such Joint Loan shall be deemed to
have been satisfied.
If one or more (but not all) of the Mortgage Loans constituting a
cross-collateralized group are to be repurchased by the applicable 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 the
Controlling Class Representative 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 days of
such Controlling Class Representative's receipt of a written request for such
consent) and the Trustee has received from such Mortgage Loan Seller (i) an
Opinion of Counsel that such repurchase will not cause the imposition of a tax
on the Lower-Tier REMIC or Upper-Tier REMIC under the REMIC Provisions nor cause
the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any
time that any Certificate is outstanding and (ii) a Rating Agency Confirmation;
and provided, further, that such 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.
(b) In connection with any repurchase of a Mortgage Loan pursuant to
this Section 2.03, and subject to Section 3.29, 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. If the
Mortgage related to the Mortgage Loan to be repurchased or substituted has been
recorded in the name of MERS or its designee, the applicable Master Servicer
shall use commercially reasonable efforts (and the Trustee shall cooperate with
such efforts of the Master Servicer) to reflect the release of such Mortgage on
the records of MERS. 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(b), and such
other instruments as may be necessary or appropriate to transfer title to an REO
Property (including with respect to the Non-Serviced Mortgaged Loan) in
connection with the repurchase of an REO Mortgage 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) Each Loan Sale 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 Master
Servicer.
(a) The Master Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders and the
Companion Loan Noteholders, and to the Depositor and the Special Servicer, as of
the Closing Date, that:
(i) The Master Servicer is a national banking association validly
existing and in good standing under the laws of the United States of
America, 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 3.08(c) of this Agreement.
(b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement. Upon discovery
by the Depositor, the Master Servicer, the Special Servicer or a Responsible
Officer of the Trustee (or upon written notice thereof from any
Certificateholder or any Companion Loan Noteholder) of a breach of any of the
representations and warranties set forth in this Section which materially and
adversely affects the interests of the Certificateholders or any Companion Loan
Noteholders, the Master Servicer, the Special Servicer or the Trustee in any
Mortgage Loan or Serviced Whole Loan, the party discovering such breach shall
give prompt written notice to the other parties hereto and the Controlling Class
Representative and the Companion Loan Noteholders.
Section 2.05 Representations, Warranties and Covenants of the
Special Servicer.
(a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders and the
Companion Loan Noteholders, and to the Depositor and the Master Servicer, as of
the Closing Date, that:
(i) The Special Servicer is a limited liability company duly
organized, validly existing and in good standing under the laws of the
State of New York, 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
bylaws or Articles of Incorporation 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, or result in the violation of any law, rule, regulation,
order, judgment or decree which the Special Servicer or its property is
subject;
(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 which would
prohibit the Special Servicer from entering into this Agreement or, in the
Special Servicer's good faith and reasonable judgment is likely to
materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or the financial condition
of the Special Servicer;
(vii) Each officer, director or employee of the Special Servicer
that has or, following a transfer of servicing responsibilities to the
Special Servicer pursuant to Section 3.24, would have responsibilities
concerning the servicing and administration of Mortgage Loans is covered
by errors and omissions insurance in the amounts and with the coverage
required by Section 3.08(c); and
(viii) No consent, approval, authorization or order of, regulation
or filing with or notice to, any court or governmental authority or court
is required, under federal or state laws, for the execution, delivery and
performance of or compliance by the Special Servicer this Agreement or the
consummation by the Special Servicer of the transactions contemplated by
this Agreement, other than (1) such consents, approvals, authorizations,
qualifications, registrations, filings or notices as have been obtained or
made and (2) where the lack of such consent, approval, authorization,
registration, filing or notice would not have a materially adverse effect
on the performance by the Special Servicer under this Agreement.
(b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement. Upon discovery
by the Depositor, the Master Servicer, the Special Servicer or a Responsible
Officer of the Trustee (or upon written notice thereof from any
Certificateholder or any Companion Loan Noteholder) of a breach of any of the
representations and warranties set forth in this Section which materially and
adversely affects the interests of the Certificateholders or any Companion Loan
Noteholder, the Master Servicer, the Special Servicer or the Trustee in any
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties hereto and the Controlling Class Representative and
the Companion Loan Noteholders.
Section 2.06 Execution and Delivery of Certificates; Issuance of
Lower-Tier Regular Interests. The Trustee acknowledges the assignment to it of
the Mortgage Loans and the delivery of the related Mortgage Files to the
Custodian (to the extent the documents constituting the Mortgage Files are
actually delivered to the Custodian), subject to the provisions of Section 2.01
and Section 2.02 and, concurrently with such delivery, (i) the Trustee
acknowledges the issuance of the Lower-Tier Regular Interests to the Depositor
and the execution, authentication, and delivery of the Class LR Certificates to
or upon the order of the Depositor, evidencing ownership of the entire
Lower-Tier REMIC, in exchange for the Mortgage Loans and the other property
constituting the Lower-Tier REMIC, receipt of which is hereby acknowledged, (ii)
the Depositor hereby conveys all rights, title and interest in and to the
Lower-Tier Regular Interests to the Trustee and (iii) the Trustee acknowledges
that it has executed and caused to be authenticated and delivered to and upon
the order of the Depositor, in exchange for the Lower-Tier Regular Interests,
the Regular Certificates and the Class R Certificates, registered in the names
set forth in such order and duly authenticated by the Trustee evidencing
ownership of the Upper-Tier REMIC.
Section 2.07 Miscellaneous REMIC Provisions.
(a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-AB, Class LA-4,
Class LA-1A, Class LA-M, Class LA-J, Class LB, Class LC, Class LD, Class LE,
Class LF, Class LG, Class LH, Class LJ, Class LK, Class LL, Class LM, Class LN,
Class LO, Class LP, Class LQ and Class LS Interests are hereby designated as
"regular interests" in the Lower-Tier REMIC within the meaning of Section
860G(a)(1) of the Code, and the Class LR Certificates are hereby designated as
the sole class of "residual interests" in the Lower-Tier REMIC within the
meaning of Section 860G(a)(2) of the Code.
(b) The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
Class A-1A, Class X, Class A-M, 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,
Class P, Class Q and Class S Certificates are hereby designated as representing
"regular interests" in the Upper-Tier REMIC within the meaning of Section
860G(a)(1) of the Code and the Class R Certificates are hereby designated as the
sole class of "residual interests" in the Upper-Tier REMIC within the meaning of
Section 860G(a)(2) of the Code.
(c) The Closing Date is hereby designated as the "Startup Day" of
the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section
860G(a)(9) of the Code. The "latest possible maturity date" of the Lower-Tier
Regular Interests and the Regular Certificates for purposes of Section
860G(a)(1) of the Code is the Rated Final Distribution Date.
(d) None of the Depositor, the Trustee, the Master Servicer or the
Special Servicer shall enter into any arrangement by which the Trust Fund will
receive a fee or other compensation for services other than as specifically
contemplated herein.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Master Servicer;
Administration of the Mortgage Loans. (a) The Master Servicer and the Special
Servicer, each as an independent contractor, shall service and administer the
Mortgage Loans and the Serviced Companion Loans (other than the Non-Serviced
Mortgage Loan and the Companion Loan related to the Non-Serviced Mortgage Loan,
which will be serviced pursuant to the Other Pooling Agreement) on behalf of the
Trust Fund and the Trustee (as trustee for Certificateholders and, with respect
to each Serviced Whole Loan, on behalf of the Certificateholders and the related
Companion Loan Noteholders as a collective whole) 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 Serviced Whole Loans, the related Intercreditor Agreement; and (iii) to
the extent consistent with the foregoing, the Servicing Standard. To the extent
consistent with the foregoing and subject to any express limitations set forth
in this Agreement and any related Intercreditor Agreement or mezzanine loan
intercreditor agreement, the Master Servicer and Special Servicer shall seek to
maximize the timely and complete recovery of principal and interest on the
Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loan
and the Companion Loan related thereto). Subject only to the Servicing Standard,
the Master Servicer and Special Servicer shall have full power and authority,
acting alone or, in the case of the Master Servicer only, through sub-servicers
(subject to paragraph (c) of this Section 3.01 and to Section 3.02), to do or
cause to be done any and all things in connection with such servicing and
administration which it may deem consistent with the Servicing Standard and, in
its judgment exercised in accordance with the Servicing Standard, in the best
interests of the Certificateholders and holders of the related Companion Loans
(as a collective whole), including, without limitation, with respect to each
Mortgage Loan and Companion Loan, (A) to prepare, execute and deliver, on behalf
of the Certificateholders, related Companion Loan Noteholders and the Trustee or
either of them: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien on each
Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.09,
3.10 and 3.27, any modifications, waivers, consents or amendments to or with
respect to any documents contained in the related Mortgage File or defeasance of
the Mortgage Loan or Companion Loan; and (iii) any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and
all other comparable instruments, with respect to the Mortgage Loans (and
related Companion Loans) and the Mortgaged Properties; and (B) to direct,
manage, prosecute and/or defend any action, suit or proceeding of any kind filed
in the name of the Master Servicer or Special Servicer in their respective
capacity on behalf of the Trustee or Trust. Notwithstanding the foregoing,
neither the Master Servicer nor the Special Servicer shall modify, amend, waive
or otherwise consent to any change of the terms of any Mortgage Loan or
Companion Loan except under the circumstances described in Sections 3.08, 3.09,
3.10 and 3.27 hereof or in Section 3.03(a) hereof. The Master Servicer and
Special Servicer shall service and administer the Mortgage Loans and the
Companion Loans (other than the Non-Serviced Mortgage Loan and the Companion
Loan related thereto) in accordance with applicable law and the terms hereof and
the Intercreditor Agreements and shall provide to the Mortgagors any reports
required to be provided to them thereby.
Pursuant to the terms of the Intercreditor Agreements relating to
the Whole Loans that have a Mezz Cap B Loan as its Companion Loan, it is
contemplated that the Mortgagor under such Whole Loan and its related Mezz Cap B
Loan will remit payments on such Whole Loan to the Master Servicer hereunder,
and for each Mezz Cap B Loan that has been securitized and for each Mezz Cap B
Loan that is securitized in the future, the related Mortgagor will remit
payments on such Mezz Cap B Loans directly to the servicer for such
securitizations; provided, however, that under the circumstances identified in
the related Intercreditor Agreements, the Mortgagor under each Mezz Cap B Loan
(even after such Mezz Cap B Loan has been securitized) will be required to remit
payments on such Mezz Cap B Loan directly to the Master Servicer under this
Agreement.
Subject to Section 3.11, the Trustee shall, upon the receipt of a
written request of a Servicing Officer, execute and deliver to the Master
Servicer and Special Servicer any powers of attorney and other documents
prepared by the Master Servicer and Special Servicer and necessary or
appropriate (as certified in such written request) to enable the Master Servicer
and Special Servicer to carry out their servicing and administrative duties
hereunder. 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. Each of the Master Servicer and the Special Servicer shall
indemnify the Trustee for any and all costs, liabilities and expenses incurred
by the Trustee in connection with the negligent or willful misuse of such powers
of attorney by the Master Servicer or the Special Servicer, as applicable.
(b) Unless otherwise provided in the related Loan Documents, the
Master Servicer shall apply any partial Principal Prepayment received on a
Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loan or
the Companion Loan related thereto), on a date other than a Due Date to the
principal balance of such Mortgage Loan as of the Due Date immediately following
the date of receipt of such partial Principal Prepayment. Unless otherwise
provided in the related Loan Documents, the Master Servicer shall apply any
amounts received on "government securities" within the meaning of Section
2(a)(16) of the Investment Company Act of 1940, or any other securities that
comply with Treasury Regulations Section 1.860G-2(a)(8) (which shall not be
redeemed by the Master Servicer prior to the maturity thereof) in respect of
such a Mortgage Loan or Companion Loan being defeased pursuant to its terms to
the principal balance of and interest on such Mortgage Loan or Companion Loan as
of the Due Date immediately following the receipt of such amounts.
(c) The Master Servicer may enter into sub-servicing agreements with
third parties with respect to any of its obligations hereunder, provided that
(i) any such agreement shall be consistent with the provisions of this Agreement
and (ii) such agreement shall be consistent with the Servicing Standard. Any
such sub-servicing agreement may permit the sub-servicer to delegate its duties
to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this
Section 3.01(c). Any sub-servicing agreement entered into by the Master Servicer
shall provide that it may be assumed by the Trustee, if the Trustee has assumed
the duties of the Master Servicer or by any successor Master Servicer without
cost or obligation to the assuming party or the Trust Fund, upon the assumption
by such party of the obligations of the Master Servicer pursuant to Section
7.02. The Special Servicer may not enter into sub-servicing agreements.
Any sub-servicing agreement, and any other transactions or services
relating to the Mortgage Loans involving a sub-servicer, shall be deemed to be
between the Master Servicer and such sub-servicer alone, and the Trustee, the
Trust Fund and the Certificateholders shall not be deemed parties thereto and
shall have no claims, rights, obligations, duties or liabilities with respect to
the sub-servicer, except as set forth in Section 3.01(d) and no provision herein
may be construed so as to require the Trust Fund to indemnify any such
sub-servicer.
Notwithstanding anything to the contrary contained herein, it shall
be permissible for the sub-servicing agreement entered into with any
sub-servicers dated on or prior to the Closing Date to prohibit a termination of
the related sub-servicer without cause. Any such right of such a designated
sub-servicer under the related sub-servicing agreement shall be binding upon any
successor Master Servicer (including the Trustee).
(d) If the Trustee or any successor Master Servicer assumes the
obligations of the Master Servicer in accordance with Section 7.02, the Trustee
or such successor, as applicable, to the extent necessary to permit the Trustee
or such successor, as applicable, to carry out the provisions of Section 7.02,
shall, without act or deed on the part of the Trustee or such successor, as
applicable, succeed to all of the rights and obligations of the Master Servicer
under any sub-servicing agreement entered into by the Master Servicer pursuant
to Section 3.01(c). In such event, the Trustee or the successor Master Servicer,
as applicable, shall be deemed to have assumed all of the Master Servicer's
interest therein (but not any liabilities or obligations in respect of acts or
omissions of the Master Servicer prior to such deemed assumption) and to have
replaced the Master Servicer as a party to such sub-servicing agreement to the
same extent as if such sub-servicing agreement had been assigned to the Trustee
or such successor Master Servicer, as applicable, except that the Master
Servicer shall not thereby be relieved of any liability or obligations under
such sub-servicing agreement that accrued prior to the succession of the Trustee
or the successor Master Servicer, as applicable.
In the event that the Trustee or any successor Master Servicer,
assumes the servicing obligations of the Master Servicer, upon request of the
Trustee, or such successor Master Servicer, as applicable, the Master Servicer
shall at its own expense deliver or cause to be delivered to the Trustee or such
successor Master Servicer all documents and records relating to any
sub-servicing agreement and the Mortgage Loans then being serviced thereunder
and an accounting of amounts collected and held by it, if any, and will
otherwise use its reasonable efforts to effect the orderly and efficient
transfer of any sub-servicing agreement to the Trustee or the successor Master
Servicer, as applicable.
(e) Notwithstanding anything herein to the contrary, the parties
hereto acknowledge and agree that the Master Servicer's obligations and
responsibilities hereunder and the Master Servicer's authority with respect to
the Non-Serviced Mortgage Loan and the Companion Loan related to the
Non-Serviced Mortgage Loan are limited by and subject to the terms of the
Xxxxxxxx Xxxxx Intercreditor Agreement and this Agreement and the rights of the
Other Master Servicer and the Other Special Servicer with respect thereto under
the Other Pooling Agreement. The parties further recognize the respective rights
and obligations of the Other Trustee, the Companion Loan Noteholders and/or the
Companion Loan Representative under the Xxxxxxxx Xxxxx Intercreditor Agreement
including with respect to (i) the allocation of collections on or in respect of
the Xxxxxxxx Xxxxx Whole Loan in accordance with the Xxxxxxxx Xxxxx
Intercreditor Agreement, (ii) the purchase of the Xxxxxxxx Xxxxx Whole Loan or
Companion Loan by the related Companion Loan Noteholder or their designees in
accordance with the Xxxxxxxx Xxxxx Intercreditor Agreement to the extent
provided therein and (iii) any cure rights that the Companion Loan Noteholder
may exercise, if applicable, in accordance with the Xxxxxxxx Xxxxx Intercreditor
Agreement. The Master Servicer shall cooperate with the Trustee in connection
with the enforcement of the rights by the Trustee (as holder of the Non-Serviced
Mortgage Loan) under the Xxxxxxxx Xxxxx Intercreditor Agreement and the Other
Pooling Agreement. The Trustee (with the cooperation of the Master Servicer)
shall take such actions as it shall deem reasonably necessary to facilitate the
servicing of the Non-Serviced Companion Loan by the Other Master Servicer and
the Other Special Servicer, including, but not limited to, delivering
appropriate requests for release to the custodian (if any) in order to deliver
any portion of the related Mortgage File to the Other Master Servicer or Other
Special Servicer under the Other Pooling Agreement.
None of the Master Servicer, the Special Servicer or the Trustee
shall have any obligations or authority to supervise the Other Master Servicer,
the Other Special Servicer or the Other Trustee or to make servicing advances
with respect to the Non-Serviced Mortgage Loan or the Companion Loan related to
the Non-Serviced Mortgage Loan. The obligation of the Master Servicer and the
Special Servicer to provide information to the Trustee and any other Person with
respect to the Non-Serviced Mortgage Loan and the Companion Loan related to the
Non-Serviced Mortgage Loan is dependent on their receipt of the corresponding
information from the Other Master Servicer or the Other Special Servicer, as
applicable.
(f) The parties hereto acknowledge that the Non-Serviced Mortgage
Loan is subject to the terms and conditions of the Xxxxxxxx Xxxxx Intercreditor
Agreement and further acknowledge that, pursuant to the Xxxxxxxx Xxxxx
Intercreditor Agreement, (i) the Non-Serviced Mortgage Loan and the Companion
Loan that is related to the Non-Serviced Mortgage Loan is to be serviced and
administered by the Other Master Servicer and Other Special Servicer in
accordance with the Other Pooling Agreement, and (ii) in the event that the
Companion Loan related to the Non-Serviced Mortgage Loan is no longer part of
the trust fund created by the Other Pooling Agreement and the Non-Serviced
Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the
Xxxxxxxx Xxxxx Intercreditor Agreement, the Xxxxxxxx Xxxxx Whole Loan shall be
serviced in accordance with the applicable provisions of the Other Pooling
Agreement as if such agreement was still in full force and effect with respect
to the Xxxxxxxx Xxxxx Whole Loan, until such time as a new servicing agreement
has been agreed to by the parties to the Xxxxxxxx Xxxxx Intercreditor Agreement
in accordance with the provisions of such agreement and confirmation has been
obtained from the Rating Agencies that such new servicing agreement would not
result in a downgrade, qualification or withdrawal of the then current ratings
of any Class of Certificates then outstanding and any other requirements
applicable to the Non-Serviced Mortgage Loan.
(g) The parties hereto acknowledge that each Serviced Whole Loan is
subject to the terms and conditions of the related Intercreditor Agreement and
recognize the respective rights and obligations of the Trust, as holder of the
related Mortgage Loan, and of the related Companion Loan Noteholders under the
related Intercreditor Agreements, including with respect to: (i) the allocation
of collections on or in respect of such Serviced Whole Loan, and the making of
remittances, to the Trust, as holder of the related Mortgage Loan, and to the
related Companion Loan Noteholders, (ii) the allocation of expenses and losses
relating to such Serviced Whole Loan to the Trust, as holder of the related
Mortgage Loan, and to the related Companion Loan Noteholders, (iii) the right of
the related Companion Loan Noteholder to purchase the related Mortgage Loan,
(iv) the right of the related Companion Loan Noteholder to cure certain defaults
and (v) the consent, consultation and approval rights of the related Companion
Loan Noteholder. In addition, the parties hereto further acknowledge that,
pursuant to such Intercreditor Agreements, in the event that the Mortgage Loan
(and any successor REO Mortgage Loan) related to any Serviced Whole Loan is no
longer part of the Trust Fund created hereunder, then in accordance with the
related Intercreditor Agreement, the applicable Serviced Whole Loan shall
continue to be serviced in accordance with the applicable provisions of this
Agreement as if this Agreement was still in full force and effect with respect
to such Serviced Whole Loan, until such time as a new servicing agreement has
been agreed to by the parties to related Intercreditor Agreement in accordance
with the provisions of such Intercreditor Agreement and, if any related Pari
Passu Companion Loan is part of a trust fund created pursuant to a
securitization, confirmation has been obtained from the applicable rating
agencies that such new servicing agreement would not result in a downgrade,
qualification or withdrawal of the then current ratings of any of the
certificates issued in connection with such securitization.
(h) Notwithstanding anything to the contrary herein, (a) at no time
shall the Master Servicer or the Trustee be required to make any P&I Advance on
any Companion Loan and (b) if the Mortgage Loan (or the related REO Property)
that is part of a Whole Loan is no longer part of the Trust Fund, neither the
Master Servicer nor the Trustee, as the case may be, shall have any obligation
to make any Property Advance on such Whole Loan. If pursuant to the foregoing
sentence, the Master Servicer or the Trustee does not intend to make a Property
Advance with respect to a Whole Loan that the Master Servicer or the Trustee
would have made if the related Mortgage Loan or REO Property were still part of
the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall
promptly notify the holder of the related Companion Loan of its intention to no
longer make such Property Advances and shall additionally promptly notify such
holder of any required Property Advance it would have otherwise made upon
becoming aware of the need for such Property Advance. Additionally, at the time
the Mortgage Loan relating to a Serviced Whole Loan is removed from the Trust
Fund, the Master Servicer or the Trustee, as the case may be, shall deliver to
the related Companion Holder (or the master servicer of any securitization of
the related Companion Loan) (i) a copy of the most recent inspection report and
the inspection report for the prior calendar year, (ii) all financial statements
collected from the related borrower for the most recent calendar year and the
prior calendar year, (iii) a copy of the most recent Appraisal and any other
Appraisal done in the prior year and (iv) a copy of all tax and insurance bills
for the current calendar year and the prior calendar year.
Section 3.02 Liability of the Master Servicer. Notwithstanding any
sub-servicing agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Master Servicer and any Person acting as
sub-servicer (or its agents or subcontractors) or any reference to actions taken
through any Person acting as sub-servicer or otherwise, the Master Servicer
shall remain obligated and primarily liable for the servicing and administering
of the Mortgage Loans and the Serviced Companion Loans in accordance with the
provisions of this Agreement without diminution of such obligation or liability
by virtue of such sub-servicing agreements or arrangements or by virtue of
indemnification from any Person acting as sub-servicer (or its agents or
subcontractors) to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the Mortgage Loans
and the Serviced Companion Loans. The Master Servicer shall be entitled to enter
into an agreement with any sub-servicer providing for indemnification of the
Master Servicer by such sub-servicer, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification, but no such agreement
for indemnification shall be deemed to limit or modify this Agreement.
Section 3.03 Collection of Certain Mortgage Loan Payments.
(a) The Master Servicer (with respect to non-Specially Serviced
Mortgage Loans) or the Special Servicer (with respect to Specially Serviced
Mortgage Loans), as applicable, shall use reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans
(including the Serviced Whole Loans but excluding the Non-Serviced Whole Loan)
it is obligated to service hereunder, and shall follow the Servicing Standard
with respect to such collection procedures. The Master Servicer, with respect to
the Mortgage Loans and Serviced Companion Loans other than Specially Serviced
Mortgage Loans, and Special Servicer, with respect to the Specially Serviced
Mortgage Loans, shall use its reasonable efforts to collect income statements,
rent rolls and other reporting information from Mortgagors (as required under
the related Loan Documents). Consistent with the foregoing, the Master Servicer
(with respect to non-Specially Serviced Mortgage Loans) or Special Servicer
(with respect to Specially Serviced Mortgage Loans), as applicable, may in its
discretion waive any late payment charge or Default Interest in connection with
any delinquent Monthly Payment with respect to any Mortgage Loan or Serviced
Companion Loan. In addition, the Master Servicer shall be entitled to take such
actions with respect to the collection of payments on the Mortgage Loans and the
Serviced Companion Loans as are permitted or required under Section 3.26 hereof.
(b) Promptly following the Closing Date, the Trustee shall send
written notice (in the form attached hereto as Exhibit R) to each Other Master
Servicer and Other Special Servicer stating that, as of the Closing Date, the
Trustee is the holder of the related Mortgage Loan and directing such Other
Master Servicer to remit to the Master Servicer all amounts payable and to
forward, deliver or otherwise make available, as the case may be, to the Master
Servicer all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to,
the Companion Loan Noteholders under the applicable Intercreditor Agreement and
the Other Pooling Agreement. The Master Servicer shall, within one Business Day
of receipt, deposit into the Collection Account all amounts received with
respect to the Non-Serviced Mortgage Loan, the Mortgaged Property related to the
Non-Serviced Mortgage Loan or any related REO Property.
Section 3.04 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.
(a) With respect to each Mortgaged Property securing a Mortgage Loan
or Serviced Whole Loan (other than the Non-Serviced Mortgage Loan), the Master
Servicer shall maintain accurate records with respect to each related Mortgaged
Property reflecting the status of taxes, assessments, ground rents and other
similar items that are or may become a lien on the related Mortgaged Property
and the status of insurance premiums payable with respect thereto. From time to
time, to the extent such payments are to be made from escrowed funds, the Master
Servicer shall (i) obtain all bills for the payment of such items (including
renewal premiums), and (ii) effect payment of all such bills with respect to
such Mortgaged Properties prior to the applicable penalty or termination date,
in each case employing for such purpose Escrow Payments as allowed under the
terms of the related Mortgage Loan (other than the Non-Serviced Mortgage Loan)
or Serviced Whole Loan. With respect to non-escrowed payments, when the Master
Servicer becomes aware in accordance with the Servicing Standard that a
Mortgagor (other than with respect to the Non-Serviced Mortgage Loan) has failed
to make any such payment or, with respect to escrowed loans, collections from
the Mortgagor are insufficient to pay any such item before the applicable
penalty or termination date, the Master Servicer shall advance the amount of any
shortfall as a Property Advance unless the Master Servicer determines in
accordance with the Servicing Standard that such Advance would be a
Nonrecoverable Advance. Notwithstanding anything in this Agreement to the
contrary, the Master Servicer may in accordance with the Servicing Standard
elect (but is not required) to make a payment from amounts on deposit in the
Collection Account that would otherwise be a Property Advance with respect to a
Mortgage Loan notwithstanding that the Master Servicer has determined that such
a Property Advance would be nonrecoverable if making the payment would prevent
(i) the related Mortgaged Property from being uninsured or being sold at a tax
sale or (ii) any event that would cause a loss of the priority of the lien of
the related Mortgage, or the loss of any security for the related Mortgage Loan,
if, in each instance, the Special Servicer determines (which determination shall
be made, in the case of a Mortgage Loan that is not a Specially Serviced
Mortgage Loan, with reasonable promptness following a request therefor by the
Master Servicer; provided the Special Servicer receives all information from the
Master Servicer that it reasonably requests to make such a determination) in
accordance with the Servicing Standard that making the payment is in the best
interest of the Certificateholders and any related Companion Loan Noteholder (as
a collective whole). If the Special Servicer makes such a determination, it
shall notify the Master Servicer and the Master Servicer shall make such payment
from the Collection Account. No costs incurred by the Master Servicer in
effecting the payment of taxes and assessments on the Mortgaged Properties
shall, for the purpose of calculating distributions to Certificateholders, be
added to the amount owing under the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit.
(b) The Master Servicer shall segregate and hold all funds collected
and received pursuant to any Mortgage Loan or Serviced Whole Loan constituting
Escrow Payments separate and apart from any of its own funds and general assets
and shall establish and maintain one or more segregated custodial accounts
(each, an "Escrow Account") into which all Escrow Payments shall be deposited
within two Business Days after receipt. The Master Servicer shall also deposit
into each applicable Escrow Account any amounts representing losses on Permitted
Investments to the extent required by Section 3.07(b) and any Insurance Proceeds
or Liquidation Proceeds which are required to be applied to the restoration or
repair of any Mortgaged Property pursuant to the related Mortgage Loan. Escrow
Accounts shall be Eligible Accounts (except to the extent the related Mortgage
Loan requires or permits it to be held in an account that is not an Eligible
Account) and shall be entitled, "Wachovia Bank, National Association, as Master
Servicer, in trust for Xxxxx Fargo Bank, N.A., as Trustee in trust for Holders
of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2007-GG10, any related Companion Loan Noteholder and
Various Mortgagors." Withdrawals from an Escrow Account may be made by the
Master Servicer only:
(i) to effect timely payments of items constituting Escrow Payments
for the related Loan Documents and in accordance with the terms of the
related Mortgage Loan;
(ii) to transfer funds to the Collection Account and/or the
applicable Whole Loan Custodial Account to reimburse the Master Servicer,
the Special Servicer or the Trustee, as applicable, for any Property
Advance (with interest thereon at the Advance Rate) relating to Escrow
Payments, but only from amounts received with respect to the related
Mortgage Loan which represent late collections of Escrow Payments
thereunder;
(iii) for application to the restoration or repair of the related
Mortgaged Property in accordance with the related Mortgage Loan and the
Servicing Standard;
(iv) to clear and terminate such Escrow Account upon the termination
of this Agreement;
(v) to pay from time to time to the related Mortgagor (a) any
interest or investment income earned on funds deposited in the Escrow
Account if such income is required to be paid to the related Mortgagor
under law or by the terms of the Mortgage Loan, or otherwise to the Master
Servicer and (b) any other funds required to be released to the related
Mortgagors pursuant to the related Loan Documents; and
(vi) to remove any funds deposited in an Escrow Account that were
not required to be deposited therein.
(c) The parties acknowledge that pursuant to the Other Pooling
Agreement, the related Other Master Servicer is obligated to make servicing
advances with respect to the Non-Serviced Mortgage Loan. The Other Master
Servicer shall be entitled to reimbursement for Nonrecoverable Property Advances
with respect to the Non-Serviced Mortgage Loan (with, in each case, any accrued
and unpaid interest thereon provided for under the Other Pooling Agreement) in
the manner set forth in the Other Pooling Agreement and the Xxxxxxxx Xxxxx
Intercreditor Agreement.
If the Trustee or the Master Servicer has received notice from S&P,
Xxxxx'x or Fitch that the Master Servicer no longer is an approved master
servicer then such party shall promptly notify the other and the Special
Servicer and the Trustee shall notify the related Companion Loan Noteholder(s)
of the same.
(d) To the extent that (i) an operations and maintenance plan is
required to be established and executed pursuant to the terms of a Mortgage Loan
or a Serviced Whole Loan (other than the Non-Serviced Mortgage Loan), or (ii)
any repairs, capital improvements, actions or remediations are required to have
been taken or completed pursuant to the terms of the Mortgage Loan or Serviced
Whole Loan (other than the Non-Serviced Mortgage Loan), the Master Servicer
shall determine (which determination may be made on the basis of inquiry to the
Mortgagor and this sentence shall in no event be construed to require a physical
inspection other than inspections described in Section 3.19; provided that all
deliveries required to be made to Master Servicer under the related Loan
Documents of supporting documentation have been made; then the Master Servicer
shall report the then current status as a failure) whether the related Mortgagor
has failed to perform such obligations under the related Mortgage Loan or
Serviced Whole Loan as of the date required under the related Mortgage Loan or
Serviced Whole Loan and report any such failure to the Special Servicer and the
related Companion Loan Noteholders within a reasonable time after the later of
March 31, 2007 and the date as of which such actions or remediations are
required to be or to have been taken or completed.
Section 3.05 Collection Account; Upper-Tier Distribution Account;
Lower-Tier Distribution Account; Excess Liquidation Proceeds Reserve Account.
(a) The Master Servicer shall establish and maintain the Collection
Account in the Trustee's name, for the benefit of the Certificateholders and the
Trustee as the Holder of the Lower-Tier Regular Interests. The Collection
Account shall be established and maintained as an Eligible Account. Amounts
attributable to the Mortgage Loans will be assets of the Lower-Tier REMIC. The
Master Servicer shall deposit or cause to be deposited in the Collection Account
within one Business Day following receipt the following payments and collections
received or made by it on or with respect to the Mortgage Loans (other than
Mortgage Loans related to a Serviced Whole Loan except for clause (vii) below):
(i) all payments on account of principal on such Mortgage Loans,
including the principal component of Unscheduled Payments;
(ii) all payments on account of interest on such Mortgage Loans and
the interest portion of all Unscheduled Payments;
(iii) all Yield Maintenance Charges on such Mortgage Loans;
(iv) any amounts required to be deposited pursuant to Section
3.07(b) in connection with net losses realized on Permitted Investments
with respect to funds held in the Collection Account;
(v) all Net REO Proceeds withdrawn from an REO Account pursuant to
Section 3.17(b) and all Net Insurance Proceeds and Net Liquidation
Proceeds;
(vi) any amounts received from Mortgagors which represent recoveries
of Property Protection Expenses, to the extent not permitted to be
retained by the Master Servicer as provided herein; and
(vii) any other amounts required by the provisions of this Agreement
to be deposited into the Collection Account by the Master Servicer or
Special Servicer, including, any amounts transferred from a Whole Loan
Custodial Account to the Collection Account as contemplated by Section
3.06A(a)(i), any recovery of Unliquidated Advances and, without
limitation, proceeds of any repurchase of a Mortgage Loan (but in this
case including a Mortgage Loan that is related to a Serviced Whole Loan)
pursuant to Section 2.03 hereof.
The foregoing requirements for deposits in the Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, to the extent provided herein, payments in the
nature of late payment charges (subject to Section 3.12 hereof), assumption
fees, loan modification fees, loan service transaction fees, extension fees,
demand fees, beneficiary statement charges and similar fees need not be
deposited in the Collection Account by the Master Servicer or the Special
Servicer, as applicable, and, to the extent permitted by applicable law, the
Master Servicer or the Special Servicer, as applicable, shall be entitled to
retain any such charges and fees received with respect to such Mortgage Loans.
The Master Servicer shall promptly deliver to the Special Servicer, as
additional special servicing compensation in accordance with Section 3.12, 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) from 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). In the event that
the Master Servicer deposits in the Collection Account any amount not required
to be deposited therein, it may at any time withdraw such amount from the
Collection Account, any provision herein to the contrary notwithstanding. The
Master Servicer shall give written notice to the Trustee and the Special
Servicer of the location and account number of the Collection Account and shall
notify the Trustee and the Special Servicer in writing of any subsequent change
thereof.
Upon receipt of any of the amounts described in clauses (i) through
(vii) above with respect to a Mortgage Loan, 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 Collection 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 Mortgage Loan shall initially be deposited by the Special
Servicer into the related REO Account (or, at the option of the Special
Servicer, remitted by the applicable property manager directly to the Master
Servicer) and thereafter remitted to the Master Servicer for deposit into the
Collection Account, all in accordance with Section 3.17.
(b) The Trustee shall establish and maintain (i) the Lower-Tier
Distribution Account in the name of the Trustee, in trust for the benefit of the
Certificateholders and the Trustee as the Holder of the Lower-Tier Regular
Interests; and (ii) the Upper-Tier Distribution Account in the name of the
Trustee, in trust for the benefit of the Certificateholders (other than the
Holders of the Class LR Certificates). The Lower-Tier Distribution Account and
Upper-Tier Distribution Account shall be established and maintained as Eligible
Accounts or as sub-accounts of a single Eligible Account. With respect to each
Distribution Date, on or before such date the Trustee shall make the withdrawals
from the Lower-Tier Distribution Account, as set forth in Section 4.01 hereof,
shall make the deposits into the Upper-Tier Distribution Account, as set forth
in Section 4.01 hereof, and shall cause the amount of Available Funds (including
P&I Advances) and Yield Maintenance Charges to be distributed in respect of the
Certificates, pursuant to Section 4.01 hereof on such date.
(c) The Trustee shall establish (upon receipt of written notice that
an event that generates Excess Liquidation Proceeds has occurred) and maintain
the Excess Liquidation Proceeds Reserve Account in trust for the benefit of the
Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be
maintained separate and apart from trust funds for mortgage pass-through
certificates of other series administered by the Trustee and other accounts of
the Trustee. Funds in the Excess Liquidation Proceeds Reserve Account may be
invested by the Trustee in Permitted Investments in accordance with the
provisions of Section 3.07.
Upon the disposition of any REO Property in accordance with Section
3.18, the Special Servicer shall calculate the Excess Liquidation Proceeds, if
any, realized in connection with such sale and remit to the Trustee such amount
for deposit in the Excess Liquidation Proceeds Reserve Account. On any
Distribution Date, amounts held in the Excess Liquidation Proceeds Reserve
Account that exceed amounts reasonably anticipated to be required to offset
possible future Realized Losses, as determined by the Special Servicer in
consultation with the Controlling Class Representative, shall be distributed to
the Holders of the Class LR Certificates.
(d) Notwithstanding anything to the contrary herein, the Lower-Tier
Distribution Account, the Upper-Tier Distribution Account, the Excess
Liquidation Proceeds Reserve Account and the Interest Reserve Account may all be
sub-accounts of a single Eligible Account.
Section 3.05A. Whole Loan Custodial Account.
(a) The Master Servicer shall establish and maintain, with respect
to each Serviced Whole Loan, one or more separate accounts, which may be
sub-accounts of a single account (with respect to each Whole Loan, the "Whole
Loan Custodial Account") in which the amounts described in clauses (i) through
(vii) below shall be deposited and held in trust for the benefit of
Certificateholders with respect to the Mortgage Loans related to Serviced Whole
Loans and the related Companion Loan Noteholders, as their interests may appear;
provided that a Whole Loan Custodial Account may be a sub-account of the
Collection Account or another Whole Loan Custodial Account. Each of the Whole
Loan Custodial Accounts shall be an Eligible Account or a subaccount of an
Eligible Account. The Master Servicer shall deposit or cause to be deposited in
each Whole Loan Custodial Account within one Business Day following receipt the
following payments and collections received or made by it on or with respect to
the related Serviced Whole Loan:
(i) all payments on account of principal on the related Serviced
Whole Loan, including the principal component of Unscheduled Payments;
(ii) all payments on account of interest on the related Serviced
Whole Loan and the interest portion of all Unscheduled Payments;
(iii) all Yield Maintenance Charges on the related Serviced Whole
Loan;
(iv) any amounts required to be deposited pursuant to Section
3.07(b) in connection with net losses realized on Permitted Investments
with respect to funds held in the Whole Loan Custodial Account;
(v) all Net REO Proceeds on the related Serviced Whole Loan
withdrawn from an REO Account pursuant to Section 3.17(b) and all Net
Insurance Proceeds and Net Liquidation Proceeds with respect to the
related Serviced Whole Loan;
(vi) any amounts received from the related Mortgagor which represent
recoveries of Property Protection Expenses, to the extent not permitted to
be retained by the Master Servicer as provided herein; and
(vii) any other amounts required by the provisions of this Agreement
to be deposited into the Whole Loan Custodial Account by the Master
Servicer or Special Servicer, including any recovery of any Unliquidated
Advances.
(b) The foregoing requirements for deposits in the Whole Loan
Custodial Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, to the extent provided herein,
payments in the nature of late payment charges (subject to Section 3.12 hereof),
assumption fees, loan modification fees, loan service transaction fees,
extension fees, demand fees, beneficiary statement charges and similar fees need
not be deposited in the Whole Loan Custodial Account by the Master Servicer or
the Special Servicer, as applicable, and, to the extent permitted by applicable
law, the Master Servicer or the Special Servicer, as applicable, shall be
entitled to retain any such charges and fees received with respect to the
Serviced Whole Loans. The Master Servicer shall promptly deliver to the Special
Servicer, as additional special servicing compensation in accordance with
Section 3.12, 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) from 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). In the event
that the Master Servicer deposits in the Whole Loan Custodial Account any amount
not required to be deposited therein, it may at any time withdraw such amount
from the Whole Loan Custodial Account, any provision herein to the contrary
notwithstanding. The Master Servicer shall give written notice to the Trustee,
the related Companion Loan Noteholders and the Special Servicer of the location
and account number of the Whole Loan Custodial Account and shall notify the
Trustee, the related Companion Loan Noteholders and the Special Servicer in
writing of any subsequent change thereof. Each Whole Loan Custodial Account
shall be maintained as a segregated account (or sub-account of such segregated
account), separate and apart from trust funds created for mortgage backed
securities of other series and the other accounts of the Master Servicer.
(c) Upon receipt of any of the amounts described in clauses (i)
through (vii) above with respect to a Whole Loan, 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 Whole Loan 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 Serviced Whole Loan shall initially be deposited by the
Special Servicer into the related REO Account (or, at the option of the Special
Servicer, remitted by the applicable property manager directly to the Master
Servicer) and thereafter remitted to the Master Servicer for deposit into the
related Whole Loan Custodial Account, all in accordance with Section 3.17.
Section 3.06 Permitted Withdrawals from the Collection Account.
(a) The Master Servicer may make withdrawals from the Collection
Account only as described below (the order set forth below not constituting an
order of priority for such withdrawals):
(i) to remit to the Trustee for deposit in the Lower-Tier
Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Reserve Account the amounts required to be deposited
in the Lower-Tier Distribution Account and the Interest Reserve Account
and the Excess Liquidation Proceeds Reserve Account pursuant to Section
4.01(a)(i), Section 3.25 and Section 3.07, respectively;
(ii) to pay or reimburse the Master Servicer, the Special Servicer
or the Trustee, (A) for Advances made thereby with respect to Mortgage
Loans that are not part of a Serviced Whole Loan (other than
Workout-Delayed Reimbursement Amounts) and any related Advance Interest
Amounts (provided that the Trustee shall have priority with respect to
such payment or reimbursement of any such Advances and any related Advance
Interest Amounts), the Master Servicer's right to reimburse any such
Person pursuant to this clause (ii)(A) being limited to late collections
(including cure payments by related Companion Loan Noteholders) of the
particular item which was the subject of the related Advance, Penalty
Charges and Liquidation Proceeds on or in respect of the particular
Mortgage Loan or REO Property respecting which such Advance was made; if
applicable; provided that (x) prior to the time any Advance is reimbursed,
Advance Interest Amounts may be reimbursed solely from Penalty Charges,
and (y) at the time any Advance (other than Workout Delayed Reimbursement
Amounts) is reimbursed, Advance Interest Amounts on such reimbursed
Advance shall be payable first from Penalty Charges collected on the
related Mortgage Loan, and, to the extent such Penalty Charges are
insufficient, then from general collections on deposit in the Collection
Account, (B) for Advances and any related Advance Interest Amounts (or
portion thereof) that have been deemed to be Nonrecoverable Advances or
are not recovered from such recoveries in respect of the related Mortgage
Loan or REO Property after a Final Recovery Determination to the extent
not recovered from the related Whole Loan Custodial Account and Advance
Interest Amounts thereon, first, out of the principal portion of general
collections on the Mortgage Loans and REO Properties (to be allocated
between the Loan Groups as set forth in the last paragraph of this Section
3.06), and second, to the extent the principal portion of general
collections is insufficient and with respect to such excess only, subject
to any election in its sole discretion to defer reimbursement thereof
pursuant to Section 3.30, out of other collections on the Mortgage Loans
and REO Properties (to be allocated between the Loan Groups as set forth
in the last paragraph of this Section 3.06) and, (C) for Workout-Delayed
Reimbursement Amounts and Advance Interest Amounts thereon, first, out of
the principal portion of the general collections on the Mortgage Loans and
REO Properties, net of such amounts being reimbursed pursuant to (B) above
(to be allocated between the Loan Groups as set forth in the last
paragraph of Section 3.06) and second, upon a determination by the Master
Servicer, the Special Servicer or the Trustee, as applicable, that a
Workout-Delayed Reimbursement Amount is a Nonrecoverable Advance, in the
same manner as Nonrecoverable Advances may be reimbursed;
(iii) [Reserved];
(iv) to pay on or before each Master Servicer Remittance Date to the
Master Servicer and the Special Servicer, as applicable, as compensation,
the aggregate unpaid Servicing Fee with respect to Mortgage Loans that are
not part of a Serviced Whole Loan (to the extent not otherwise required to
be applied against Prepayment Interest Shortfalls), and Special Servicing
Compensation (if any), respectively, in respect of the immediately
preceding Interest Accrual Period, to be paid, in the case of the
Servicing Fee, from interest received on the related Mortgage Loan and to
pay from time to time to the Master Servicer in accordance with Section
3.07(b) any interest or investment income earned on funds deposited in the
Collection Account;
(v) in accordance with Section 2.03, to reimburse the Trustee or the
Special Servicer, out of general collections on the Mortgage Loans and
related REO Properties (including with respect to the Non-Serviced
Mortgaged Loan) for any unreimbursed expense reasonably incurred by the
Trustee or the Special Servicer in connection with the enforcement of a
Mortgage Loan Seller's obligations under Section 6(e) of the related Loan
Sale Agreement, together with interest thereon at the Advance Rate, but
only to the extent that such expenses are not otherwise reimbursable;
(vi) to pay out of general collections on the Mortgage Loans and
related REO Properties, for costs and expenses incurred by the Trust Fund
with respect to the Mortgage Loans and related REO Properties pursuant to
Section 3.10(e) and to pay Liquidation Expenses out of related Liquidation
Proceeds pursuant to Section 3.11 (provided that with respect to each
Serviced Whole Loan, such expenses shall first be reimbursed pursuant to
Section 3.06A(vi) to the extent related to such Serviced Whole Loan and if
not reimbursed pursuant thereto, shall be paid from the Collection Account
as provided in this clause (vi));
(vii) to the extent not reimbursed or paid pursuant to any other
clause of this Section 3.06, to reimburse or pay the Master Servicer, the
Trustee, the Special Servicer or the Depositor, as applicable, for unpaid
Trustee Fees, unpaid Servicing Fees, unpaid Special Servicing Compensation
and other unpaid items incurred by such Person pursuant to the second
sentence of Section 3.07(c), Section 3.08(a) and (b), Section 3.10,
Section 3.12(c), Section 3.17(a), Section 6.03, Section 7.04, Section
8.05(a), Section 8.05(b), Section 8.05(d) or Section 11.07, or any other
provision of this Agreement pursuant to which such Person is entitled to
reimbursement or payment from the Trust Fund, in each case only to the
extent expressly reimbursable under such Section, it being acknowledged
that this clause (vii) shall not be deemed to modify the substance of any
such Section, including the provisions of such Section that set forth the
extent to which one of the foregoing Persons is or is not entitled to
payment or reimbursement (provided that with respect to each Serviced
Whole Loan, such expenses shall first be reimbursed pursuant to Section
3.06A(vii) to the extent related to such Serviced Whole Loan and if not
reimbursed pursuant thereto, shall be paid from the Collection Account as
provided in this clause (vii));
(viii) to transfer to the Trustee for deposit in one or more
separate, non-interest bearing accounts any amount reasonably determined
by the Trustee to be necessary to pay any applicable federal, state or
local taxes imposed on the Upper-Tier REMIC, the Lower-Tier REMIC under
the circumstances and to the extent described in Section 4.05;
(ix) to withdraw any amount deposited into the Collection Account
that was not required to be deposited therein; or
(x) to clear and terminate the Collection Account pursuant to
Section 9.01.
The Master Servicer shall also be entitled to make withdrawals from
time to time, from the Collection Account of amounts necessary for the payments
or reimbursement of amounts required to be paid to the Other Master Servicer,
Other Special Servicer or Other Trustee, as applicable, by the holders of the
Non-Serviced Mortgage Loan pursuant to the Xxxxxxxx Xxxxx Intercreditor
Agreement. In the absence of manifest error, the Master Servicer may
conclusively rely on the request for payments contemplated by the preceding
sentence.
If and to the extent that the Master Servicer has reimbursed itself
pursuant to clauses (a)(ii), (a)(vi) or (a)(vii) above for an expense with
respect to a Whole Loan that represents the related Companion Loan's allocable
share of such cost or expense, the Master Servicer shall use efforts consistent
with the Servicing Standard to collect such amounts from the Companion Loan
Noteholder and deposit all such amounts collected from or on behalf of the
Companion Noteholder into the Collection Account.
The Master Servicer shall keep and maintain separate accounting, on
a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account pursuant to subclauses (ii)-(ix) above.
The Master Servicer shall pay to each of the Special Servicer (or to
third party contractors at the direction of the Special Servicer) and the
Trustee, as applicable, from the applicable Collection Account, amounts
permitted to be paid thereto from such account promptly upon receipt of a
written statement of an officer of the Special Servicer or a Responsible Officer
of the Trustee, as the case may be, describing the item and amount to which the
Special Servicer (or such third party contractor) or the Trustee, as the case
may be, is entitled (unless such payment to the Special Servicer or the Trustee,
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 recalculate
the amounts stated therein. The parties seeking payment pursuant to this Section
shall each keep and maintain a separate accounting for the purpose of justifying
any request for withdrawal from each Collection Account, on a loan by loan
basis.
The Trustee, the Special Servicer and the Master Servicer shall in
all cases have a right prior to the Certificateholders to any funds on deposit
in the Collection Account from time to time for the reimbursement or payment of
the Servicing Fees (including investment income), or Trustee Fees, Special
Servicing Compensation, Advances, Advance Interest Amounts and their respective
expenses hereunder to the extent such fees and expenses are to be reimbursed or
paid from amounts on deposit in the Collection Account pursuant to this
Agreement (and to have such amounts paid directly to third party contractors for
any invoices approved by the Trustee, the Master Servicer or the Special
Servicer, as applicable).
The Trustee shall, upon receipt, deposit in the Lower-Tier
Distribution Account and the Interest Reserve Account and Excess Liquidation
Proceeds Reserve Account any and all amounts received by the Trustee in
accordance with Section 3.06(a)(i). If, as of 3:00 p.m., New York City time, on
any Master Servicer Remittance Date or on such other date as any amount referred
to in the foregoing clause (i) is required to be delivered hereunder, the Master
Servicer shall not have delivered to the Trustee for deposit in the Lower-Tier
Distribution Account and the Interest Reserve Account and Excess Liquidation
Proceeds Reserve Account the amounts required to be deposited therein pursuant
to the provisions of this Agreement (including, without limitation, Section
3.06(a)(i)), then the Trustee shall, to the extent that a Responsible Officer of
the Trustee has such knowledge, provide notice of such failure to 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 day; provided,
however, that the Master Servicer will pay the Trustee interest on such late
payment at the prime rate until such late payment is received by the Trustee.
To the extent a Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount with respect to a Mortgage Loan is required to be
reimbursed from the principal portion of the general collections on the Mortgage
Loans pursuant to clause (ii) of this Section 3.06, such reimbursement shall be
made first, from the principal collections available on the Mortgage Loans
included in the same Loan Group as such Mortgage Loan and if the principal
collections in such Loan Group are not sufficient to make such reimbursement in
full, then from the principal collections available in the other Loan Group
(after giving effect to any reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts related to such other Loan Group). To the
extent a Nonrecoverable Advance with respect to a Mortgage Loan is required to
be reimbursed from the interest portion of the general collections on the
Mortgage Loans pursuant to clause (ii) of this Section 3.06, such reimbursement
shall be made first, from the interest collections available on the Mortgage
Loans included in the same Loan Group as such Mortgage Loan and if the interest
collections in such Loan Group are not sufficient to make such reimbursement in
full, then from the interest collections available in the other Loan Group
(after giving effect to any reimbursement of Nonrecoverable Advances related to
such other Loan Group); provided, however, that this provision shall not result
in any change in the interest distributions in the manner required under Section
4.01(a)(i) of this Agreement.
Section 3.06A. Permitted Withdrawals from the Whole Loan Custodial
Account.
(a) The Master Servicer may make withdrawals from the applicable
Whole Loan Custodial Account only as described below (the order set forth below
not constituting an order of priority for such withdrawals):
(i) to remit prior to making the required remittance from the
Collection Account to the Lower-Tier Distribution Account on each Master
Servicer Remittance Date (or on the master servicer remittance date of any
other securitization of a Companion Loan, if earlier) (provided that the
Master Servicer shall notify the master servicer under a securitization of
the related Pari Passu Companion Loan if any amounts have been received on
the Business Day prior to the Master Servicer Remittance Date (or Business
Day prior to the master servicer remittance date of such other
securitization, if earlier)) (1) to the Master Servicer for deposit in the
Collection Account all amounts on deposit in the Whole Loan Custodial
Account payable to the Trust pursuant to the related Intercreditor
Agreement and (2) to each related Companion Loan Note Holder all amounts
on deposit in the Whole Loan Custodial Account payable to such Companion
Loan Noteholder pursuant to the related Intercreditor Agreement;
(ii) to pay or reimburse the Master Servicer, the Special Servicer,
the Trustee, or any master servicer, trustee or other party making
advances on the related Companion Loan under a securitization of such
Companion Loan, (A) for Advances made thereby with respect to such
Serviced Whole Loan (other than Workout-Delayed Reimbursement Amounts) and
any related Advance Interest Amounts (or, in the case of any master
servicer, trustee or other party making advances on the related Companion
Loan under a securitization of such Companion Loan, if and to the extent
any Penalty Charges are received, any advance interest due on advances
made by such party) (provided that the Trustee shall have priority with
respect to such payment or reimbursement of any such Advances and any
related Advance Interest Amounts), the Master Servicer's right to
reimburse any such Person pursuant to this clause (ii) being limited to
late collections (including cure payments by related Companion Loan
Noteholders) of the particular item which was the subject of the related
Advance, Penalty Charges and Liquidation Proceeds on or in respect of the
particular Serviced Whole Loan or REO Property respecting which such
Advance was made; if applicable; provided, that prior to the time any
Advance is reimbursed, Advance Interest Amounts may be reimbursed solely
from Penalty Charges;
(iii) [Reserved];
(iv) to pay on or before each Master Servicer Remittance Date (1) to
the Master Servicer as compensation, the aggregate unpaid Servicing Fee
with respect to such Serviced Whole Loan (to the extent not otherwise
required to be applied against Prepayment Interest Shortfalls), in respect
of the immediately preceding Interest Accrual Period, to be paid from
interest received on the related Mortgage Loan and to pay from time to
time to the Master Servicer in accordance with Section 3.07(b) any
interest or investment income earned on funds deposited in the Whole Loan
Custodial Account and (2) any Special Servicer Compensation payable with
respect to such Serviced Whole Loan;
(v) [Reserved];
(vi) to pay for costs and expenses incurred by the Trust Fund solely
with respect to such Serviced Whole Loan and related REO Property pursuant
to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation
Proceeds pursuant to Section 3.11;
(vii) to the extent not reimbursed or paid pursuant to any other
clause of this Section 3.06A, to reimburse or pay the Master Servicer, the
Trustee, the Special Servicer or the Depositor, as applicable, for unpaid
Servicing Fees, unpaid Special Servicing Compensation and other unpaid
items incurred by such Person pursuant to the second sentence of Section
3.07(c), Section 3.08(a) and (b), Section 3.10, Section 3.12(c), Section
3.17(a), Section 6.03, Section 7.04, Section 8.05(a), Section 8.05(b),
Section 8.05(d) or Section 11.07, or any other provision of this Agreement
pursuant to which such Person is entitled to reimbursement or payment from
the Trust Fund, in each case only to the extent expressly reimbursable
under such Section and to the extent related to such Serviced Whole Loan
and not related to amounts which are solely expenses of the Trust Fund
(such as expenses related to administration of the Trust Fund or REMIC
taxes, penalties or interest or preservation of the REMIC status of the
Trust Fund), it being acknowledged that this clause (vii) shall not be
deemed to modify the substance of any such Section, including the
provisions of such Section that set forth the extent to which one of the
foregoing Persons is or is not entitled to payment or reimbursement;
(viii) [Reserved];
(ix) to withdraw any amount deposited into the Whole Loan Custodial
Account that was not required to be deposited therein; or
(x) to clear and terminate the Whole Loan Custodial Account pursuant
to Section 9.01.
The Master Servicer shall also be entitled to make withdrawals from
time to time, from the Whole Loan Custodial Account of amounts necessary for the
payments or reimbursement of amounts required to be paid to the master
servicers, special servicers or trustees, as applicable, relating to subsequent
securitizations by the holders of the Companion Loans pursuant to the related
Intercreditor Agreement. In the absence of manifest error, the Master Servicer
may conclusively rely on the request for payments contemplated by the preceding
sentence.
The Master Servicer shall keep and maintain separate accounting, on
a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Whole Loan Custodial Account pursuant to subclauses (ii)-(x)
above.
The Master Servicer shall pay to each of the Special Servicer (or to
third party contractors at the direction of the Special Servicer) and the
Trustee, as applicable, from the applicable Whole Loan Custodial Account,
amounts permitted to be paid thereto from such account promptly upon receipt of
a written statement of an officer of the Special Servicer or a Responsible
Officer of the Trustee, as the case may be, describing the item and amount to
which the Special Servicer (or such third party contractor) or the Trustee, as
the case may be, is entitled (unless such payment to the Special Servicer or the
Trustee, 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 Whole Loan Custodial Account, on
a loan by loan basis.
The Trustee, the Special Servicer and the Master Servicer shall in
all cases have a right prior to the Certificateholders to any funds on deposit
in the Whole Loan Custodial Account from time to time for the reimbursement or
payment of the Servicing Fees (including investment income), or Special
Servicing Compensation, Advances, Advance Interest Amounts and their respective
expenses hereunder to the extent such fees and expenses are to be reimbursed or
paid from amounts on deposit in the Whole Loan Custodial Account pursuant to
this Agreement (and to have such amounts paid directly to third party
contractors for any invoices approved by the Trustee, the Master Servicer or the
Special Servicer, as applicable).
The Master Servicer shall remit (1) for deposit in the Collection
Account all amounts on deposit in the Whole Loan Custodial Account payable to
the Trust pursuant to the related Intercreditor Agreement and (2) to each
related Companion Loan Note Holder all amounts on deposit in the Whole Loan
Custodial Account payable to such Companion Loan Noteholder pursuant to the
related Intercreditor Agreement, in each case, prior to the required remittance
from the Collection Account to the Lower-Tier Distribution Account on each
Master Servicer Remittance Date.
Section 3.07 Investment of Funds in the Collection Account, the REO
Account, the Interest Reserve Account, the Mortgagor Accounts, the Excess
Liquidation Proceeds Reserve Account and Other Accounts.
(a) The Master Servicer, or with respect to any REO Account, the
Special Servicer, or, with respect to the Excess Liquidation Proceeds Reserve
Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution
Account and the Interest Reserve Account (the foregoing 4 accounts, the "Trustee
Accounts"), the Trustee, may direct any depository institution maintaining the
Collection Account, any Mortgagor Accounts (subject to the second succeeding
sentence) the Trustee Accounts and the REO Accounts (each of the Collection
Account, any REO Account, the Mortgagor Account and any Trustee Account, for
purposes of this Section 3.07, an "Investment Account"), to invest the funds in
such Investment Account in one or more Permitted Investments that bear interest
or are sold at a discount, and that mature, unless payable on demand, no later
than the Business Day preceding the date on which such funds are required to be
withdrawn from such Investment Account pursuant to this Agreement; provided that
any amounts invested by the Trustee in Permitted Investments managed or advised
by the Trustee shall mature on or prior to the Distribution Date in time to be
available to make timely distributions to Certificateholders. Any direction by
the Master Servicer, the Special Servicer or the Trustee, to invest funds on
deposit in an Investment Account shall be in writing and shall certify that the
requested investment is a Permitted Investment which matures at or prior to the
time required hereby or is payable on demand. In the case of any Reserve
Account, Escrow Account or Lock-Box Account (the "Mortgagor Accounts"), the
Master Servicer shall act upon the written request of the related Mortgagor or
Manager to the extent the Master Servicer is required to do so under the terms
of the respective Mortgage Loan or related documents, provided that in the
absence of appropriate written instructions from the related Mortgagor or
Manager meeting the requirements of this Section 3.07, the Master Servicer shall
have no obligation to, but will be entitled to, direct the investment of funds
in such accounts in Permitted Investments. 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) or in the name of a nominee of the Trustee. The Trustee shall have sole
control (except with respect to investment direction which shall be in the
control of the Master Servicer (or the Special Servicer, with respect to any REO
Accounts) as an independent contractor to the Trust Fund) over each such
investment and any certificate or other instrument evidencing any such
investment shall be delivered directly to the Trustee or its agent (which shall
initially be the Master Servicer), together with any document of transfer, if
any, necessary to transfer title to such investment to the Trustee or its
nominee. The Trustee shall have no responsibility or liability with respect to
the investment directions of the Master Servicer or the Special Servicer, any
Mortgagor or Manager or any losses resulting therefrom, whether from Permitted
Investments or otherwise. The Master Servicer shall have no responsibility or
liability with respect to the investment direction of the Trustee, the Special
Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether
from Permitted Investments or otherwise. The Special Servicer shall have no
responsibility or liability with respect to the investment direction of the
Trustee, the Master Servicer, any Mortgagor or any property manager or any
losses resulting therefrom, whether from Permitted Investments or otherwise. In
the event amounts on deposit in an Investment Account are at any time invested
in a Permitted Investment payable on demand, the Master Servicer (or the Special
Servicer in the case of REO Accounts, or the Trustee, in the case of the Trustee
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 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 in
the case of REO Accounts) that such Permitted Investment would not constitute a
Permitted Investment in respect of funds thereafter on deposit in the related
Investment Account.
(b) All income and gain realized from investment of funds deposited
in any Investment Account shall be for the benefit of the Master Servicer,
except with respect to the investment of funds deposited in (i) any Mortgagor
Account to the extent required under the Mortgage Loan or applicable law to be
for the benefit of the related Mortgagor, (ii) any REO Account, which shall be
for the benefit of the Special Servicer or (iii) the Trustee Accounts, which
shall be for the benefit of the Trustee, and, if held in the Collection Account
or REO Account shall be subject to withdrawal by the Master Servicer or the
Special Servicer, as applicable, in accordance with Section 3.06 or Section
3.17(b), as applicable. The Master Servicer (or with respect to any REO Account,
the Special Servicer and with respect to the Trustee Accounts, the Trustee)
shall deposit from its own funds into any applicable Investment Account, the
amount of any loss incurred in respect of any such Permitted Investment
immediately upon realization of such loss (except with respect to losses
incurred as a result of the related Mortgagor or Manager exercising its power
under the related Loan Documents to direct such investment in such Mortgagor
Account); provided, however, that the Trustee, Master Servicer or Special
Servicer, as applicable, may reduce the amount of such payment to the extent it
forgoes any investment income in such Investment Account otherwise payable to
it. The Master Servicer shall also deposit from its own funds in any Mortgagor
Account the amount of any loss incurred in respect of Permitted Investments,
except to the extent that amounts are invested for the benefit of the Mortgagor
under the terms of the Mortgage Loan or applicable law, provided that,
notwithstanding the foregoing, none of the Master Servicer, the Special Servicer
or the Trustee (in their respective capacities as Master Servicer, Special
Servicer and Trustee, respectively) shall be required to deposit any loss on an
investment 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 that holds such Investment Account, so long as such
depository institution or trust company satisfied the qualifications set forth
in the definition of Eligible Account (1) at the time such investment was made
and (2) as of the date that is 30 days prior to the insolvency.
(c) Except as otherwise expressly provided 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 upon the request of Holders of Certificates
representing greater than 50% of the Percentage Interests of any Class shall,
take such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings. In the
event the Trustee takes any such action, the Trust Fund shall pay or reimburse
the Trustee for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by the Trustee in connection therewith. In the event
that the Trustee does not take any such action, the Master Servicer may, but is
not obligated to, take such action at its own cost and expense.
Section 3.08 Maintenance of Insurance Policies and Errors and
Omissions and Fidelity Coverage.
(a) The Master Servicer on behalf of the Trustee, as mortgagee,
shall use efforts consistent with the Servicing Standard to cause the related
Mortgagor to maintain, to the extent required by each Mortgage Loan and each
Serviced Companion Loan (other than the Non-Serviced Mortgage Loan and the
Companion Loan related thereto), and if the Mortgagor does not so maintain,
shall itself maintain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances and to the extent the Trustee as mortgagee has an
insurable interest and to the extent available at commercially reasonable
rates), (i) fire and hazard insurance (and windstorm insurance, if applicable)
with extended coverage on the related Mortgaged Property in an amount which is
at least equal to the lesser of (a) one hundred percent (100%) of the then "full
replacement cost" of the improvements and equipment (excluding foundations,
footings and excavation costs), without deduction for physical depreciation, and
(b) the outstanding principal balance of the related Mortgage Loan and the
related Companion Loan(s) or such greater amount as is necessary to prevent any
reduction in such policy by reason of the application of co-insurance provisions
and to prevent the Trustee thereunder from being deemed to be a co-insurer and
provided such policy shall include a "replacement cost" rider, (ii) insurance
providing coverage against 18 months (or such longer period or with such
extended period endorsement as provided in the related Mortgage or other Loan
Document) of rent interruptions and (iii) such other insurance as is required in
the related Mortgage Loan and the related Serviced Companion Loan. Subject to
Section 3.17, the Special Servicer, in accordance with the Servicing Standard,
shall cause to be maintained for each REO Property no less insurance coverage
than was previously required of the Mortgagor under the related Loan Documents;
provided that such insurance is available at commercially reasonable rates and
the subject hazards are at the time commonly insured against by prudent owners
of 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 by prudent owners of properties similar to the REO Property
located in or around the region in which such REO Property is located);
provided, further, that to the extent the Loan Documents require the related
Mortgagor to maintain insurance with an insurer rated better than "A-" by S&P,
"A3" by Xxxxx'x or "A-" by Fitch, without Rating Agency Confirmation or the
approval of the Special Servicer, the Master Servicer may, to the extent
consistent with the Servicing Standard, permit the related Mortgagor to maintain
insurance with an insurer that does not meet the requirements of the Loan
Documents so long as the related Mortgagor maintains insurance with an insurer
rated at least "A-" by S&P, "A3" by Xxxxx'x (or, if not rated by Xxxxx'x, at
least "A" by AM Best) or "A-" by Fitch. All insurance for an REO Property shall
be from a Qualified Insurer. Any amounts collected by the Master Servicer or the
Special Servicer under any such policies (other than amounts required to be
applied to the restoration or repair of the related Mortgaged Property or
amounts to be released to the Mortgagor in accordance with the terms of the
related Loan Documents) shall be deposited into the Collection Account pursuant
to Section 3.05 or the Whole Loan Custodial Account pursuant to Section 3.05A,
as applicable, subject to withdrawal pursuant to Section 3.05, 3.05A, 3.06 or
3.06A. Any cost incurred by the Master Servicer or the Special Servicer in
maintaining any such insurance shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
so permit. It is understood and agreed that no other additional insurance other
than flood insurance or earthquake insurance subject to the conditions set forth
below is to be required of any Mortgagor or to be maintained by the Master
Servicer other than pursuant to the terms of the related Loan Documents and
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. If the Mortgaged Property
(other than an REO Property and other than with respect to the Non-Serviced
Mortgage Loan and the Companion Loan related thereto) is located in a federally
designated special flood hazard area, the Master Servicer will use efforts
consistent with the Servicing Standard to cause the related Mortgagor to
maintain, to the extent required by each Mortgage Loan or Serviced Whole Loan,
and if the related Mortgagor does not so maintain, shall itself obtain (subject
to the provisions of this Agreement concerning Nonrecoverable Advances) and
maintain flood insurance in respect thereof. Such flood insurance shall be in an
amount equal to the lesser of (i) the unpaid principal balance of the related
Mortgage Loan (other than the Non-Serviced Mortgage Loan) and the related
Companion Loan and (ii) the maximum amount of such insurance required by the
terms of the related Mortgage Loan or Serviced Whole Loan and as is available
for the related property under the national flood insurance program (assuming
that the area in which such property is located is participating in such
program). If a Mortgaged Property (other than an REO Property) is related to a
Mortgage Loan or Serviced Whole Loan (other than the Non-Serviced Mortgage Loan)
pursuant to which earthquake insurance is required to be maintained pursuant to
the terms of the Mortgage Loan or Serviced Whole Loan, the Master Servicer shall
use efforts consistent with the Servicing Standard to cause the related
Mortgagor to maintain, and if the related Mortgagor does not so maintain will
itself obtain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances and for so long as such insurance continues to be
available at commercially reasonable rates) and maintain earthquake insurance in
respect thereof, in the amount required by the Mortgage Loan or Serviced Whole
Loan or, if not specified, in-place at origination. If an REO Property (i) is
located in a federally designated special flood hazard area or (ii) is related
to a Mortgage Loan or Serviced Whole Loan with respect to which earthquake
insurance would be appropriate in accordance with the Servicing Standard and
such insurance is available at commercially reasonable rates, the Special
Servicer will obtain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances) and maintain flood insurance and/or earthquake
insurance in respect thereof providing the same coverage as described in this
Section 3.08(a). Out-of-pocket expenses incurred by the Master Servicer or
Special Servicer in maintaining insurance policies pursuant to this Section 3.08
shall be advanced by the Master Servicer as a Property Advance and shall be
reimbursable to the Master Servicer with interest at the Advance Rate. The
Master Servicer (or the Special Servicer, with respect to the Specially Serviced
Mortgage Loans) agrees to prepare and present, on behalf of itself, the Trustee
and the Certificateholders and the Companion Loan Noteholders, claims under each
related insurance policy maintained pursuant to this Section 3.08(a) in a timely
fashion in accordance with the terms of such policy and to take such reasonable
steps as are necessary to receive payment or to permit recovery thereunder. All
insurance policies required to be maintained by the Master Servicer or Special
Servicer hereunder shall name the Trustee or the Master Servicer or the Special
Servicer, on behalf of the Trustee and the Companion Loan Noteholders as the
mortgagee, as loss payee, and shall be issued by Qualified Insurers.
Notwithstanding the foregoing: (A) the Master Servicer shall not be required to
maintain any earthquake or environmental insurance policy on any Mortgaged
Property unless such insurance is required to be maintained under the related
Loan Documents and is available at commercially reasonable rates; provided,
however, that the Master Servicer shall have no obligation to maintain such
earthquake or environmental insurance policy required under the related Loan
Documents if the originator of the Mortgage Loan waived compliance with such
insurance requirements (and if the applicable Master Servicer does not cause the
Mortgagor to maintain or does not itself maintain such earthquake or
environmental insurance policy on any Mortgaged Property, the applicable Special
Servicer shall have the right, but not the duty, to obtain, at the Trust's
expense, earthquake or environmental insurance on any Mortgaged Property
securing a Specially Serviced Mortgage Loan or an REO Property so long as such
insurance is available at commercially reasonable rates); (B) with respect to
the Master Servicer's obligation to cause the related Mortgagor to maintain such
insurance, the Master Servicer shall have no obligation beyond using its efforts
consistent with the Servicing Standard to cause any Mortgagor to maintain the
insurance required to be maintained or that the lender is entitled to reasonably
require, subject to applicable law, under the related Loan Documents; and (C) in
making determinations as to the availability of insurance at commercially
reasonable rates or otherwise, the Master Servicer shall, to the extent
consistent with the Servicing Standard, be entitled to rely, at its own expense,
on insurance consultants in making such determination and any such
determinations by the applicable Master Servicer need not be made more
frequently than annually but in any event shall be made at the approximate date
on which the applicable Master Servicer receives notice of the renewal,
replacement or cancellation of coverage.
Notwithstanding the foregoing, the Master Servicer or Special
Servicer, as applicable, will not be required to maintain (and in the case of
the Special Servicer, with respect any Specially Serviced Mortgage Loan), 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 which does not contain
any carve-out for terrorist or similar acts, if, and only if the Special
Servicer has 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 reasonably 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 the Controlling Class Representative or any Companion Loan Representative,
as applicable, has approved the decision not to require the borrower to maintain
terrorism insurance (provided that the decision of the Controlling Class
Representative or Companion Loan Representative, as applicable, to grant or
withhold such consent shall be disregarded by the Special Servicer if such
consent or lack of consent would cause the Special Servicer to violate the
Servicing Standard); provided, however, the Controlling Class Representative or
Companion Loan Representative, as applicable, approval shall be deemed to have
been given if it has not responded within five business days (or with respect to
any Whole Loan, such other time period as may be set forth in the related
Intercreditor Agreement) of receipt of the Special Servicer's written
recommendation and the information upon which such recommendation is based;
provided, further, that upon the Special Servicer's determination consistent
with the Servicing Standard, that exigent circumstances do not allow the Special
Servicer to consult with the Controlling Class Representative or Companion Loan
Representative, as applicable, the Special Servicer shall not be required to do
so; provided, further, that, during the period that the Special Servicer is
evaluating such insurance hereunder, the Master 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, further, that, during the period that the Controlling
Class Representative or Companion Loan Representative is evaluating such
insurance hereunder, neither the Master Servicer nor the Special Servicer, as
the case may be, shall 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 has given prompt notice to the Special Servicer, Controlling Class
Representative or Companion Loan Representative 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 Special Servicer,
Controlling Class Representative or Companion Loan Representative shall promptly
notify the Master Servicer or the Special Servicer (with respect to the
Controlling Class Representative or Companion Loan Representative), as the case
may be, of each determination under this paragraph.
(b) (i) If the Master Servicer obtains and maintains a blanket
insurance policy insuring against fire and hazard losses on all of the Mortgaged
Properties (other than REO Properties and other than with respect to the
Mortgaged Properties that secure the Non-Serviced Mortgage Loan and/or the
Companion Loan related thereto) as to which the related Mortgagor has not
maintained insurance required by the related Mortgage Loan (other than any
Mortgagor that is required under the related Loan Documents to maintain
insurance with an insurer rated better than "A-" by S&P, "A3" by Xxxxx'x or "A-"
by Fitch that maintains insurance with an insurer rated at least "A-" by S&P,
"A3" by Xxxxx'x (or, if not rated by Xxxxx'x, at least "A" by AM Best) or "A-"
by Fitch) and/or the related Companion Loan(s) or the Special Servicer obtains
and maintains a blanket insurance policy insuring against fire and hazard losses
on all of the REO Properties (other than REO Properties acquired in respect of
the Non-Serviced Mortgage Loan and the Companion Loan related thereto), as
required under this Agreement, as the case may be, then the Master Servicer or
the Special Servicer, as the case may be, shall conclusively be deemed to have
satisfied its respective obligations concerning the maintenance of insurance
coverage set forth in Section 3.08(a). Any such blanket insurance policy shall
be maintained with a Qualified Insurer. A blanket insurance policy may contain a
deductible clause, in which case the Master Servicer or the Special Servicer, as
applicable, shall, in the event that (i) there shall not have been maintained on
the related Mortgaged Property a policy otherwise complying with the provisions
of Section 3.08(a), and (ii) there shall have been one or more losses which
would have been covered by such a policy had it been maintained, immediately
deposit into the Collection Account or, if applicable, related Whole Loan
Custodial Account from its own funds the amount not otherwise payable under the
blanket policy because of such deductible clause to the extent that any such
deductible exceeds the deductible limitation that pertained to the related
Mortgage Loan or Serviced Whole Loan, or, in the absence of any such deductible
limitation, the deductible limitation which is consistent with the Servicing
Standard. In connection with its activities as Master Servicer or the Special
Servicer hereunder, as applicable, the Master Servicer and the Special Servicer,
respectively, agree to prepare and present, on behalf of itself, the Trustee and
Certificateholder and any related Companion Loan Noteholder, claims under any
such blanket policy which it maintains in a timely fashion in accordance with
the terms of such policy and to take such reasonable steps as are necessary to
receive payment or permit recovery thereunder.
(ii) If the Master Servicer causes any Mortgaged Property (other
than any REO Property and other than with respect to the Mortgaged
Property that secures the Non-Serviced Mortgage Loan and/or the Companion
Loan related thereto) or the Special Servicer causes any REO Property
(other than an REO Property acquired in respect of the Non-Serviced
Mortgage Loan or the Companion Loan related thereto) to be covered by a
master force placed insurance policy and such policy shall be issued by a
Qualified Insurer and provide no less coverage in scope and amount for
such Mortgaged Property or REO Property than the insurance required to be
maintained pursuant to Section 3.08(a), then the Master Servicer or
Special Servicer, as the case may be, shall conclusively be deemed to have
satisfied its respective obligations to maintain insurance pursuant to
Section 3.08(a). Such policy may contain a deductible clause, in which
case the Master Servicer or the Special Servicer, as applicable, shall, in
the event that (i) there shall not have been maintained on the related
Mortgaged Property or REO Property a policy otherwise complying with the
provisions of Section 3.08(a), and (ii) there shall have been one or more
losses which would have been covered by such a policy had it been
maintained, immediately deposit into the Collection Account or, if
applicable, related Whole Loan Custodial Account from its own funds the
amount not otherwise payable under such policy because of such deductible
to the extent that any such deductible exceeds the deductible limitation
that pertained to the related Mortgage Loan and/or any Companion Loan(s)
related thereto, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.
(c) The Master Servicer and the Special Servicer shall each maintain
a fidelity bond in such form and amounts as are consistent with the Servicing
Standard. The Master Servicer and the Special Servicer each shall be deemed to
have complied with this provision if one of its respective Affiliates 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
applicable. In addition, the Master Servicer and the Special Servicer shall each
keep in force during the term of this Agreement a policy or policies of
insurance covering loss occasioned by the errors and omissions of its officers
and employees in connection with its obligations to service the Mortgage Loans
or Serviced Whole Loans hereunder in such form and amounts as are consistent
with the Servicing Standard. Notwithstanding the foregoing, so long as the
long-term unsecured debt rating of the Master Servicer is not in any event less
than "BBB" as rated by S&P, "BBB" as rated by Fitch and "Baa" as rated by
Xxxxx'x, respectively, the Master Servicer may self-insure for the fidelity bond
and errors and omissions coverage otherwise required above. The Master Servicer
shall cause each and every sub-servicer for it to maintain or cause to be
maintained by an agent or contractor servicing any Mortgage Loan on behalf of
such sub-servicer, a fidelity bond and an errors and omissions insurance policy
which satisfy the requirements for the fidelity bond and the errors and
omissions policy to be maintained by the Master Servicer to comply with the
foregoing. All fidelity bonds and policies of errors and omissions insurance
obtained under this Section 3.08(c) shall be issued by a Qualified Insurer.
Section 3.09 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Defeasance Provisions.
(a) (i) Upon receipt of any request of a waiver in respect of a
due-on-sale or due-on encumbrance provision, the Master Servicer, with respect
to Mortgage Loans that are not Specially Serviced Mortgage Loans, and the
Special Servicer, with respect to Specially Serviced Mortgage Loans, shall
promptly analyze such waiver, including the preparation of written materials in
connection with such analysis, and will close the related transaction, subject
to the consent rights (if any) of each Companion Holder pursuant to the related
Intercreditor Agreement as provided in this Section 3.09(a)(i) and subject to
Sections 3.09(b), Section 3.26, Section 3.27, Section 3.28 and Section 3.31;
provided, however, that the Master Servicer shall not enter into any such
agreement to the extent that any terms thereof would result in (i) the
imposition of a tax on the Lower-Tier REMIC or Upper-Tier REMIC under the REMIC
Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify
as a REMIC at any time that any Certificate is outstanding or (ii) create any
lien on a Mortgaged Property that is senior to, or on parity with, the lien of
the related Mortgage. With respect to all Mortgage Loans other than Specially
Serviced Mortgage Loans the Master Servicer or, in the case of Specially
Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the
mortgagee of record, shall, to the extent permitted by applicable law, enforce
the restrictions contained in the related Mortgage on transfers or further
encumbrances of the related Mortgaged Property and on transfers of interests in
the related Mortgagor, unless following its receipt of a request of a waiver in
respect of a due-on-sale or due-on-encumbrance provision the Master Servicer
(with the written consent of the Special Servicer, which consent shall be deemed
given if not denied within the later of (a) 15 Business Days after the Special
Servicer's receipt of the written recommendation of the Master Servicer for such
action and any additional information the Special Servicer may reasonably
request for the analysis of such request (such recommendation and information
may be delivered in an electronic format reasonably acceptable to the Master
Servicer and the Special Servicer) and (b) five (5) Business Days after the
Controlling Class Representative's receipt of the written recommendation of the
Special Servicer for such action and any additional information the Controlling
Class Representative may reasonably request for the analysis of such request,
which notice shall be given by the Special Servicer no later than 10 Business
Days after the commencement of the 15 Business Day period described in the
preceding clause (a)) or the Special Servicer (with the written consent of the
Controlling Class Representative, which consent shall be deemed given if not
denied within five Business Days after the Controlling Class Representative's
receipt of the written recommendation of the Special Servicer for such action
and any additional information the Controlling Class Representative may
reasonably request for the analysis of such request), as applicable, has
determined, consistent with the Servicing Standard, that the waiver of such
restrictions would be in accordance with the Servicing Standard. Promptly after
the Master Servicer (with the written consent of the Special Servicer to the
extent required in the preceding sentence) or the Special Servicer (with the
written consent of the Controlling Class Representative to the extent required
in the preceding sentence), as applicable, has made any such determination, the
Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating
Agencies and each other party hereto an Officer's Certificate setting forth the
basis for such determination. In addition, neither the Master Servicer nor the
Special Servicer may waive any "due-on-encumbrance" provision unless the Master
Servicer or the Special Servicer, as applicable, shall have received prior
written Rating Agency Confirmation with respect to such action unless (x) the
related Mortgage Loan (A) represents less than 2% the principal balance of all
of the Mortgage Loans in the Trust Fund, (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 (y) the
encumbrance relates to the grant of an easement, right-of-way or similar
encumbrance that the Master Servicer or Special Servicer, as applicable,
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 Mortgage Loan. In addition, neither the Master
Servicer nor the Special Servicer may waive any "due-on-sale" provision unless
either (x) the Master Servicer or Special Servicer, as applicable, shall have
received Rating Agency Confirmation with respect to such action or (y) the
related Mortgage Loan or the Mortgage Loan included in the related Serviced
Whole Loan, as applicable, (A) represents less than 5% of the principal balance
of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that
is equal to or less than $35,000,000 and (C) is not one of the 10 largest
Mortgage Loans in the Mortgage Pool based on principal balance. With respect to
each Companion Loan, no waiver of a due-on-sale or due-on-encumbrance provision
will be effective unless the Master Servicer or Special Servicer, as applicable,
first consults with the related Subordinate Companion Holder if required under
the applicable Intercreditor Agreement.
The Master Servicer shall notify the Trustee, the Special Servicer,
each Rating Agency and, with respect to a Whole Loan, the related Companion Loan
Noteholders(s), of any assumption or substitution agreement executed pursuant to
this Section 3.09(a)(i) and shall forward thereto a copy of such agreement.
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 (or Serviced Whole Loans) making up the related
cross-collateralized group. Further, subject to the terms of the related Loan
Documents and applicable law, the Master Servicer or the Special Servicer, as
applicable, shall use reasonable efforts to collect all costs incurred in
connection with any assumption, including any arising from seeking Rating Agency
Confirmation, from the related Mortgagor. To the extent not collected from the
related Mortgagor, any Rating Agency charges in connection with the foregoing
shall be paid as an Additional Trust Fund Expense. In connection with any
request for rating confirmation from a Rating Agency pursuant to this Section
3.09(b), the Master Servicer or Special Servicer, as applicable, shall deliver a
Review Package to such Rating Agency. To the extent permitted by the applicable
Loan Documents and applicable law, the Master Servicer or Special Servicer, as
applicable, may charge the related Mortgagor a fee in connection with any
enforcement or waiver contemplated in this subsection (a)(i).
Further, subject to the terms of the related Loan Documents and
applicable law, the Master Servicer or the Special Servicer, as applicable,
shall use reasonable efforts to ensure that all costs in connection with any
assumption, including any arising from seeking Rating Agency Confirmation, are
paid by the related Mortgagor. To the extent not collected from the related
Mortgagor, the Master Servicer or Special Servicer, as applicable, shall use
reasonable efforts to ensure that all costs in connection with any encumbrance,
including any arising from seeking Rating Agency Confirmation, are paid by the
related Mortgagor. To the extent not collected from the related Mortgagor after
the use of such efforts, any rating agency charges in connection with the
foregoing shall be paid by the Master Servicer as a Property Advance (or as an
Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable
Advance). In connection with any request for Rating Agency Confirmation pursuant
to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as
applicable, shall deliver a Review Package to such Rating Agency. To the extent
permitted by the applicable Loan Documents and applicable law, the Master
Servicer or Special Servicer, as applicable, may charge the related Mortgagor a
fee in connection with any enforcement or waiver contemplated in this subsection
(a)(i).
(ii) With respect to any Tenants-in-Common Loan, the Master
Servicer, on behalf of the Trustee as the mortgagee of record, shall
review (A) each request for a sale, transfer or syndication of any
Mortgagor's equity interests in the related Mortgagor and shall promptly
analyze such request, including, with regard to each proposed Mortgagor
transferee, the financial statements, credit information, organizational
documents and other written materials set forth on the applicable schedule
on Exhibit B-1 hereto, to determine, in accordance with the Servicing
Standard, whether the requested sale, transfer or syndication meets the
applicable requirements and to obtain any consents required under any
related Intercreditor Agreement, and (B) the corresponding waiver of any
applicable due-on-sale or due-on-encumbrance provision and determine
whether approval of such waiver is consistent with the Servicing Standard.
Promptly after the Master Servicer has made any such affirmative
determination that such sale, transfer or syndication meets the applicable
requirements on Exhibit B-1, the Master Servicer shall deliver to the
Special Servicer, the Trustee, the Rating Agencies and each other party
hereto, no later than five (5) Business Days prior to such sale, transfer
or syndication, an officer's certificate setting forth notice of the
approval or disapproval and the basis for such determination, including
evidence of compliance with each of the requirements for such
Tenants-in-Common Loan described on Exhibit B-1, provided, however, if the
proposed investor/transferee is a single member limited liability company
not organized in Delaware or is not an accredited investor, the provisions
of this Section 3.09(a)(ii) shall not apply and approval of any such
transfer shall follow the procedures set forth in Section 3.09(a)(i), and
provided further that with respect to any transfer approved pursuant to
this Section 3.09(a)(ii), the Special Servicer shall be entitled to
certain of the fees as set forth on Exhibit B-1 paid by the Mortgagor, and
the Master Servicer shall not waive any such fees without the consent of
the Special Servicer.
(b) Nothing in this Section 3.09 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any lien or other encumbrance with respect to such Mortgaged
Property.
(c) In connection with the taking of, or the failure to take, any
action pursuant to this Section 3.09, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend, and no assumption or
substitution agreement entered into pursuant to Section 3.09(a) shall contain
any terms that are different from, any term of any Mortgage Loan or the related
Note, other than pursuant to Section 3.27.
(d) With respect to any Mortgage Loan or Serviced Whole Loan (other
than the Non-Serviced Mortgage Loan) which permits release of Mortgaged
Properties through defeasance, and to the extent consistent with the terms of
the related Loan Documents:
(i) In the event such Mortgage Loan or Serviced Whole Loan requires
that the Master Servicer on behalf of the Trustee purchase the required
"government securities" within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, or any other securities that comply with
Treasury Regulations Section 1.860G-2(a)(8), the Master Servicer, an
accommodation Mortgagor pursuant to clause (v) below or the Mortgagor
shall, at the Mortgagor's expense (to the extent consistent with the Loan
Documents), purchase such obligations in accordance with the terms of such
Mortgage Loan or Serviced Whole Loan and deliver to the Master Servicer,
in the case of the Mortgagor, or in the case of the Master Servicer, hold
the same on behalf of the Trust Fund; and, if applicable, the related
Companion Loan Noteholder; provided that, subject to the related Loan
Documents, the Master Servicer shall not accept the amounts paid by the
related Mortgagor to effect defeasance until acceptable "government
securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, or any other securities that comply with Treasury
Regulations Section 1.860G-2(a)(8) have been identified, in each case
which are acceptable as defeasance collateral under the then most recently
published current guidelines of the Rating Agencies. Notwithstanding the
foregoing, with respect to certain Mortgage Loans originated or acquired
by GSMC and subject to defeasance, GSMC has transferred to a third party,
the right to establish or designate the successor borrower and to purchase
or cause to be purchased the related defeasance collateral ("GSMC
Defeasance Rights and Obligations"). In the event the Master Servicer
receives notice of a defeasance request with respect to a Mortgage Loan
that provides for GSMC Defeasance Rights and Obligations in the related
Loan Documents, the Master Servicer shall provide, within five (5)
business days of receipt of such notice, written notice of such defeasance
request to GSMC's assignee. Until such time as GSMC provides written
notice to the contrary, notice of a defeasance of a Mortgage Loan with
GSMC Defeasance Rights and Obligations shall be delivered to Defeasance
Holding Company, LLC, 00000 Xxxxxx Xxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000, Attention: Asset Manager, Tel: 000-000-0000, Fax:
000-000-0000, E-Mail: xxx-xxxx@xxxxxx.xxx.
(ii) The Master Servicer shall require, to the extent the Loan
Documents grant the mortgagor discretion to so require, the Mortgagor to
provide an Opinion of Counsel (which shall be an expense of the related
Mortgagor (to the extent consistent with the Loan Documents)) to the
effect that the Trustee has a first priority security interest in the
defeasance deposit and the "government securities" within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, or any other
securities that comply with Treasury Regulations Section 1.860G-2(a)(8),
and the assignment thereof is valid and enforceable; such opinion,
together with any other certificates or documents to be required in
connection with such defeasance shall be in form and substance acceptable
to the Master Servicer.
(iii) To the extent consistent with the related Loan Documents, the
Master Servicer shall obtain a certificate at the related Mortgagor's
expense from an Independent certified public accountant certifying that
the "government securities" within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, or any other securities that comply with
Treasury Regulations Section 1.860G-2(a)(8), comply with the requirements
of the related Loan Agreement or Mortgage.
(iv) To the extent consistent with the related Loan Documents and if
required by the Rating Agencies under the then most recently published
current criteria of the Rating Agencies, prior to permitting release of
any Mortgaged Properties through defeasance, the Master Servicer shall (at
the Mortgagor's expense) obtain Rating Agency Confirmation and a similar
confirmation as to any securities issued pursuant to a securitization of
any Pari Passu Companion Loan.
(v) If the Mortgage Loan or Serviced Whole Loan permits the related
Mortgagor or the lender or its designee to cause an accommodation
Mortgagor to assume such defeased obligations, the Master Servicer shall,
or shall cause the Mortgagor to, establish at the Mortgagor's cost and
expense (and shall use efforts consistent with the Servicing Standard to
cause the related Mortgagor to consent to such assumption) a special
purpose bankruptcy-remote entity to assume such obligations, the
establishment of which will not, as evidenced in a writing of the Rating
Agencies delivered to the Trustee (if such confirmation is required
pursuant to the then most recently published guidelines of the Rating
Agencies), in and of itself, result in the downgrade, qualification or
withdrawals of the ratings then assigned to the Certificates or any
certificate and a similar confirmation as to any securities issued
pursuant to a securitization of any Pari Passu Companion Loan.
(vi) To the extent consistent with the related Loan Documents, the
Master Servicer shall require the related Mortgagor to pay all costs and
expenses incurred in connection with the defeasance of the related
Mortgage Loans or Serviced Whole Loans. In the event that the Mortgagor is
not required to pay any such costs and expenses under the terms of the
Loan Documents, such costs and expenses shall be Additional Trust Fund
Expenses.
(vii) In no event shall the Master Servicer have liability to any
party hereto or beneficiary hereof for obtaining Rating Agency
Confirmation (or conditioning approval of defeasance on the delivery of
Rating Agency Confirmation) or for imposing conditions to approval of a
defeasance on the satisfaction of conditions that are consistent with the
Servicing Standard but are not required under Rating Agency guidelines
(provided that this shall not protect the Master Servicer from any
liability that may be imposed as a result of the violation of applicable
law or the Mortgage Loan Documents).
Section 3.10 Realization Upon Defaulted Mortgage Loans.
(a) Within 60 days after the occurrence of an Appraisal Reduction
Event, the Special Servicer shall, in the case of any Mortgage Loan or Serviced
Whole Loan (other than the Non-Serviced Mortgage Loan) with an outstanding
principal balance equal to or in excess of $2,000,000, obtain an updated
Appraisal or, in the case of any Mortgage Loan with an outstanding principal
balance of less than $2,000,000, perform a desktop valuation of the related
Mortgaged Property or REO Property, as the case may be, the costs of which shall
be a Property Advance (or as an expense of the Trust Fund and paid by the Master
Servicer out of the Collection Account if such Property Advance would be a
Nonrecoverable Advance) to be advanced by the Master Servicer; provided,
however, that the Special Servicer shall not be required to obtain an updated
Appraisal or perform a desktop valuation of any Mortgaged Property with respect
to which there exists an Appraisal or desktop valuation, as applicable, which is
less than twelve months old unless the Special Servicer determines that such
previously obtained Appraisal is materially inaccurate. With respect to Mortgage
Loans for which an Appraisal Reduction Event has occurred, the Special Servicer
shall obtain annual letter updates to any updated Appraisal or desktop
valuation, as the case may be. Any Appraisal or desktop valuation prepared in
order to determine the Appraisal Reduction Amount allocated pursuant to Section
4.06 shall be delivered by the Special Servicer, upon request, to any
Certificateholder of a Private Certificate and to any Companion Loan Noteholder.
(b) In connection with any foreclosure, enforcement of the Loan
Documents or other acquisition, the Master Servicer in accordance with Section
3.22 shall pay the out-of-pocket costs and expenses in any such proceedings as a
Property Advance unless the Master Servicer determines, in its good faith
judgment exercised in accordance with the Servicing Standard, that such Advance
would constitute a Nonrecoverable Advance (in which case such costs shall be an
expense of the Trust Fund and paid by the Master Servicer out of the Collection
Account). The Master Servicer shall be entitled to reimbursement of Advances
(with interest at the Advance Rate) made pursuant to the preceding sentence to
the extent permitted by Section 3.06(a)(ii) and Section 3.06(a)(vii).
Subject to Section 3.26, if the Special Servicer elects to proceed
with a non-judicial foreclosure in accordance with the laws of the state where
the Mortgaged Property is located, the Special Servicer shall not be required to
pursue a deficiency judgment against the related Mortgagor or any other liable
party if the laws of the state do not permit such a deficiency judgment after a
non-judicial foreclosure or if the Special Servicer determines, in accordance
with the Servicing Standard, that the likely recovery if a deficiency judgment
is obtained will not be sufficient to warrant the cost, time, expense and/or
exposure of pursuing the deficiency judgment and such determination is evidenced
by an Officer's Certificate delivered to the Trustee.
(i) In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of
sale shall be issued to the Trustee, to a co-trustee or to its nominee
(which shall not include the Master Servicer but may be a single member
limited liability company owned by the Trust and managed by the Special
Servicer) or a separate trustee or co-trustee on behalf of the Trustee as
holder of the Lower-Tier Regular Interests and on behalf of the holders of
the Certificates and, if applicable, and the related Companion Loan
Noteholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan or Serviced Whole Loan, such
Mortgage Loan or Serviced Whole Loan shall (except for purposes of Section
9.01) be considered to be an REO Mortgage Loan held in the Trust Fund
until such time as the related REO Property shall be sold by the Trust
Fund and shall be reduced only by collections net of expenses.
(c) Notwithstanding any provision to the contrary, the Special
Servicer shall not acquire for the benefit of the Trust Fund any personal
property pursuant to this Section 3.10 unless either:
(i) such personal property is (in the good faith judgment of the
Special Servicer) incident to real property (within the meaning of Section
856(e)(1) of the Code) so acquired by the Special Servicer for the benefit
of the Trust Fund; or
(ii) the Special Servicer shall have requested and received an
Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such personal property by the Trust Fund
will not cause the imposition of a tax on the Lower-Tier REMIC or
Upper-Tier REMIC under the REMIC Provisions or cause the Lower-Tier REMIC
or Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(d) Notwithstanding any provision to the contrary in this Agreement,
neither the Special Servicer nor the Master Servicer shall, on behalf of the
Trust Fund or, if applicable, the related Companion Loan Noteholder, obtain
title to any direct or indirect partnership or membership interest or other
equity interest in any Mortgagor pledged pursuant to any pledge agreement,
unless the Master Servicer or the Special Servicer shall have requested and
received an Opinion of Counsel (which opinion shall be an expense of the Trust
Fund) to the effect that the holding of such partnership or membership interest
or other equity interest by the Trust Fund will not cause the imposition of a
tax on the Lower-Tier REMIC or Upper-Tier REMIC under the REMIC Provisions or
cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at
any time that any Certificate is outstanding.
(e) Notwithstanding any provision to the contrary contained in this
Agreement, the Special Servicer shall not, on behalf of the Trust Fund, or, if
applicable, the related Companion Loan Noteholders obtain title to a Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, obtain title to
any direct or indirect partnership or membership interest in any Mortgagor
pledged pursuant to a pledge agreement and thereby be the beneficial owner of a
Mortgaged Property, and shall not otherwise acquire possession of, or take any
other action with respect to, any Mortgaged Property if, as a result of any such
action, the Trustee, or the Trust Fund or the Certificateholders or, if
applicable, the related Companion Loan Noteholders, would be considered to hold
title to, or be a mortgagee-in-possession of, or to be an "owner" or "operator"
of such Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Special Servicer has previously determined in
accordance with the Servicing Standard, based on an updated environmental
assessment report prepared by an Independent Person who regularly conducts
environmental audits, that:
(i) such Mortgaged Property is in compliance with applicable
environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Trust
Fund and any related Companion Loan Noteholder to take such actions as are
necessary to bring such Mortgaged Property in compliance therewith; and
(ii) there are no circumstances present at such Mortgaged Property
relating to the use, management or disposal of any Hazardous Materials for
which investigation, testing, monitoring, containment, clean-up or
remediation could be required under any currently effective federal, state
or local law or regulation, or that, if any such Hazardous Materials are
present for which such action could be required, after consultation with
an environmental consultant, it would be in the best economic interest of
the Trust Fund and any related Companion Loan Noteholder to take such
actions with respect to the affected Mortgaged Property. In the event that
the environmental assessment first obtained by the Special Servicer with
respect to a Mortgaged Property indicates that such Mortgaged Property may
not be in compliance with applicable environmental laws or that Hazardous
Materials may be present but does not definitively establish such fact,
the Special Servicer shall cause such further environmental tests to be
conducted by an Independent Person who regularly conducts such tests as
the Special Servicer shall deem prudent to protect the interests of
Certificateholders and any related Companion Loan Noteholder. Any such
tests shall be deemed part of the environmental assessment obtained by the
Special Servicer for purposes of this Section 3.10.
In the event that the Special Servicer seeks to obtain title to a
Mortgaged Property on behalf of the Trust Fund and any related Companion Loan
Noteholder, the Special Servicer may, in its discretion, establish a single
member limited liability company with the Trust Fund and any related Companion
Loan Noteholder as the sole owner to hold title to such Mortgaged Property.
(f) The environmental assessment contemplated by Section 3.10(e)
shall be prepared within three months of the determination that such assessment
is required by any Independent Person who regularly conducts environmental
audits for purchasers of commercial property where the Mortgaged Property is
located, as determined by the Special Servicer in a manner consistent with the
Servicing Standard and, if applicable, any secured creditor impaired property
policy issued on or prior to the Closing Date with respect to any Mortgage Loan
(including that the environmental assessment identify any potential pollution
conditions (as defined in the environmental insurance policy) with respect to
the related Mortgaged Property). The Master Servicer shall advance the cost of
preparation of such environmental assessments unless the Master Servicer
determines, in its good faith judgment, that such Advance would be a
Nonrecoverable Advance (in which case such costs shall be an expense of the
Trust Fund and paid by the Master Servicer out of the Collection Account. The
Master Servicer shall be entitled to reimbursement of Advances (with interest at
the Advance Rate) made pursuant to the preceding sentence in the manner set
forth in Section 3.06. Copies of any environmental assessment prepared pursuant
to Section 3.10(e) shall be provided to the Certificateholder of any Class of
Private Certificates and any related Companion Loan Noteholder upon written
request to the Special Servicer.
(g) If the Special Servicer determines pursuant to Section
3.10(e)(i) that a Mortgaged Property is not in compliance with applicable
environmental laws but that it is in the best economic interest of the Trust
Fund and any related Companion Loan Noteholder, as a collective whole, to take
such actions as are necessary to bring such Mortgaged Property in compliance
therewith, or if the Special Servicer determines pursuant to Section 3.10(e)(ii)
that the circumstances referred to therein relating to Hazardous Materials are
present but that it is in the best economic interest of the Trust Fund and any
related Companion Loan Noteholder, as a collective whole, to take such action
with respect to the containment, clean-up or remediation of Hazardous Materials
affecting such Mortgaged Property as is required by law or regulation, the
Special Servicer shall take such action as it deems to be in the best economic
interest of the Trust Fund and any related Companion Loan Noteholder, as a
collective whole. The Master Servicer shall pay the cost of any such compliance,
containment, clean-up or remediation from the Collection Account.
(h) The Special Servicer shall notify the Master Servicer of any
abandoned and/or foreclosed properties which require reporting to the Internal
Revenue Service and shall provide the Master Servicer with all information
regarding forgiveness of indebtedness and required to be reported with respect
to any Mortgage Loan or Companion Loan which is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related
Mortgagor, in the manner required by applicable law, such information and the
Master Servicer shall report, via Form 1099C, all forgiveness of indebtedness to
the extent such information has been provided to the Master Servicer by the
Special Servicer. Upon request, the Master Servicer shall deliver a copy of any
such report to the Trustee and to any related Companion Loan Noteholder.
Section 3.11 Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan or Serviced Whole Loan or the receipt
by the Master Servicer or the Special Servicer of a notification that payment in
full has been escrowed in a manner customary for such purposes, the Master
Servicer or the Special Servicer shall immediately notify the Trustee or the
Custodian and to any related Companion Loan Noteholder by a certification (which
certification 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 Collection Account pursuant to Section 3.05 have been or will
be so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.
From time to time upon request of the Master Servicer or Special
Servicer and delivery to the Trustee and the Custodian of a Request for Release,
the Trustee shall promptly cause the Custodian to release the Mortgage File (or
any portion thereof) designated in such Request for Release to the Master
Servicer or Special Servicer, as applicable. Upon return of the foregoing to the
Custodian, or in the event of a liquidation or conversion of the Mortgage Loan
or Serviced Whole Loan into an REO Property, receipt by the Trustee of a
certificate of a Servicing Officer stating that such Mortgage Loan or Serviced
Whole Loan was liquidated and that all amounts received or to be received in
connection with such liquidation which are required to be deposited into the
Collection Account have been so deposited, or that such Mortgage Loan or
Serviced Whole Loan has become an REO Property, the Custodian shall deliver a
copy of the Request for Release to the Master Servicer or Special Servicer, as
applicable.
Within 3 Business Days, after receipt of written certification of a
Servicing Officer, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee's sale or other documents prepared by
the Special Servicer, its agents or attorneys, 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 Loan or Serviced Whole
Loan, or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Loan Documents or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trustee and a statement as to the reason such
documents or pleadings are required, and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage
or other security agreement, except for the termination of such a lien upon
completion of the foreclosure or trustee's sale.
If, from time to time, pursuant to the terms of the Xxxxxxxx Xxxxx
Intercreditor Agreement and the Other Pooling Agreement, and as appropriate for
enforcing the terms of the Non-Serviced Mortgage Loan, the Other Master Servicer
requests delivery to it of the original Note for the Non-Serviced Mortgage Loan,
then the Trustee, upon receipt of a written certification from a servicing
officer of the Other Master Servicer shall release or cause the release of such
original Note to the Other Master Servicer or its designee.
Section 3.12 Servicing Fees and Special Servicing Compensation.
(a) As compensation for its activities hereunder, the Master
Servicer shall be entitled, with respect to each Mortgage Loan and REO Mortgage
Loan (including the Non-Serviced Mortgage Loan but excluding the Non-Serviced
Companion Loan), each Pari Passu Companion Loan and each Subordinate Companion
Loan that is included as part of a Serviced Whole Loan and each Collection
Period, to the Servicing Fee, which shall be payable from amounts on deposit in
the Collection Account and/or, in the case of a Serviced Whole Loan or portion
thereof, the related Whole Loan Custodial Account as set forth in Section
3.06(a)(iv) and (a)(vii) and/or Section 3.06A, as applicable. In addition, the
Master Servicer shall be entitled to receive, as additional servicing
compensation, (i) 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 3.27 that did not
require the approval of the Special Servicer and is not in respect of a
Specially Serviced Mortgage Loan and 100% of any fee actually paid by a
Mortgagor in connection with a defeasance of a Mortgage Loan or Serviced Whole
Loan that is not a Specially Serviced Mortgage Loan as contemplated under
Section 3.09, (ii) 50% of any and all assumption fees for any non-Specially
Serviced Mortgage Loans for transactions effected under Section 3.09(a), (b) and
(c), actually paid by a Mortgagor, and 100% of any and all assumption
application fees and other applicable fees (not including assumption fees),
actually paid by a Mortgagor in accordance with the related Loan Documents, with
respect to any assumption or substitution agreement entered into by the Master
Servicer on behalf of the Trust (or, in the case of a Whole Loan, on behalf of
the Trust and the related Companion Loan Noteholders) pursuant to Section
3.09(a) or paid by a Mortgagor with respect to any transfer of an interest in a
Mortgagor pursuant to Section 3.09(a), (iii) 100% of any consent fees actually
collected on a Mortgage Loan (other than the Non-Serviced Mortgage Loan) or
Serviced Whole Loan that is not a Specially Serviced Mortgage Loan in connection
with any consent that did not require the approval of the Special Servicer, (iv)
Penalty Charges paid by the Mortgagors with respect to all Mortgage Loans other
than Penalty Charges accrued during the period they are Specially Serviced
Mortgage Loans, but only to the extent such Penalty Charges on each such
Mortgage Loan exceed all accrued and unpaid or unreimbursed Advance Interest
Amounts and any unpaid or unreimbursed Additional Trust Fund Expenses (other
than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) or
Advance Interest Amounts or Additional Trust Fund Expenses paid from a source
other than Penalty Charges from the Trust (other than Special Servicing Fees,
unpaid Workout Fees and Liquidation Fees) incurred during the last 12 months
with respect to the related Mortgage Loan, (v) the aggregate Prepayment Interest
Excess, but only to the extent such amount is not required to be included in any
Compensating Interest Payment, in each case to the extent received and not
required to be deposited or retained in the Collection Account pursuant to
Section 3.05, (vi) 100% of demand fees, beneficiary statement charges, fees for
insufficient or returned checks and similar usual and customary charges and fees
(other than application, assumption, consent, extension, modification,
amendment, processing or similar fees) actually received from Mortgagors on
non-Specially Serviced Mortgage Loans (in the case of the Non-Serviced Mortgage
Loan and related Companion Loan, only to the extent actually remitted by the
Other Master Servicer) and (vii) fees for late remittances (other than Penalty
Charges) that are actually paid by the Other Master Servicer under the Other
Pooling Agreement; provided, however, that the Master Servicer shall not be
entitled to apply or retain any amounts described in clauses (i) through (iv)
above as additional compensation, including any Penalty Charges, with respect to
a specific Mortgage Loan with respect to which a default or event of default
thereunder has occurred and is continuing unless and until such default or event
of default has been cured (or has been waived in accordance with the terms of
this Agreement) and all delinquent amounts required to have been paid by the
Mortgagor, Advance Interest Amounts and Additional Trust Fund Expenses (other
than Special Servicing Fees, Workout Fees and Liquidation Fees) both (x) due
with respect to such Mortgage Loan and (y) in the case of expense items that
arose within the last 12 months have been paid. The Master Servicer shall also
be entitled pursuant to, and to the extent provided for in Sections 3.06(a)(iv),
3.06A and 3.07(b), to withdraw from the Collection Account and the Whole Loan
Custodial Accounts and to receive from any Mortgagor Accounts (to the extent not
payable to the related Mortgagor under the Mortgage Loan or applicable law) any
interest or other income earned on deposits therein. Notwithstanding the
foregoing, the Master Servicer shall not be entitled to any Xxxxxxx Assumption
Review Fees.
Except as otherwise provided herein, the Master Servicer shall pay
all expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any sub-servicers retained by it. Except as
otherwise provided herein, the Trustee shall pay all expenses incurred by it,
the Certificate Registrar, the Paying Agent, the Custodian and the
Authenticating Agent in connection with their activities hereunder.
(b) As compensation for its activities hereunder, the Special
Servicer shall be entitled with respect to each Specially Serviced Mortgage Loan
(excluding the Non-Serviced Mortgage Loan and the Non-Serviced Companion Loan);
each Pari Passu Companion Loan and each Subordinate Companion Loan that is
included as part of a serviced Whole Loan and each Collection Period, to the
Special Servicing Fee, which shall be payable from amounts on deposit in the
Collection Account and/or, in the case of a Serviced Whole Loan or portion
thereof, the related Whole Loan Custodial Account as set forth in Sections
3.06(a)(iv) and (vii) and 3.06A. The Special Servicer's rights to the Special
Servicing 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. In addition, the Special Servicer shall be
entitled to receive, as additional servicing compensation, (i) with respect to
any Specially Serviced Mortgage Loan, 100% of any and all assumption application
fees and other applicable fees (including any Xxxxxxx Assumption Review Fees),
actually paid by a Mortgagor in accordance with the related Loan Documents, with
respect to any assumption or substitution agreement entered into by the Special
Servicer on behalf of the Trust (or, in the case of a Serviced Whole Loan, on
behalf of the Trust and the related Companion Loan Noteholders) pursuant to
Section 3.09(b) or paid by a Mortgagor with respect to any transfer of an
interest in a Mortgagor pursuant to Section 3.09(b), any and all assumption
fees, modification fees, consent fees, extension fees and similar fees
(including any Xxxxxxx Assumption Review Fees) actually collected on the
Mortgage Loans or Serviced Whole Loans that are not otherwise payable to the
Master Servicer as additional servicing compensation pursuant to Section
3.12(a), (ii) Penalty Charges paid by the Mortgagors with respect to all
Mortgage Loans accrued during the period they are Specially Serviced Mortgage
Loans, but only to the extent such Penalty Charges on each such Mortgage Loan
exceed all accrued and unpaid or unreimbursed Advance Interest Amounts and any
unpaid or unreimbursed Additional Trust Fund Expenses or Advance Interest
Amounts or Additional Trust Fund Expenses paid from a source other than Penalty
Charges from Trust (other than Special Servicing Fees, unpaid Workout Fees and
Liquidation Fees) incurred during the last 12 months with respect to such
Mortgage Loan and (iii) any interest or other income earned on deposits in the
REO Accounts. The Special Servicer shall not be entitled to any Special
Servicing Fees or Workout Fees with respect to the Non-Serviced Mortgage Loan.
Except as otherwise provided herein, the Special Servicer shall pay
all expenses incurred by it in connection with its servicing activities
hereunder.
The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected
Mortgage Loan at the Workout Fee Rate on such Mortgage Loan for so long as it
remains a Corrected Mortgage Loan. The Special Servicer shall not be entitled to
any Workout Fee with respect to the Non-Serviced Mortgage Loan and the
Non-Serviced Companion Loan. The Workout Fee with respect to any Corrected
Mortgage Loan will cease to be payable if such loan again becomes a Specially
Serviced Mortgage Loan; provided that a new Workout Fee will become payable if
and when such Specially Serviced Mortgage Loan again becomes a Corrected
Mortgage Loan. If the Special Servicer is terminated (other than for cause) or
resigns, it shall retain the right to receive any and all Workout Fees payable
in respect of Mortgage Loans or Serviced Whole Loans that became Corrected
Mortgage Loans prior to the time of that termination or resignation except the
Workout Fees will no longer be payable if the Mortgage Loan or Serviced Whole
Loans subsequently becomes a Specially Serviced Mortgage Loan. If the Special
Servicer resigns or is terminated (other than for cause), it will receive any
Workout Fees payable on Specially Serviced Mortgage Loans for which the
resigning or terminated Special Servicer had cured the event of default through
a modification, restructuring or workout negotiated by the Special Servicer and
evidenced by a signed writing with respect to which one (1) scheduled payment
has been made, but which had not as of the time the Special Servicer resigned or
was terminated become a Corrected Mortgage Loan solely because the Mortgagor had
not had sufficient time to make three consecutive timely Monthly Payments and
which subsequently becomes a Corrected Mortgage Loan as a result of the
Mortgagor making such three consecutive timely Monthly Payments. The successor
special servicer will not be entitled to any portion of such Workout Fees. The
Special Servicer shall also be entitled to additional servicing compensation in
the form of a Liquidation Fee (other than with respect to the Non-Serviced
Mortgage Loan and the Non-Serviced Companion Loan) payable out of the
Liquidation Proceeds prior to the deposit of the Net Liquidation Proceeds in the
Collection Account or the Whole Loan Custodial Account, as applicable. However,
no Liquidation Fee will be payable in connection with, or out of, Liquidation
Proceeds resulting from the purchase of any Specially Serviced Mortgage Loan or
REO Property (i) by any Mortgage Loan Seller (unless the applicable Mortgage
Loan Seller does not repurchase such Mortgage Loan until after more than 180
days following its receipt of notice of a Material Breach or Material Defect),
(ii) by the Master Servicer, the Special Servicer, the Holders of the
Controlling Class, the Holders of the Class LR Certificates or the Remaining
Certificateholder pursuant to Section 9.01, (iii) by any Companion Loan
Noteholder pursuant to the related Intercreditor Agreement or by the holder of
any mezzanine loan pursuant to the related mezzanine loan intercreditor
agreement(unless the holder of a mezzanine loan does not purchase such Mortgage
Loan until after more than 60 days after the date the related purchase option
becomes exercisable or if the holder of a mezzanine loan is required to include
the Liquidation Fee as part of its purchase price) or (iv) pursuant to the
exercise of an Option. The Special Servicer shall not be entitled to any
Liquidation Fee with respect to the Non-Serviced Mortgage Loan and the
Non-Serviced Companion Loan. Notwithstanding anything herein to the contrary,
the Special Servicer shall only be entitled to receive a Liquidation Fee or a
Workout Fee, but not both, with respect to proceeds on any Mortgage Loan or
Serviced Whole Loan.
(c) The Master Servicer, Special Servicer and Trustee shall be
entitled to reimbursement from the Trust Fund for the costs and expenses
incurred by them in the performance of their duties under this Agreement which
are "unanticipated expenses incurred by the REMIC" within the meaning of
Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall include,
by way of example and not by way of limitation, environmental assessments,
Appraisals in connection with foreclosure, the fees and expenses of any
administrative or judicial proceeding and expenses expressly identified as
reimbursable in Section 3.06(a)(vii).
(d) No provision of this Agreement or of the Certificates shall
require the Master Servicer, the Special Servicer or the Trustee to expend or
risk their own funds or otherwise incur any financial liability in the
performance of any of their duties hereunder or thereunder, or in the exercise
of any of their rights or powers, if, in the good faith business judgment of the
Master Servicer, Special Servicer or the Trustee, as the case may be, repayment
of such funds would not be ultimately recoverable from late payments, Net
Insurance Proceeds, Net Liquidation Proceeds and other collections on or in
respect of the Mortgage Loans or Serviced Whole Loan, or (to the extent recovery
is permitted from a Serviced Whole Loan hereunder) from adequate indemnity from
other assets comprising the Trust Fund against such risk or liability.
If the Master Servicer, the Special Servicer or the Trustee receives
a request or inquiry from a Mortgagor, any Certificateholder or any other Person
the response to which would, in the Master Servicer's, the Special Servicer's or
the Trustee's good faith business judgment require the assistance of Independent
legal counsel or other consultant to the Master Servicer, the Special Servicer,
or the Trustee the cost of which would not be an expense of the Trust Fund
hereunder, then the Master Servicer, the Special Servicer or the Trustee, as the
case may be, shall not be required to take any action in response to such
request or inquiry unless the Mortgagor or such Certificateholder or such other
Person, as applicable, makes arrangements for the payment of the Master
Servicer's, the Special Servicer's or the Trustee's expenses associated with
such counsel (including, without limitation, posting an advance payment for such
expenses) satisfactory to the Master Servicer, the Special Servicer or the
Trustee as the case may be, in its sole discretion. Unless such arrangements
have been made, the Master Servicer, the Special Servicer or the Trustee as the
case may be, shall have no liability to any Person for the failure to respond to
such request or inquiry.
The Special Servicer (whether or not such loan is a Specially
Serviced Mortgage Loan) shall, for the benefit of the Certificateholders,
direct, manage, prosecute and/or defend any and all claims and litigation
relating to (a) the enforcement of the obligations of each Mortgagor or
Guarantor under the related Loan Documents and (b) any action brought by a
Mortgagor against the Trust Fund. Such enforcement shall be carried out in
accordance with the terms of this Agreement, including, without limitation, the
Servicing Standard. Notwithstanding the foregoing, for the avoidance of doubt it
is understood that nothing in this Section 3.12(d) shall affect the right of the
Master Servicer (i) to defend its interests against any claims or causes of
action that may be asserted against it in litigation in which it is named as a
party, as applicable (it being understood that the Special Servicer would have
exclusive authority to direct and handle the representation of the interests of
the Trust Fund, if any, in any such litigation, as provided above in this
Section 3.12(d)), or (ii) to seek indemnification with respect to any matter for
which it is entitled to seek indemnification with respect to its obligations
under this Agreement. The Special Servicer will have the right to settle any
claims brought against the Trust, including claims asserted against the Master
Servicer, provided that (w) the Special Servicer has determined, consistent with
the Servicing Standard, that such settlement would be in the best interests of
the Certificateholders (and, in the case of a Serviced Whole Loan, the holders
of any related Serviced Companion Loan), as a collective whole, (x) such
settlement does not require any admission of liability or wrongdoing on the part
of the Master Servicer, (y) such settlement is fully indemnifiable under Section
6.03 hereof and paid by the Trust, and (z) all costs and fees incurred in
defending and settling the claims are indemnified expenses under Section 6.03
hereof.
(e) On or before each Master Servicer Remittance Date, the Master
Servicer shall pay from the related Servicing Fee, each Broker Strip Amount by
wire transfer in immediately available funds to an account designated by the
Strip Holder.
Section 3.13 Compensating Interest Payments. The Master Servicer
shall deliver to the Trustee for deposit in the Lower-Tier Distribution Account
on each Master Servicer Remittance Date, without any right of reimbursement
therefor, an amount equal to the lesser of (i) the aggregate of all Prepayment
Interest Shortfalls incurred in connection with Principal Prepayments received
in respect of the Mortgage Loans (other than the Non-Serviced Mortgage Loan,
Specially Serviced Mortgage Loans and defaulted Mortgage Loans) during the most
recently ended Prepayment Period, and (ii) the sum of (A) the aggregate
Servicing Fees for the related Distribution Date with respect to each Mortgage
Loan and REO Mortgage Loan for which Servicing Fees are being paid in such
Prepayment Period (in each case up to a maximum rate of 0.01% per annum) and (B)
all Prepayment Interest Excesses (and net investment earnings thereon); provided
that the Master Servicer shall pay (without regard to clause (ii) above) the
aggregate of all Prepayment Interest Shortfalls otherwise described in clause
(i) above incurred in connection with Principal Prepayments received in respect
of the Mortgage Loans during the most recently ended Prepayment Period to the
extent such Prepayment Interest Shortfalls were the result of the Master
Servicer's failure to enforce the related Loan Documents.
Section 3.14 [Reserved].
Section 3.15 [Reserved].
Section 3.16 Access to Certain Documentation. The Master Servicer
and Special Servicer shall provide to the Trustee, the Underwriters, the Rating
Agencies, the Depositor, any Certificateholders and the Companion Loan
Noteholders that are, in each case, federally insured financial institutions,
the Federal Reserve Board, the FDIC and the OTS and the supervisory agents and
examiners of such boards and such corporations, and any other governmental or
regulatory body to the jurisdiction of which any Certificateholder or the
Companion Loan Noteholders is subject, access to the documentation regarding the
Mortgage Loans required by applicable regulations of the Federal Reserve Board,
FDIC, OTS or any such governmental or regulatory body, such access being
afforded without charge but only upon reasonable request and during normal
business hours at the offices of the Master Servicer or Special Servicer (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). Nothing in this
Section 3.16 shall detract from the obligation of the Master Servicer and
Special Servicer to observe any applicable law prohibiting disclosure of
information with respect to the Mortgagors, and the failure of the Master
Servicer and Special Servicer to provide access as provided in this Section 3.16
as a result of such obligation shall not constitute a breach of this Section
3.16.
In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, the Companion Loan
Noteholders or any regulatory authority that may exercise authority over a
Certificateholder or Companion Loan Noteholder, the Master Servicer and the
Special Servicer may each require payment from such Certificateholder 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
without charge under applicable law. In connection with providing
Certificateholders or beneficial owners of Certificates 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 beneficial
owners of Certificates 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) 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.
In addition, in connection with providing access to information
pursuant to this Section 3.16, each of the Master Servicer and the Special
Servicer may (i) affix a reasonable disclaimer to any information provided by it
for which it is not the original source (without suggesting liability on the
part of any other party hereto); (ii) affix to any information provided by it a
reasonable statement regarding securities law restrictions on such information
and/or condition access to information on the execution of a reasonable
confidentiality agreement; (iii) withhold access to confidential information or
any intellectual property; and (iv) withhold access to items of information
contained in the Servicing File for any Mortgage Loan or Companion Loan if the
disclosure of such items would constitute a waiver of the attorney-client
privilege.
Section 3.17 Title and Management of REO Properties.
(a) In the event that title to any Mortgaged Property (other than a
Mortgaged Property with respect to the Non-Serviced Mortgage Loan) is acquired
for the benefit of Certificateholders (or, with respect to a Serviced Whole
Loan, for the benefit of the Certificateholders and the related Companion Loan
Noteholders) (as a collective whole) (either by the Trust Fund or by a single
member limited liability company established for that purpose) in foreclosure,
by deed in lieu of foreclosure or upon abandonment or reclamation from
bankruptcy, the deed or certificate of sale shall be taken in the name of the
Trustee, or its nominee (which shall not include the Master Servicer), or a
separate trustee or co-trustee, on behalf of the Trust Fund and the related
Companion Loan Noteholders. The Special Servicer, on behalf of the Trust Fund,
shall sell any REO Property prior to the close of the third calendar year
following the year in which the Lower-Tier REMIC acquires ownership of such REO
Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for
purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) is granted an extension of time (an "REO Extension") by the Internal Revenue
Service to sell such REO Property or (ii) obtains for the Trustee and the Master
Servicer an Opinion of Counsel, addressed to the Trustee and the Master
Servicer, to the effect that the holding by the Lower-Tier REMIC of such REO
Property subsequent to the close of the third calendar year following the year
in which such acquisition occurred will not result in the imposition of taxes on
"prohibited transactions" (as defined in Section 860F of the Code) of the
Lower-Tier REMIC or the Upper-Tier REMIC, or cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Lower-Tier
Regular Interests or Certificates are outstanding. In the case of the Trust's
beneficial interest in a Mortgaged Property acquired under the Other Pooling
Agreement, the Special Servicer shall coordinate with the Other Special Servicer
with respect to any REO Extension on behalf of the Lower-Tier REMIC. 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 such REO Property within such longer 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 being granted 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,
shall be an expense of the Trust Fund payable out of the Collection Account
pursuant to Section 3.06(a). The Special Servicer, on behalf of the Trust Fund,
shall dispose of any REO Property held by the Trust Fund (i) prior to the last
day of such period (taking into account extensions) by which such REO Property
is required to be disposed of pursuant to the provisions of the immediately
preceding sentence in a manner provided under Section 3.18 hereof and (ii) on
the same terms and conditions as if it were the owner of such REO Property. The
Special Servicer shall manage, conserve, protect and operate each REO Property
for the Certificateholders and, if applicable, the related Companion Loan
Noteholder, solely for the purpose of its prompt disposition and sale in a
manner which does not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or result in the
receipt by the Trust Fund of any "income from non-permitted assets" within the
meaning of Section 860F(a)(2)(B) of the Code or (i) endanger the status of the
Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) result in the
imposition of a tax upon the Lower-Tier REMIC or the Upper-Tier REMIC or the
Trust Fund.
(b) The Special Servicer shall have full power and authority,
subject only to the specific requirements and prohibitions of this Agreement, to
do any and all things in connection with any REO Property (other than with
respect to the Non-Serviced Mortgage Loan) as are consistent with the Servicing
Standard and the terms of this Agreement, all on such terms and for such period
as the Special Servicer deems to be in the best interests of Certificateholders
and the related Companion Loan Noteholders (as a collective whole), and, in
connection therewith, the Special Servicer shall only agree to the payment of
management fees that are consistent with general market standards or to terms
that are more favorable. Consistent with the foregoing, the Special Servicer
shall cause or permit to be earned with respect to such REO Property any "net
income from foreclosure property," within the meaning of Section 860G(c) of the
Code, which is subject to tax under the REMIC Provisions only if it has
determined, and has so advised the Trustee in writing, that the earning of such
income on a net after-tax basis could reasonably be expected to result in a
greater recovery on behalf of Certificateholders and the related Companion Loan
Noteholders (as a collective whole) than an alternative method of operation or
rental of such REO Property that would not be subject to such a tax. The Special
Servicer shall segregate and hold all revenues received by it with respect to
any REO Property separate and apart from its own funds and general assets and
shall establish and maintain with respect to any REO Property a segregated
custodial account (each, an "REO Account"), each of which shall be an Eligible
Account and shall be entitled "CWCapital Asset Management LLC, as Special
Servicer, in trust for Xxxxx Fargo Bank, N.A., as Trustee, in trust for Holders
of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2007-GG10 and the various Companion Loan Noteholders REO
Account." The Special Servicer shall be entitled to withdraw for its account any
interest or investment income earned on funds deposited in an REO Account to the
extent provided in Section 3.07(b). The Special Servicer shall deposit or cause
to be deposited in the REO Account within one Business Day after receipt all
revenues received by it with respect to any REO Property (other than Liquidation
Proceeds, which shall be remitted to the Collection Account), and shall withdraw
therefrom funds necessary for the proper operation, management and maintenance
of such REO Property and for other Property Protection Expenses with respect to
such REO Property, including:
(i) all insurance premiums due and payable in respect of any REO
Property;
(ii) all real estate taxes and assessments in respect of any REO
Property that may result in the imposition of a lien thereon;
(iii) all costs and expenses reasonable and necessary to protect,
maintain, manage, operate, repair and restore any REO Property; and
(iv) any taxes imposed on the Upper-Tier REMIC or Lower-Tier REMIC
in respect of net income from foreclosure property in accordance with
Section 4.05.
To the extent that such REO Proceeds are insufficient for the
purposes set forth in clauses (i) through (iii) above and the Special Servicer
has provided written notice of such shortfall to the Master Servicer at least
five Business Days (or, in an emergency situation or on an urgent basis, two
Business Days, provided that the written notice sets forth the nature of the
emergency or the basis of the urgency) prior to the date that such amounts are
due, the Master Servicer shall advance the amount of such shortfall unless the
Master Servicer determines, in its good faith judgment, that such Advance would
be a Nonrecoverable Advance (in which case such costs shall be an expense of the
Trust Fund and paid by the Master Servicer out of the Collection Account. If the
Master Servicer does not make any such Advance in violation of the immediately
preceding sentence, the Trustee shall make such Advance unless the Trustee
determines that such Advance would be a Nonrecoverable Advance. The Trustee
shall be entitled to rely, conclusively, on any determination by the Master
Servicer that an Advance, if made, would be a Nonrecoverable Advance. The
Trustee, in determining whether or not a proposed Advance would be a
Nonrecoverable Advance, shall be subject to the standards applicable to the
Master Servicer hereunder. The Master Servicer or the Trustee, as applicable,
shall be entitled to reimbursement of such Advances (with interest at the
Advance Rate) made pursuant to the preceding sentence, to the extent set forth
in Section 3.06 and/or, if applicable, Section 3.06A. The Special Servicer shall
withdraw from each REO Account and remit to the Master Servicer for deposit into
the Collection Account or for a Serviced Whole Loan, the related Whole Loan
Custodial Account, on a monthly basis prior to the related Master Servicer
Remittance Date the Net REO Proceeds received or collected from each REO
Property, except that in determining the amount of such Net REO Proceeds, the
Special Servicer may retain in each REO Account reasonable reserves for repairs,
replacements and necessary capital improvements and other related expenses.
Notwithstanding the foregoing, the Special Servicer shall not:
(i) permit the Trust Fund to enter into, renew or extend any New
Lease, if the New Lease by its terms will 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 repair or maintenance thereof or the completion of a
building or other improvement thereon, and then only if more than ten
percent of the construction of such building or other improvement was
completed before default on the related Mortgage Loan or Serviced Whole
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of
the Code; or
(iv) Directly Operate or allow any Person to Directly Operate any
REO Property on any date more than 90 days after its date of acquisition
by the Trust Fund, unless such Person is an Independent Contractor;
unless, in any such case, the Special Servicer has requested and received an
Opinion of Counsel addressed to the Special Servicer, the related Companion Loan
Representative/Noteholder and the Trustee (which opinion shall be an expense of
the Trust Fund) to the effect that such action will not cause such REO Property
to fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code (determined without regard to the exception applicable
for purposes of Section 860D(a) of the Code) at any time that it is held by the
Trust Fund, in which case the Special Servicer may take such actions as are
specified in such Opinion of Counsel.
The Special Servicer shall be required to contract with an
Independent Contractor, the fees and expenses of which shall be an expense of
the Trust Fund and payable out of REO Proceeds, for the operation and management
of any REO Property, within 90 days of the Trust Fund's acquisition thereof
(unless the Special Servicer shall have provided the Trustee with an Opinion of
Counsel that the operation and management of any REO Property other than through
an Independent Contractor shall not cause such REO Property to fail to qualify
as "foreclosure property" within the meaning of Code Section 860G(a)(8)) (which
opinion shall be an expense of the Trust Fund), provided that:
(i) the terms and conditions of any such contract shall be
reasonable and customary for the area and type of property and shall not
be inconsistent herewith;
(ii) any such contract shall require, or shall be administered to
require, that the Independent Contractor pay all costs and expenses
incurred in connection with the operation and management of such REO
Property, including those listed above, and remit all related revenues
(net of such costs and expenses) to the Special Servicer as soon as
practicable, but in no event later than thirty days following the receipt
thereof by such Independent Contractor;
(iii) none of the provisions of this Section 3.17(b) 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 to the Trust Fund or the Trustee on behalf of the
Certificateholders and the related Companion Loan Noteholders with respect
to the operation and management of any such REO Property; and
(iv) 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 hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.
(c) When and as necessary, the Special Servicer shall send to the
Trustee and the related Companion Loan Noteholders a statement prepared by the
Special Servicer setting forth the amount of net income or net loss, as
determined for federal income tax purposes, resulting from the operation and
management of a trade or business on, the furnishing or rendering of a
non-customary service to the tenants of, or the receipt of any other amount not
constituting Rents from Real Property in respect of, any REO Property in
accordance with Sections 3.17(a) and 3.17(b).
Section 3.18 Sale of Defaulted Mortgage Loans and REO Properties.
(a) The parties hereto may sell or purchase, or permit the sale or
purchase of, a Mortgage Loan (excluding the Non-Serviced Mortgage Loan) only (i)
on the terms and subject to the conditions set forth in this Section 3.18, (ii)
as otherwise expressly provided in or contemplated by Sections 2.03 and 9.01, or
(iii) (A) in the case of a Whole Loan in accordance with and subject to the
provisions of the related Intercreditor Agreement and if applicable, the related
Other Pooling Agreement, and (B) in the case of a Mortgage Loan with a related
mezzanine loan, in accordance with and subject to the provisions of the related
intercreditor agreement.
(b) Within five Business Days after any Mortgage Loan (excluding the
Non-Serviced Mortgage Loan) becomes a Defaulted Mortgage Loan, the Master
Servicer (if the Mortgage Loan is not a Specially Serviced Mortgage Loan) or the
Special Servicer (if the Mortgage Loan is a Specially Serviced Mortgage Loan)
shall promptly so notify (an "Option Notice"), in writing, the Master Servicer
(if the Special Servicer is so notifying), the Special Servicer (if the Master
Servicer is so notifying), the Trustee and the Holders of the Controlling Class
and, if applicable, the related Companion Loan Representative. The majority
Certificateholder of the Controlling Class and the Special Servicer (in such
capacity, together with any assignee, the "Option Holder") shall have the right,
at its option (the "Option"), to purchase such Defaulted Mortgage Loan from the
Trust Fund at a price equal to the Option Purchase Price (as defined in clause
(c) below) upon receipt of such Option Notice. The Option is exercisable from
that date until terminated pursuant to clause (f) below, and during that period
the Option shall be exercisable in any month only during the period from the
10th calendar day of such month through the 25th calendar day, inclusive, of
such month. The Trustee on behalf of the Trust Fund shall be obligated to sell
the Mortgage Loan upon the exercise of the Option (whether exercised by the
original Holder thereof or by an assignee of such Holder), but shall have no
authority to sell the Mortgage Loan other than in connection with the exercise
of an Option (or as otherwise expressly provided in or contemplated by Section
2.03(a) or Section 9.01 or any intercreditor agreement). Any Option Holder that
exercises the Option shall be required to purchase the Mortgage Loan within ten
Business Days of such exercise. If any Option Holder assigns the Option to a
third party pursuant to clause (d) below, then it shall so notify the Trustee in
writing (and shall include in such notice the relevant contact information for
such third party). The Option Holder may at any time notify the Trustee in
writing of such party's desire to exercise the Option.
(c) The "Option Purchase Price" shall be an amount equal to the fair
value of the Mortgage Loan, as determined by the Special Servicer in accordance
with the Servicing Standard. Prior to the Special Servicer's determination of
fair value referred to above, the fair value of the Mortgage Loan shall be
deemed to be an amount equal to the Purchase Price, including any Yield
Maintenance Charge then payable upon the prepayment of the Mortgage Loan. The
Special Servicer shall determine the fair value of the Mortgage Loan as soon as
reasonably practical upon the Mortgage Loan becoming 60 days delinquent or
delinquent in respect of its Balloon Payment (but in any event, not earlier than
75 days after the receipt by the Special Servicer of the Mortgage File and
Servicing File relating to such Mortgage Loan or 15 days after the receipt of an
Appraisal or updated Appraisal), and the Special Servicer shall promptly notify
the Option Holder (and the Trustee, any applicable Companion Loan Noteholders
and each of the other parties set forth above that has become the Option Holder)
of the Option Purchase Price. The Special Servicer is required to recalculate
the fair value of the Mortgage Loan based upon a material change in
circumstances or the receipt of new information that has a material effect on
value, provided that the Special Servicer shall be required to recalculate the
fair value of the Mortgage Loan if the time between the date of last
determination of the fair value of the Mortgage Loan and the date of the
exercise of the Option has exceeded 120 days. Upon any recalculation, the
Special Servicer shall be required to promptly notify in writing each Option
Holder (and the Trustee, any applicable Companion Loan Noteholders and each of
the other parties set forth above that has become the Option Holder) of the
revised Option Purchase Price. Any such recalculation of the fair value of the
Mortgage Loan shall be deemed to renew the Option in its original priority at
the recalculated price with respect to any party as to which the Option had
previously expired or been waived, unless the Option has previously been
exercised by an Option Holder at a higher Option Purchase Price. In determining
fair value, the Special Servicer shall 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 period and amount of any delinquency on the Mortgage Loan;
whether the Mortgage Loan, in the Special Servicer's actual knowledge and
reasonable and good faith judgment, is in default to avoid a prepayment
restriction; the physical condition of the related Mortgaged Property; the state
of the local economy; the expected recoveries from the Mortgage Loan if the
Special Servicer were to pursue a workout or foreclosure strategy instead of the
Option being exercised; and the Trust Fund's obligation to dispose of any
foreclosed Mortgaged Property as soon as practicable consistent with the
objective of maximizing proceeds for all Certificateholders and any related
Companion Loan Noteholder, as a collective whole.
(d) Any Option relating to a Mortgage Loan shall be assignable to a
third party (other than a Person whose purchase of such Special Serviced
Mortgage Loan would violate any restrictions contained in any mezzanine
intercreditor agreement or any Intercreditor Agreement) by the Option Holder at
its discretion at any time after its receipt of the Option Notice, and upon such
assignment such third party shall have all of the rights granted to the Option
Holder hereunder in respect of the Option. Such assignment shall only be
effective upon notice (together with a copy of the executed assignment and
assumption agreement) being delivered to the Trustee, the Master Servicer, any
related Companion Loan Noteholder and the Special Servicer, and none of such
parties shall be obligated to recognize any entity as an Option Holder absent
such notice.
(e) If the Special Servicer or an Affiliate thereof elects to
exercise the Option, the Trustee shall be required to determine whether the
Option Purchase Price constitutes a fair price for the Mortgage Loan and, if
applicable, the related Serviced Companion Loan(s) that is a Pari Passu
Companion Loan. Upon request of the Special Servicer to make such a
determination, the Trustee will do so within a reasonable period of time. In
doing so, the Trustee may rely on a current Appraisal or the opinion of another
Independent expert in real estate matters with at least 5 years experience in
valuing loans similar to such Mortgage Loan that has been selected by the
Trustee with reasonable care, retained by the Trustee at the expense of the
party exercising the Option. If the Trustee were to conclude that the Option
Purchase Price does not constitute a fair price, then the Special Servicer shall
determine the fair value taking into account the objections of the Trustee
hereunder.
(f) The Option shall terminate, and shall not be exercisable as set
forth in clause (b) above (or if exercised, but the purchase of the Mortgage
Loan has not yet occurred, shall terminate and be of no further force or effect)
if the Mortgage Loan is no longer delinquent as set forth above because (i) the
Mortgage Loan ceases to be a Specially Serviced Mortgage Loan, (ii) the Mortgage
Loan has been worked out, (iii) the Mortgage Loan has been foreclosed upon, or
otherwise resolved (including by a full or discounted pay-off), (iv) the
Mortgage Loan has been purchased by the applicable Mortgage Loan Seller pursuant
to Section 2.03 or by the Depositor or the Master Servicer or otherwise pursuant
to Section 9.01 or (v) the Mortgage Loan has been purchased by a related
Companion Loan Noteholder or by the holder of the related mezzanine loan.
(g) Subject to the rights of the Companion Loan Noteholder and a
holder of a mezzanine loan, under the respective intercreditor agreement to
purchase a Mortgage Loan, unless and until an Option Holder exercises an Option,
the Special Servicer shall continue to service and administer the Mortgage Loan
or Serviced Whole Loan in accordance with the Servicing Standard and this
Agreement and shall pursue such other resolutions or recovery strategies
including workout, foreclosure or sale of a Mortgage Loan, as is consistent with
this Agreement and the Servicing Standard.
(h) Subject to subsections (a) through (g) above, the Special
Servicer shall act on behalf of the Trust Fund and, if applicable, the related
Companion Loan Noteholders, in negotiating and taking any other action necessary
or appropriate in connection with the sale of any Mortgage Loan pursuant to this
Section 3.18, and the collection of all amounts payable in connection therewith.
In connection therewith, the Special Servicer may charge prospective offerors,
and may retain, fees that approximate the Special Servicer's actual costs in the
preparation and delivery of information pertaining to such sales or exchanging
offers without obligation to deposit such amounts into the Collection Account.
Any sale of a Mortgage Loan shall be final and without recourse to the Trustee
or the Trust Fund (except such recourse to the Trust Fund imposed by those
representations and warranties typically given in such transactions, any
prorations applied thereto and any customary closing matters), and if such sale
is consummated in accordance with the terms of this Agreement, none of the
Special Servicer, the Master Servicer, the Depositor or the Trustee shall have
any liability to any Certificateholder with respect to the purchase price
therefor accepted by the Special Servicer or the Trustee.
(i) Any sale of a Mortgage Loan pursuant to this Section 3.18 shall
be for cash only. The Option Purchase Price for any Mortgage Loan purchased
under this Section 3.18 shall be deposited into the Collection Account, or, if
applicable, the Whole Loan Custodial Account, and the Trustee, upon receipt of
an Officer's Certificate from the Master Servicer to the effect that such
deposit has been made, shall release or cause to be released to the purchaser of
the Mortgage Loan the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in such purchaser ownership of such Mortgage Loan. In
connection with any such purchase, the Special Servicer and the Master Servicer
shall deliver the related Servicing File (to the extent either has possession of
such file) to such purchaser. Subject to subsection (k) of this Section 3.18, a
Mortgage Loan related to a Serviced Whole Loan may be sold pursuant to an Option
upon the exercise of such Option and delivery of written notice of the Option
Purchase Price thereof, to the Companion Loan Noteholder.
(j) The parties hereto may sell or purchase, or permit the sale or
purchase of, an REO Property only on the terms and subject to the conditions set
forth in this Section 3.18.
(k) The Special Servicer shall use reasonable efforts to solicit
offers for each REO Property on behalf of the Certificateholders and the related
Companion Loan Noteholder in such manner as will be reasonably likely to realize
a fair price within the time period specified by Section 3.17. The Special
Servicer shall accept the first (and, if multiple bids are contemporaneously
received, highest) cash bid received from any Person that constitutes a fair
price for such REO Property. If the Special Servicer determines, in its good
faith and reasonable judgment, that it will be unable to realize a fair price
for any REO Property within the time constraints imposed by Section 3.17, then
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 from whom
received. The Liquidation Proceeds (net of related Liquidation Expenses) for any
REO Property purchased hereunder shall be deposited in the Collection Account
or, if applicable, the Whole Loan Custodial Account.
(l) The Special Servicer shall give the Trustee, the Master Servicer
and the related Companion Loan Noteholder not less than three Business Days'
prior written notice of its intention to sell any REO Property (other than with
respect to the Non-Serviced Mortgage Loan). No Interested Person shall be
obligated to submit a bid to purchase any REO Property, and notwithstanding
anything to the contrary contained herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any REO
Property pursuant hereto.
(m) Whether any cash bid constitutes a fair price for any REO
Property for purposes of Section 3.18(k) shall be determined by the Special
Servicer, if the highest bidder is a Person other than the Special Servicer or
an Affiliate of the Special Servicer, and by the Trustee, if the highest bidder
is the Special Servicer or an Affiliate of the Special Servicer; provided,
however, that no bid from the Special Servicer or an Affiliate of the Special
Servicer shall constitute a fair price unless (i) it is the highest bid received
and (ii) at least two other bids are received from independent third parties. In
determining whether any offer received from the Special Servicer or an Affiliate
of the Special Servicer represents a fair price for any such REO Property, the
Trustee shall be supplied with and shall rely on the most recent Appraisal or
updated Appraisal conducted in accordance with this Agreement within the
preceding 12 month period or, in the absence of any such Appraisal, on a new
Appraisal. 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. Such appraiser shall be
selected by the Special Servicer if the Special Servicer or an Affiliate is not
making an offer with respect to an REO Property and shall be selected by the
Master Servicer if the Special Servicer is making such an offer or by the
Trustee if the Person making such offer is an Affiliate of both the Master
Servicer and the Special Servicer. The cost of any such narrative appraisal
shall be covered by, and shall be reimbursable as, a Property Advance. In
determining whether any such offer from a Person other than an Interested Person
constitutes a fair price for any such REO Property, the Special Servicer shall
take into account (in addition to the results of any Appraisal, updated
Appraisal or narrative appraisal that it may have obtained pursuant to this
Agreement within the prior 12 months), and in determining whether any offer from
an Interested Person constitutes a fair price for any such REO Property, any
appraiser shall be instructed to take into account, as applicable, among other
factors, the period and amount of any delinquency on the affected Mortgage Loan
or Serviced Whole Loan, the occupancy level and physical condition of the REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.17. The Purchase
Price for any REO Property shall in all cases be deemed a fair price.
(n) Subject to subsections (j) through (m) above, the Special
Servicer shall act on behalf of the Trust Fund and the related Companion Loan
Noteholder in negotiating and taking any other action necessary or appropriate
in connection with the sale of any REO Property, and the collection of all
amounts payable in connection therewith. In connection therewith, the Special
Servicer may charge prospective offerors, and may retain, fees that approximate
the Special Servicer's actual costs in the preparation and delivery of
information pertaining to such sales or exchanging offers without obligation to
deposit such amounts into the Collection Account or, if applicable, the Whole
Loan Custodial Account. Any sale of any REO Property shall be final and without
recourse to the Trustee, the Trust Fund or the related Companion Loan Noteholder
(except such recourse to the Trust Fund and the related Companion Loan
Noteholder imposed by those representations and warranties typically given in
such transactions, any appropriations applied thereto and any customary closing
matters), and if such sale is consummated in accordance with the terms of this
Agreement, none of the Special Servicer, the Master Servicer, the Depositor or
the Trustee shall have any liability to any Certificateholder with respect to
the purchase price therefor accepted by the Special Servicer or the Trustee.
(o) Notwithstanding any of the foregoing paragraphs of this Section
3.18, the Special Servicer shall not be obligated to accept the highest cash
offer if the Special Servicer determines, in accordance with the Servicing
Standard, that rejection of such offer would be in the best interests of the
Certificateholders and the related Companion Loan Noteholder, as a collective
whole, and the Special Servicer may accept a lower cash offer (from any Person
other than itself or an Affiliate) if it determines, in its reasonable and good
faith judgment, that acceptance of such offer would be in the best interests of
the Certificateholders and the related Companion Loan Noteholder, as a
collective whole, (for example, if the prospective buyer making the lower offer
is more likely to perform its obligations or the terms offered by the
prospective buyer making the lower offer are more favorable).
(p) Notwithstanding anything herein to the contrary, the applicable
party, in its individual capacity and not on behalf of the Trust; shall be
entitled to purchase the Non-Serviced Mortgage Loan in accordance with the terms
and conditions set forth in the related Intercreditor Agreement and the Other
Pooling Agreement. In no event shall the Trust Fund or the Trustee, the Master
Servicer or the Special Servicer on its behalf purchase, or pay or advance costs
to purchase, any Companion Loan or any Mortgage Loan.
(q) Notwithstanding anything to the contrary herein, any purchase of
a Specially Serviced Mortgage Loan pursuant to this Section 3.18 will remain
subject to the cure and purchase rights of, in each case if applicable, the
related Companion Loan Noteholder as set forth in the related Intercreditor
Agreement and any holder of a related mezzanine loan as set forth in the related
intercreditor agreement. The Special Servicer shall determine the price to be
paid in accordance with the terms of the related Intercreditor Agreement or the
related mezzanine loan intercreditor agreement in connection with any such
purchase rights in favor of a Companion Loan Noteholder or mezzanine loan holder
and shall provide such notices to the appropriate Companion Loan Noteholder or
the holder of a related mezzanine loan as are required by the related
Intercreditor Agreement or the related mezzanine loan intercreditor agreement in
connection with each such holders' purchase rights.
Section 3.19 Additional Obligations of the Master Servicer;
Inspections Obligation to Notify Ground Lessors; Delivery of Certain Reports to
the Companion Loan Noteholder.
(a) The Master Servicer (or, with respect to Specially Serviced
Mortgage Loans and REO Properties, the Special Servicer) shall inspect or cause
to be inspected each Mortgaged Property that secures a Mortgage Loan or
Companion Loan (other than the Mortgaged Property with respect to the
Non-Serviced Mortgage Loan or the Companion Loan related thereto) at such times
and in such manner as are consistent with the Servicing Standard, but in any
event at least once every calendar year with respect to such Mortgaged Property
relating to Mortgage Loans with an outstanding principal balance (or allocated
loan amount) of $2,000,000 or more and at least once every other calendar year
with respect to such Mortgaged Property relating to Mortgage Loans with an
outstanding principal balance (or allocated loan amount) of less than $2,000,000
in each case commencing in 2008; provided that the Master Servicer is not
required to inspect any Mortgaged Property that has been inspected by the
Special Servicer during the preceding 12 months. If any Mortgage Loan or
Serviced Whole Loans become a Specially Serviced Mortgage Loan, the related
Mortgaged Property shall be inspected by the Special Servicer as soon as
practicable and thereafter at least every 12 months for so long as such
condition exists. The cost of any annual inspection, or bi-annual inspection, as
the case may be, shall be borne by the Master Servicer unless the related
Mortgage Loan or Serviced Whole Loans are a Specially Serviced Mortgage Loan.
The cost of any inspection of a Specially Serviced Mortgage Loan shall be
treated as a Property Advance (or as an expense of the Trust Fund and paid by
the Master Servicer out of the Collection Account if such Property Advance would
be a Nonrecoverable Advance) and any out-of-pocket costs incurred with respect
to such inspection shall be borne by the Trust Fund.
(b) The Master Servicer shall, as to each Mortgage Loan (excluding
the Non-Serviced Mortgage 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 later of the
Closing Date or its receipt of a copy of the Ground Lease), notify the related
ground lessor of the transfer of such Mortgage Loan or Serviced Whole Loans 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 and the Special Servicer shall each promptly
prepare or cause to be prepared and deliver to each Companion Loan Noteholder a
written report, prepared in the manner set forth in Section 4.02, of each
inspection performed by it with respect to the related Mortgaged Properties
(other than the Mortgaged Property securing the Non-Serviced Mortgage Loan,
which is serviced under the Other Pooling Agreement) and Companion Loans related
thereto.
(d) The Master Servicer shall promptly deliver to each Companion
Loan Noteholder or provide electronically: (i) copies of operating statements
and rent rolls; (ii) 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
this Agreement with respect to the Mortgaged Properties securing the related
Companion Loan (other than the Mortgaged Property securing the Non-Serviced
Mortgage Loan, which is serviced under the Other Pooling Agreement).
(e) The Master Servicer is hereby authorized to exercise any rights
granted under the Other Pooling Agreement in favor of the Trust (or a party on
its behalf) as the holder of the Non-Serviced Mortgage Loan to obtain
information from the Other Master Servicer (or other similar parties with an
obligation to make advances) in connection with making nonrecoverability
determinations. The Master Servicer shall promptly deliver to any Other Master
Servicer and any other master servicer under a pooling and servicing agreement
entered into in connection with the securitization of a Serviced Pari Passu
Companion Loan, upon request, such information in the Master Servicer's
possession as the Other Master Servicer and any other master servicer under a
pooling and servicing agreement entered into in connection with the
securitization of a Serviced Pari Passu Companion Loan reasonably requests in
order to determine whether an advance similar to a P&I Advance would be
"nonrecoverable."
Section 3.20 [Reserved].
Section 3.21 Lock-Box Accounts, Escrow Accounts.
The Master Servicer shall administer each Lock-Box Account and
Escrow Account in accordance with the related Mortgage or Loan Agreement or
Lock-Box Agreement, if any, and administer any letters of credit pursuant to the
related letter of credit agreement and the Loan Documents.
Notwithstanding the foregoing, to the extent that any cash amounts
are held in an Escrow Account and the mortgagee under the related Loan Documents
is permitted, but not required, to apply such amounts to prepay the related
Mortgage Loan (or Serviced Whole Loan), neither the Master Servicer nor the
Special Servicer shall apply such amounts to prepay the Mortgage Loan (or
Serviced Whole Loan) until after the occurrence of an event of default under the
Mortgage Loan that may result in the Mortgage Loan (or Serviced Whole Loan)
being accelerated or becoming a Specially Serviced Mortgage Loan.
Section 3.22 Property Advances.
(a) Except with respect to the Non-Serviced Mortgage Loan, the
Master Servicer (or, to the extent provided in Section 3.22(b), the Trustee)
shall make any Property Advances as and to the extent otherwise required
pursuant to the terms hereof. The Special Servicer shall give the Master
Servicer, the Trustee and the related Companion Loan Representative not less
than five Business Days' written (facsimile) notice before the date on which the
Master Servicer is requested to make any Property Advance with respect to a
given Specially Serviced Mortgage Loan or REO Property. In addition, the Special
Servicer shall provide the Master Servicer, the Trustee and the related
Companion Loan Representative with such information in its possession as the
Master Servicer or the Trustee, as applicable, may reasonably request to enable
the Master Servicer or the Trustee, as applicable, to determine whether a
requested Property Advance would constitute a Nonrecoverable Advance. Any such
notice by the Special Servicer to the Master Servicer of a required Property
Advance shall be deemed to be a determination by the Special Servicer that such
requested Property Advance is not a Nonrecoverable Advance, and the Master
Servicer shall be entitled to conclusively rely on such determination. Although
the Special Servicer may determine whether a Property Advance is a
Nonrecoverable Advance, the Special Servicer will have no right to make an
affirmative determination that any Property Advance to be made (or contemplated
to be made) by the Master Servicer or the Trustee is, or would be, recoverable.
In the absence of a determination by the Special Servicer that a Property
Advance is a Nonrecoverable Advance, all determinations of recoverability with
respect to Property Advances to be made (or contemplated to be made) by the
Master Servicer or the Trustee will remain with the Master Servicer or the
Trustee, as applicable. On the fourth Business Day before each Distribution
Date, the Special Servicer shall report to the Master Servicer the Special
Servicer's determination as to whether any Property Advance previously made with
respect to a Specially Serviced Mortgage Loan or REO Mortgage Loan other than in
respect of the Non-Serviced Mortgage Loan or the Companion Loan related thereto
is a Nonrecoverable Advance promptly after making such determination. The Master
Servicer and the Trustee shall be entitled to conclusively rely on and shall be
bound by such a determination and shall be bound by a determination by the
Special Servicer that a Property Advance previously made or contemplated to be
made with respect to a Specially Serviced Loan is or would be a Nonrecoverable
Advance (but this statement shall not be construed to entitle the Special
Servicer to reverse any determination that may have been made by the Master
Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from
making a determination, that any Property Advance constitutes or would
constitute a Nonrecoverable Advance). The Master Servicer and the Special
Servicer shall consider Unliquidated Advances in respect of prior Property
Advances for the purposes of non-recoverability determinations as if such
amounts were unreimbursed Property Advances.
For purposes of distributions to Certificateholders and Companion
Loan Noteholders and compensation to the Master Servicer or the Trustee,
Property Advances shall not be considered to increase the principal balance of
any Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such
Mortgage Loan or Serviced Whole Loan so provide.
(b) The Master Servicer shall notify the Trustee and the related
Companion Loan Representative in writing promptly upon, and in any event within
one Business Day after, becoming aware that it will be unable to make any
Property Advance required to be made pursuant to the terms hereof, and in
connection therewith, shall set forth in such notice the amount of such Property
Advance, the Person to whom it will be paid, and the circumstances and purpose
of such Property Advance, and shall set forth therein information and
instructions for the payment of such Property Advance, and, on the date
specified in such notice for the payment of such Property Advance, or, if the
date for payment has passed or if no such date is specified, then within five
Business Days following such notice, the Trustee, subject to the provisions of
Section 3.22(c), shall pay the amount of such Property Advance in accordance
with such information and instructions.
(c) None of the Master Servicer, the Special Servicer or the Trustee
shall be obligated to make a Property Advance as to any Mortgage Loan or
Serviced Whole Loan or REO Property if the Master Servicer, the Special Servicer
or the Trustee, as applicable, determines that such Advance will be a
Nonrecoverable Advance. The determination by any Person with an obligation
hereunder to make Property Advances that it has made a Nonrecoverable Advance or
that any proposed Property Advance, if made, would constitute a Nonrecoverable
Advance or a determination by the Special Servicer that a Property Advance
previously made or proposed to be made is or would, if made constitute a
Nonrecoverable Advance, shall be made by such Person in good faith reasonable
judgment (and in the case of the Master Servicer or the Special Servicer, in
accordance with the Servicing Standard), and, shall be evidenced by an Officer's
Certificate delivered on or prior to the next Master Servicer Remittance Date to
the related Companion Loan Noteholders (and the related subsequent master
servicer and special servicer, if applicable), in the case of any Serviced Whole
Loan, setting forth the basis for such determination, together with any other
information that supports 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 any
material change in circumstances of which such Person is aware or such Person
has received new information, either of which has a material effect on the value
and shall have been conducted 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 such Person's possession)
and any engineers' reports, environmental surveys or similar reports that such
Person may have obtained and that support such determination. In making such
recoverability determination, such Person will be entitled to consider (among
other things) the obligations of the Mortgagor under the terms of the related
Mortgage Loan or Serviced Whole Loan as it may have been modified, to consider
(among other things) the related Mortgaged Properties in their "as is" or then
current conditions and occupancies, as modified by such party's assumptions
regarding the possibility and effects of future adverse change with respect to
such Mortgaged Properties, to estimate and consider (among other things) future
expenses and to estimate and consider (among other things) the timing of
recoveries. In addition, any such Person may update or change its recoverability
determinations at any time (but not reverse any other Person's determination
that an Advance is a Nonrecoverable Advance) and may obtain at the expense of
the Trust Fund any analysis, Appraisals or market value estimates or other
information as reasonably may be required for such purposes. The Trustee shall
be entitled to rely, conclusively, on any determination by the Master Servicer
that a Property Advance, if made, would be a Nonrecoverable Advance. The
Trustee, in determining whether or not a Property Advance previously made is, or
a proposed Property Advance, if made, would be, a Nonrecoverable Advance shall
be subject to the standards applicable to the Master Servicer and the Special
Servicer hereunder. Absent bad faith, any determination made by a Person which
is authorized hereunder to make such determination, that a Property Advance
constitutes or would constitute a Nonrecoverable Advance will be conclusive and
binding on the other parties to this Agreement and on the Certificateholders and
the Companion Loan Noteholders (but this statement shall not be construed to
entitle any such authorized Person to reverse any other such authorized Person's
determination, or to be prohibit any such other authorized Person from making a
determination, that a Property Advance constitutes or would constitute a
Nonrecoverable Advance).
(d) The Master Servicer, the Special Servicer and/or the Trustee, as
applicable, shall be entitled to the reimbursement of Property Advances made by
any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section
3.06A of this Agreement, together with any related Advance Interest Amount in
respect of such Property Advances, and the Master Servicer and the Special
Servicer, as applicable, hereby covenant and agree to use efforts consistent
with the Servicing Standard to obtain the reimbursement of such Property
Advances from the related Mortgagors to the extent permitted by applicable law
and the related Loan Documents.
(e) Notwithstanding anything to the contrary contained in this
Agreement, if a Property Advance is required to be made under this Agreement
with respect to any Specially Serviced Mortgage Loan or REO Property, the
Special Servicer may, in its sole discretion, either elect to make such Property
Advance or request that the Master Servicer make such Property 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 sets forth the nature of the emergency or the basis of the
urgency) in advance of the date on which such Property Advance is required to be
made hereunder and to be accompanied by such information and documentation
regarding the subject Property Advance as the Master Servicer may reasonably
request, subject to the Master Servicer's right to determine that such Property
Advance does not constitute or would not constitute a Nonrecoverable Advance.
The Master Servicer shall have the obligation to make any such Property 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 Property Advance that it so requests the Master
Servicer to make (regardless of whether or not the Master Servicer shall make
such Advance). The Master Servicer shall be entitled to reimbursement for any
Advance made by it at the direction of the Special Servicer, together with
interest thereon at the same time, in the same manner and to the same extent as
the Master Servicer is entitled with respect to any other Advances made thereby.
Section 3.23 Appointment of Special Servicer.
(a) CWCapital Asset Management LLC is hereby appointed as the
initial Special Servicer to service each of the Mortgage Loans and the Serviced
Whole Loans (other than the Non-Serviced Mortgage Loan).
(b) Except to the extent that the Companion Loan Noteholders under
their related Intercreditor Agreement have the right to replace the Special
Servicer with respect to their related Serviced Whole Loan, the Controlling
Class Representative at any time shall be entitled to remove the Special
Servicer with or without cause and to appoint a successor Special Servicer
entitled to the same servicing compensation as its predecessor, provided that
each Rating Agency confirms to the Trustee in writing that such appointment, in
and of itself, would not have caused a downgrade, qualification or withdrawal of
the then current ratings assigned to any Class of Certificates. If there is an
Event of Default with respect to the Special Servicer, the Special Servicer
shall be removed and replaced pursuant to Sections 7.01(c) and 7.02. The Special
Servicer may be removed by the Controlling Class Representative or, to the
extent that the Companion Loan Holders under the related Intercreditor Agreement
have the right to replace the Special Servicer, such Companion Loan Noteholder
as aforesaid, provided that a successor Special Servicer is appointed, in
respect of the Mortgage Loans that the Special Servicer would no longer be
servicing, as provided in this Section 3.23. The Controlling Certificateholders
(or, if applicable, the Companion Loan Noteholder removing the Special Servicer
with respect to such Serviced Whole Loan) shall assume any costs relating to the
removal without cause of the Special Servicer by the Controlling Class
Representative and to the subsequent appointment of a successor Special
Servicer.
(c) The appointment of any such successor Special Servicer, shall
not relieve the Master Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, the initial Special
Servicer specified in Section 3.23(a) above shall not be liable for any actions
or any inaction of such successor Special Servicer. Any termination fee payable
to the terminated Special Servicer and any costs incurred by the Trust in
connection with the replacement of a Special Servicer shall be paid by the
Certificateholders or Companion Loan Noteholders so terminating the Special
Servicer and shall not in any event be an expense of the Trust Fund.
(d) No termination of the Special Servicer and appointment of a
successor Special Servicer shall be effective until the successor Special
Servicer has assumed all of its responsibilities, duties and liabilities
hereunder pursuant to a writing satisfactory to the Trustee and each Rating
Agency, as evidenced in writing and the Trustee has received Rating Agency
Confirmation.
(e) Any successor Special Servicer shall be deemed to make the
representations and warranties provided for in Section 2.05(a) mutatis mutandis
as of the date of its succession.
Section 3.24 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping.
(a) Upon determining that any Mortgage Loan or Serviced Whole Loan
(other than the Non-Serviced Mortgage Loan or the Companion Loan related
thereto) has become a Specially Serviced Mortgage Loan, the Master Servicer
shall promptly give notice thereof to the Special Servicer, the Controlling
Class Representative, the related Companion Loan Noteholder(s) and the Trustee
and shall deliver a copy of the Servicing File to the Special Servicer and shall
use its reasonable efforts to provide the Special Servicer with all information,
documents (but excluding the original documents constituting the Mortgage File,
but including copies thereof) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan or Serviced Whole Loan and reasonably requested by the Special
Servicer to enable it to assume its duties hereunder with respect thereto
without acting through a sub-servicer. The Master Servicer shall use its
reasonable efforts to comply with the preceding sentence within five Business
Days of the date such Mortgage Loan and/or Companion Loan became a Specially
Serviced Mortgage Loan and in any event shall continue to act as Master Servicer
and administrator of such Mortgage Loan and/or Companion Loan until the Special
Servicer has commenced the servicing of such Mortgage Loan and/or Companion
Loan, which shall occur upon the receipt by the Special Servicer of the
Servicing File. With respect to each such Mortgage Loan and/or Companion Loan
that becomes a Specially Serviced Mortgage Loan, the Master Servicer shall
instruct the related Mortgagor to continue to remit all payments in respect of
such Mortgage Loan and/or Companion Loan to the Master Servicer. The Master
Servicer shall forward any notices it would otherwise send to the Mortgagor of
such a Specially Serviced Mortgage Loan to the Special Servicer who shall send
such notice to the related Mortgagor.
Upon determining that a Specially Serviced Mortgage Loan has become
a Corrected Mortgage Loan, the Special Servicer shall immediately give notice
thereof to the Master Servicer, the Trustee and any related Companion Loan
Noteholder(s) and, upon giving such notice and the return of the Servicing File
to the Master Servicer, such Mortgage Loan and/or Companion Loan shall cease to
be a Specially Serviced Mortgage Loan in accordance with the first proviso of
the definition of Specially Serviced Mortgage Loans, the Special Servicer's
obligation to service such Mortgage Loan and/or Companion Loan shall terminate
and the obligations of the Master Servicer to service and administer such
Mortgage Loan and/or Companion Loan as a Mortgage Loan and/or Companion Loan
that is not a Specially Serviced Mortgage Loan shall resume. In addition, if the
related Mortgagor has been instructed, pursuant to the preceding paragraph, to
make payments to the Special Servicer, upon such determination, the Special
Servicer shall instruct the related Mortgagor to remit all payments in respect
of such Specially Serviced Mortgage Loan directly to the Master Servicer.
(b) In servicing any Specially Serviced Mortgage Loan, the Special
Servicer shall provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (to the
extent such documents are in the possession of the Special Servicer) and copies
of any additional related Mortgage Loan or Serviced Whole Loan information,
including correspondence with the related Mortgagor, and the Special Servicer
shall promptly provide copies of all of the foregoing to the Master Servicer as
well as copies of any analysis or internal review prepared by or for the benefit
of the Special Servicer.
(c) Notwithstanding the provisions of subsections (a) and (b) of
this Section 3.24 the Master Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Mortgage Loans and shall provide
the Special Servicer with any information reasonably required by the Special
Servicer to perform its duties under this Agreement to the extent such
information is within its possession. The Special Servicer shall provide the
Master Servicer with any information reasonably required by the Master Servicer
to perform its duties under this Agreement to the extent within its possession.
Section 3.25 Interest Reserve Account. The Trustee shall establish
and maintain the Interest Reserve Account in the Trustee's name for the benefit
of the Certificateholders. The Interest Reserve Account shall be established and
maintained as an Eligible Account. On each Master Servicer Remittance Date
occurring in February and on any Master Servicer Remittance Date occurring in
January in a year which is not a leap year (unless, in either such case, the
related Distribution Date is the final Distribution Date), the Master Servicer
shall remit to the Trustee for deposit into the Interest Reserve Account, in
respect of all the Mortgage Loans which accrue interest on the basis of a
360-day year and the actual number of days in the related month, an amount equal
to one day's interest at the related Mortgage Rate on the Stated Principal
Balance of each such Mortgage Loan as of the Due Date in the month preceding the
month in which such Master Servicer Remittance Date occurs, to the extent a
Monthly Payment or P&I Advance is made in respect thereof (all amounts so
deposited in any consecutive January (if applicable) and February, "Withheld
Amounts"). On or prior to the Master Servicer Remittance Date in March of each
calendar year, the Trustee shall transfer to the Lower-Tier Distribution Account
the aggregate of all Withheld Amounts on deposit in the Interest Reserve
Account.
Section 3.26 Controlling Class Approvals.
(a) The Controlling Class Representative shall be entitled to advise
the Special Servicer with respect to the following actions of the Special
Servicer, and notwithstanding anything herein to the contrary except as
necessary or advisable to avoid (i) endangering the status of the Lower-Tier
REMIC or the Upper-Tier REMIC as a REMIC or (ii) the imposition of a tax upon
the Lower-Tier REMIC or the Upper-Tier REMIC or the Trust Fund (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, but not including the tax on "net income from
foreclosure property") and except as set forth in, and in any event subject to,
Section 3.26(b), the Special Servicer will not be permitted to take any of the
following actions as to which the Controlling Class Representative has objected
in writing within ten Business Days of being notified thereof and/or receipt of
all reasonably requested documents in the Special Servicer's possession
(provided that if such written objection has not been received by the Special
Servicer within such ten Business Day period, then the Controlling Class
Representative's approval will be deemed to have been given):
(i) any foreclosure upon or comparable conversion (which may include
acquisitions of an REO Property of the ownership of properties securing
such Specially Serviced Mortgage Loans as come into and continue in
default);
(ii) any modification, extension, amendment or waiver a monetary
term (including the timing of payments) or any material non-monetary term
of a Mortgage Loan (other than a determination to allow a Mortgagor to
maintain insurance with an insurer rated at least "A-" by S&P, "A3" by
Xxxxx'x or "A-" by Fitch despite a higher standard in the related Loan
Documents);
(iii) any proposed sale of an REO Property for less than the
Purchase Price (other than in connection with the termination of the Trust
Fund pursuant to Section 9.01);
(iv) any acceptance of a discounted payoff of a Mortgage Loan;
(v) any determination to bring a Mortgaged Property or a 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 Mortgage Loan or any release of
a Mortgagor or guarantor or acceptance of any assumption agreement (other
than in accordance with the terms of, or satisfaction of, such Mortgage
Loan);
(vii) any acceptance of substitute or additional collateral for a
Mortgage Loan (other than in accordance with the terms of such Mortgage
Loan);
(viii) any waiver of a "due-on-sale" clause or "due-on-encumbrance"
clause with respect to a Mortgage Loan;
(ix) any acceptance of an assumption agreement releasing a Mortgagor
or a guarantor from liability under a Mortgage Loan; and
(x) any release of or any performance or "earn-out" reserves,
escrows or letters of credit;
(b) Notwithstanding anything contained in this Agreement to the
contrary, no advice, direction or objection from or by the Controlling Class
Representative, as contemplated by this Agreement may (and the Special Servicer
and the Master Servicer shall ignore and act without regard to any such advice,
direction or objection that the Special Servicer or the Master Servicer, as
applicable, has determined, in its reasonable, good faith judgment, would) (A)
require or cause the Master Servicer or the Special Servicer, as applicable, to
violate the terms of any Mortgage Loan then serviced by it, applicable law or
any provision of this Agreement, including the Master Servicer's obligation or
the Special Servicer's obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of the Lower-Tier REMIC and the
Upper-Tier REMIC or (B) result in the imposition of a "prohibited transaction"
or "prohibited contribution" tax under the REMIC Provisions, or (C) materially
expand the scope of the Special Servicer's or the Master Servicer's
responsibilities under this Agreement. In the event that the Special Servicer
determines that immediate action is necessary to protect the interest of the
Certificateholders (as a collective whole), the Special Servicer may take any
such action without waiting for the Controlling Class Representative's response.
(c) Each of the Master Servicer and Special Servicer, as
appropriate, shall, without charge, make a knowledgeable Servicing Officer
available to answer questions from the Controlling Class Representative and any
related Companion Loan Noteholder(s) regarding, on no more often than a monthly
basis, during regular business hours at such time and for such duration as the
Master Servicer, the Special Servicer, the Controlling Class Representative and
any related Companion Loan Noteholder(s) shall reasonably agree, the performance
of any Mortgage Loan or Serviced Whole Loan that is delinquent, Specially
Serviced Mortgage Loans, Mortgage Loans or Serviced Whole Loans on the CMSA
Servicer Watch List, or Mortgage Loans or Serviced Whole Loans otherwise
reasonably identified as exhibiting deteriorating performance. The Controlling
Class Representative and any related Companion Loan Noteholder(s) agree to
identify for the Master Servicer and the Special Servicer in advance (but at
least two (2) Business Days prior to the related monthly conference) the
Mortgage Loans or Serviced Whole Loans it intends to discuss. As a condition to
such disclosure, the Controlling Class Representative and any related Companion
Loan Noteholder(s) shall execute a confidentiality agreement substantially in
the form attached hereto as Exhibit O-2 and an Investor Certification.
(d) Notwithstanding the foregoing, with respect to each Serviced
Whole Loan the Controlling Class Representative will not have any of the above
described approval rights if the related Intercreditor Agreement provides that
such rights are exercisable only by the holder of the related Companion Loan or
will exercise them in conjunction with the related Companion Loan Noteholders to
the extent provided in the related Intercreditor Agreement, as applicable. The
Controlling Class Representative is authorized to exercise the rights and powers
of the Trustee, as holder of the Note for the Non-Serviced Mortgage Loan, under
the Xxxxxxxx Xxxxx Intercreditor Agreement and Other Pooling Agreement with
respect to (i) any loan level approvals, modifications, consents, authorizations
or consultation rights, (ii) the right to appoint a new master servicer or
sub-servicer in the event of an event of default under the Other Pooling
Agreement or (iii) the right, acting solely in its individual capacity, to
purchase the Non-Serviced Companion Loan or cure a default thereunder. If the
Trustee is requested to take any action in its capacity as holder of the Note
for such Non-Serviced Mortgage Loan, the Trustee will notify the Controlling
Class Representative and, subject to Section 7.1, act in accordance with the
instructions of, the Controlling Class Representative to the extent set forth in
this Agreement; provided that the Trustee shall not be required to take any
action at the direction of the Controlling Class Representative that is not
permitted under applicable law or the terms of the related Intercreditor
Agreement and Other Pooling Agreement. With respect the Non-Serviced Mortgage
Loan, the Controlling Class Representative shall only have the rights set forth
in the Xxxxxxxx Xxxxx Intercreditor Agreement or Other Pooling Agreement with
respect to the Non-Serviced Mortgage Loan.
Section 3.27 Modifications, Waivers and Amendments.
(a) Subject to Sections 3.26, 3.28 and 3.31 and subsections (b)
through (g) below, as applicable, the Special Servicer may agree to any
modification, waiver or amendment of any term of any Mortgage Loan or Serviced
Whole Loan.
(b) Subject to Section 3.26 and 3.31, the Special Servicer shall
determine, in accordance with the Servicing Standard, that any modification,
waiver or amendment is appropriate and, except as provided in Section 3.02,
Section 3.08, Section 3.09 and Sections 3.27(k) and 3.27(l), only the Special
Servicer may consent to modifications, waivers or amendments of any term of any
Mortgage Loan or Serviced Whole Loan.
(c) The parties acknowledge the exclusive right of the Controlling
Class Representative to approve or disapprove any proposed modification, waiver
or amendment of the terms of the Non-Serviced Mortgage Loan under Section
3.26(d) (subject to the conditions therein stated). None of the Master Servicer,
any sub-servicer or the Special Servicer shall agree to any modification, waiver
or amendment of any term of any Mortgage Loan or Serviced Whole Loan if such
modification, waiver or amendment would:
(i) affect the amount or timing of any related scheduled payments of
principal, interest or other amount (including Yield Maintenance Charges)
payable under the Mortgage Loan or Serviced Whole Loan;
(ii) affect the obligation of the related Mortgagor to pay a Yield
Maintenance Charge or permit a Principal Prepayment during the applicable
Lock-out Period;
(iii) except as expressly provided by the related Mortgage, or in
connection with a material adverse environmental condition at the related
Mortgaged Property, result in a release of the lien of the related
Mortgage on any material portion of such Mortgaged Property without a
corresponding Principal Prepayment; or
(iv) in the judgment of the Special Servicer, materially impair the
security for the Mortgage Loan or Serviced Whole Loan or reduce the
likelihood of timely payment of amounts due thereon.
(d) Notwithstanding anything set forth in Section 3.27(c), the
Special Servicer may, subject to Sections 3.26 and 3.28 and in accordance with
any applicable Intercreditor Agreement, consistent with the Servicing Standard:
(i) reduce the amounts owing under any Specially Serviced Mortgage
Loan by forgiving principal, accrued interest and/or any Yield Maintenance
Charge;
(ii) reduce the amount or change the timing of the Monthly Payment
on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate;
(iii) forbear in the enforcement of any right granted under any Note
or Mortgage relating to a Specially Serviced Mortgage Loan;
(iv) extend the Maturity Date of any Specially Serviced Mortgage
Loan;
(v) permit the substitution of collateral for any Specially Serviced
Mortgage Loan; and/or
(vi) accept a Principal Prepayment during any Lock-out Period;
provided, however, that (x) the related Mortgagor is in default with respect to
the Specially Serviced Mortgage Loan or, in the judgment of the Special
Servicer, such default is reasonably foreseeable, (y) in the sole, good faith
judgment of the Special Servicer, in accordance with the Servicing Standard such
modification, waiver or amendment would increase the recovery to
Certificateholders and any related Companion Loan Noteholder, as a collective
whole, on a net present value basis documented to the Trustee, by means of an
Officer's Certificate of the Special Servicer setting forth the procedures and
considerations of the Special Servicer forming the basis of the Special
Servicer's determination (including but not limited to information such as
related income and expense statements, rent rolls, occupancy status, property
inspections, and an Appraisal of the related Mortgaged Property, if otherwise
required pursuant to this Agreement or the Servicing Standard), and (z) with
respect to clause (v) above, the Special Servicer has received Rating Agency
Confirmation.
(e) Notwithstanding anything set forth in this Agreement, in no
event shall the Special Servicer be permitted to:
(i) extend the Maturity Date of a Mortgage Loan or Serviced Whole
Loan beyond a date that is two years prior to the Rated Final Distribution
Date; or
(ii) if the Mortgage Loan or Serviced Whole Loan is secured by a
ground lease, extend the Maturity Date of such Mortgage Loan or Serviced
Whole Loan beyond a date which is 20 years prior to the expiration of the
term of such ground lease (or 10 years prior to the expiration of such
ground lease with the consent of the Controlling Class Representative or,
if applicable, the Companion Loan Representative if the Special Servicer
gives due consideration to the remaining term of the ground lease).
Subject to the provisions of this Section 3.27(e), the Master
Servicer, with the consent of the Controlling Class Representative, may extend
the term of a Mortgage Loan for up to two (2) successive one year periods;
provided, however, that the related Mortgagor is in default with respect to the
Mortgage Loan or, in the judgment of the Master Servicer, such default is
reasonable foreseeable. The Master Servicer shall be entitled to any extension
fees paid by the related Mortgagor with respect to any extension undertaken
pursuant to this paragraph.
(f) The Special Servicer shall provide copies of any modifications,
waivers, amendments or extensions to the Controlling Class Representative, the
Holder of any Private Certificate, the Rating Agencies and the related Companion
Loan Noteholder. All modifications, waivers, amendments and other actions
entered into or taken in respect of the Mortgage Loans or Serviced Whole Loans,
pursuant to this Section 3.27 shall be in writing. The Master Servicer or the
Special Servicer, as applicable, shall notify the other servicers and the
Trustee, in writing, of any modification, waiver, amendment or other action
entered into or taken in respect of any Mortgage Loan or Serviced Whole Loan
pursuant to this Section 3.27, prior to the effective date thereof and the date
as of which the related modification, waiver or amendment is to take effect, and
shall deliver to the Trustee or the related Custodian for deposit in the related
Mortgage File (with a copy to the Master Servicer or Special Servicer, as
applicable) an original counterpart of the agreement relating to such
modification, waiver, amendment or other action, promptly (and in any event
within 10 Business Days) following the execution thereof. Copies of each
agreement whereby any such modification, waiver or amendment of any term of any
Mortgage Loan or Serviced Whole Loan is effected shall be made available for
review during normal business hours at the offices of the Trustee.
(g) Any payment of interest which is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders and Companion Loan Noteholders, be added to the unpaid
principal balance of the related Mortgage Loan or Serviced Whole Loan,
notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan so
permit or that such interest may actually be capitalized.
(h) Promptly after any Mortgage Loan or Serviced Whole Loan becomes
a Specially Serviced Mortgage Loan, the Special Servicer shall request from the
Trustee the name of the current Controlling Class Representative and shall
request from the Master Servicer the names of the related Companion Loan
Noteholder. Upon receipt of the name of such current Controlling Class
Representative from the Trustee, the Special Servicer shall notify the
Controlling Class Representative and, with respect to a Companion Loan, the
Companion Loan Noteholder that such Mortgage Loan or Serviced Whole Loan became
a Specially Serviced Mortgage Loan.
(i) With respect to any Whole Loan, if the related Intercreditor
Agreements require the Special Servicer to prepare and deliver an "Asset Status
Report" after such Mortgage Loan becomes a Specially Serviced Mortgage Loan for
approval of the respective Companion Loan Representative, subject to the
limitations contained in such Intercreditor Agreement, and the Special Servicer
will comply with the terms of the related Intercreditor Agreement with respect
thereto.
(j) In accordance with the foregoing subsections of this Section
3.27, the Special Servicer shall be permitted to modify, waive or amend any term
of a Mortgage Loan that is not in default or as to which default is not
reasonably foreseeable, or to charge a fee for such modification, waiver or
amendment, only if such modification, waiver or amendment (or the charging of
such fee) (a) would not be "significant" as such term is defined in Treasury
Regulations Section 1.860G-2(b)(3), as determined by the Special Servicer (and
the Special Servicer may rely on an Opinion of Counsel in making such
determination) and (b) would be in accordance with the Servicing Standard.
(k) Notwithstanding the foregoing subsections of this Section 3.27,
the Master Servicer may modify or amend the terms of any Mortgage Loan or
Serviced Whole Loan (other than a Specially Serviced Mortgage Loan or the
Non-Serviced Mortgage Loan) without the consent of the Special Servicer in order
to (i) cure any ambiguity therein or (ii) correct or supplement any provisions
therein which may be inconsistent with any other provisions therein or correct
any error; provided that such modification or amendment is not material and
would not be a "significant modification" of the Mortgage Loan or Serviced Whole
Loan within the meaning of Treasury Regulations Section 1.860G-2(b) (and the
Master Servicer may rely on an Opinion of Counsel at the related Mortgagor's
expense in making such determination).
(l) Notwithstanding the foregoing subsections of this Section 3.27,
with respect to any Mortgage Loan or Serviced Whole Loan (other than a Specially
Serviced Mortgage Loan or the Non-Serviced Mortgage Loan), the Master Servicer,
may, without any Rating Agency Confirmation as provided in Section 3.09, Special
Servicer approval or Controlling Class Representative approval (other than any
Companion Loan Noteholder's approval that may be required under the related
Intercreditor Agreement) (i) consent to subordination of the related Mortgage
Loan to such easement or right-of-way for utilities, access, parking, public
improvements or another purpose or to a declaration of covenants, restrictions
or like agreements, provided the Master Servicer shall have determined in
accordance with the Servicing Standard that such easement, right-of-way or
restriction agreement 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 such Mortgaged Property, (ii) 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 such releases upon the satisfaction of certain conditions
shall be made as required by the Loan Documents), (iii) approve or consent to
grants of easements, rights-of-way and restrictive covenants 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, (iv)
approve (x) routine leasing activity with respect to leases for less than 30,000
square feet (including entering into subordination, non-disturbance and
attornment agreement if such lease is not more than 30% of the related Mortgaged
Property) and (y) property management changes for Mortgaged Properties securing
Mortgage Loans with an outstanding principal balance of less than $5,000,000,
(v) waive the timing of receipt of financial statements from a Mortgagor;
provided that such financial statements are delivered no less than quarterly and
within 60 days of the end of the calendar quarter, (vi) waive any provision of a
Mortgage Loan or Serviced Whole Loan requiring a specific notice period prior to
a principal prepayment, (vii) extend the time available to a Mortgagor to
complete repairs, replacement or improvements or extend the expiration date of
any letters of credit pledged as security against such obligation; provided that
(a) the maximum allowable extension shall be 90 days, (b) there are no
significant health or safety issues on the Mortgaged Property which are the
subject of the extension, (c) the Mortgage Loan for such Mortgaged Property is
not on the CMSA Servicer Watch List and (d) the extension is caused by
construction delays or delays in obtaining a permit, (viii) approve of annual
budgets for a Mortgaged Property; provided that (a) the Mortgage Loan for such
Mortgaged Property is not on the CMSA Servicer Watch List and (b) that no such
budget (1) provides for the payment of operating expenses in an amount equal to
more than 110% of the amounts budgeted for the prior year or (2) provides for
the payment of any material expenses to any Affiliate of the Mortgagor (other
than the payment of a management fee to any property manager if such management
fee is no more that the management fee in effect on the Cut-Off Date), (ix)
waive a minor covenant default (but this shall not be construed to permit waiver
of financial covenants) and (x) consent to any matter otherwise requiring
consent of the Special Servicer if the Master Servicer and Special Servicer have
agreed in writing that such matter shall not require the consent of the Special
Servicer; provided that any such modifications, waivers or amendments (x) would
not in any way affect a payment term of the Certificates, (y) would not
constitute a "significant modification" of such Mortgage Loan or Serviced Whole
Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise (i) endanger the status of the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC or (ii) result in the imposition of a tax upon the Lower-Tier
REMIC or the Upper-Tier REMIC or the Trust Fund (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, but not including the tax on "net income from foreclosure property") and
(z) agreeing to such modification, waiver or amendment would be consistent with
the Servicing Standard.
(m) The Special Servicer or Master Servicer may, as a condition to
granting any request by a Mortgagor for consent to a 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 Mortgage Loan or Serviced Whole Loan and, further, pursuant
to 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, and
(ii) any related costs and expenses incurred by it; provided that the charging
of such fee would not be a "significant modification of the Mortgage Loan within
the meaning of Treasury Regulations Section 1.860G-2(b). Any such fee that is to
be apportioned between 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.
Section 3.28 Additional Obligations with Respect to Certain Mortgage
Loans.
(a) With respect to each Mortgage Loan (other than the Non-Serviced
Mortgage Loan) with a Stated Principal Balance in excess of $35,000,000, with
respect to any replacement of the Manager for the related Mortgaged Property,
the Master Servicer or Special Servicer, as applicable, to the extent permitted
by the related Loan Documents, shall require Rating Agency Confirmation and
shall condition its consent to such replacement on the Mortgagor paying for such
Rating Agency Confirmation.
Section 3.29 Certain Matters Relating to the Non-Serviced Mortgage
Loan. In the event that any of the Other Trustee, the Other Master Servicer or
the Other Special Servicer shall be replaced in accordance with the terms of the
Other Pooling Agreement, the Master Servicer and the Special Servicer shall
acknowledge its successor as the successor to the Other Trustee, the Other
Master Servicer or the Other Special Servicer, as the case may be, in each case
with reasonable promptness following request therefor by a party to the Other
Pooling Agreement.
Section 3.30 Additional Matters Regarding Advance Reimbursement.
(a) Upon the determination that a previously made Advance is a
Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the
Mortgage Loans deposited in the Collection Account, the Special Servicer, the
Master Servicer or the Trustee, at its own option and in its sole discretion, as
applicable, instead of obtaining reimbursement for the remaining amount of such
Nonrecoverable Advance pursuant to Section 3.06(a)(ii)(B) immediately, may elect
to refrain from obtaining such reimbursement for some or all such portion of the
Nonrecoverable Advance during the one-month Collection Period ending on the
then-current Determination Date, for successive one-month periods for a total
not to exceed 12 months. If the Special Servicer, the Master Servicer or the
Trustee makes such an election in its sole discretion to defer reimbursement
with respect to all or a portion of a Nonrecoverable Advance (together with
interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable in the
subsequent Collection Period (subject, again, to the same sole discretion option
to defer; it is acknowledged that, in such a subsequent period, such
Nonrecoverable Advance shall again be reimbursable pursuant to Section 3.06(a)
(ii)(B)). In connection with a potential election by the Special Servicer, the
Master Servicer or the Trustee to refrain from the reimbursement of a particular
Nonrecoverable Advance or portion thereof during the one-month Collection Period
ending on the related Determination Date for any Distribution Date, the Special
Servicer, the Master Servicer or the Trustee shall further be authorized to wait
for principal collections to be received before making its determination of
whether to refrain from the reimbursement of a particular Nonrecoverable Advance
or portion thereof) until the end of such Collection Period; provided, however,
if, at any time the Special Servicer, the Master Servicer or the Trustee, as
applicable, determines that the reimbursement of a Nonrecoverable Advance during
a one-month Collection Period will exceed the full amount of the principal
portion of general collections deposited in the Collection Account for such
Distribution Date, then the Special Servicer, the Master Servicer or the
Trustee, as applicable, shall give the Rating Agencies at least 15 days notice
prior to any reimbursement to it of Nonrecoverable Advances from amounts in the
Collection Account allocable to interest on the Mortgage Loans unless (1) the
Special Servicer, the Master Servicer or the Trustee, as applicable, determines
in its sole discretion that waiting 15 days after such a notice could jeopardize
the Special Servicer's, the Master Servicer's or the Trustee's, as applicable,
ability to recover such Nonrecoverable Advances, (2) changed circumstances or
new or different information becomes known to the Special Servicer, the Master
Servicer or the Trustee, as applicable, 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 Special Servicer or the Master Servicer, as applicable,
has not timely received from the Trustee information requested by the Special
Servicer or the Master Servicer, as applicable, to consider in determining
whether to defer reimbursement of a Nonrecoverable Advance; provided that, if
clause (1), (2) or (3) apply, the Special Servicer, the Master Servicer or the
Trustee, as applicable, shall give Rating Agencies notice of an anticipated
reimbursement to it of Nonrecoverable Advances from amounts in the Collection
Account allocable to interest on the Mortgage Loans as soon as reasonably
practicable in such circumstances. The Special Servicer, the Master Servicer or
the Trustee, as applicable, shall have no liability for any loss, liability or
expense resulting from any notice provided to Rating Agencies contemplated by
the immediately preceding sentence. Any election by the Special Servicer, the
Master Servicer or the Trustee to refrain from reimbursing itself for any
Nonrecoverable Advance (together with interest thereon) or portion thereof with
respect to any Collection Period shall not be construed to impose on the Special
Servicer, the Master Servicer or the Trustee any obligation to make such an
election (or any entitlement in favor of any Certificateholder or any other
Person to such an election) with respect to any subsequent Collection Period) or
to constitute a waiver or limitation on the right of the Special Servicer, the
Master Servicer or the Trustee to otherwise be reimbursed for such
Nonrecoverable Advance (together with interest thereon). Any such election by
the Special Servicer, the Master Servicer, or the Trustee shall not be construed
to impose any duty on the other such party to make such an election (or any
entitlement in favor of any Certificateholder or any other Person to such an
election). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion
thereof with respect to any one or more Collection Periods shall not limit the
accrual of interest on such Nonrecoverable Advance for the period prior to the
actual reimbursement of such Nonrecoverable Advance. None of the Special
Servicer, the Master Servicer, the Trustee or the other parties to this
Agreement will have any liability to one another or to any of the
Certificateholders for any such election that such party makes to refrain or not
to refrain from reimbursing itself as contemplated by this paragraph or for any
losses, damages or other adverse economic or other effects that may arise from
such an election nor will such election constitute a violation of the Servicing
Standard or any duty under this Agreement. The Master Servicer's or the
Trustee's, as applicable, election, if any, to defer reimbursement of such
Nonrecoverable Advances as set forth above is an accommodation to the
Certificateholders and shall not be construed as an obligation on the part of
the Master Servicer or the Trustee, as applicable, or a right of the
Certificateholders. Nothing herein shall give the Special Servicer, the Master
Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable
Advance if there is principal collections then available in the Collection
Account pursuant to Section 3.06 or to defer reimbursement of a Nonrecoverable
Advance for an aggregate period exceeding 12 months.
(b) If the Master Servicer or the Special Servicer is required to
make a Property Advance, but does not do so within 15 days after the Property
Advance is required to be made, then the Trustee will be required: (i) if it has
actual knowledge of the failure, to give the defaulting party notice of its
failure; and (ii) if the failure continues for three more business days, to make
the Advance.
Section 3.31 Serviced Companion Loan Intercreditor Matters.
(a) If, pursuant to Section 2.03, Section 3.18 or Section 9.01, any
Mortgage Loan that relates to a Serviced Whole Loan is purchased or repurchased
from the Trust Fund, the purchaser thereof shall be bound by the terms of the
related Intercreditor Agreement and shall assume the rights and obligations of
the holder of the Note that represents the related Mortgage Loan under such
Intercreditor 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 in its
capacity as the holder of the Note that represents the related Mortgage Loan (as
a result of such purchase or repurchase) and (except for the actual Note) on
behalf of the holder of the Note that represents the related Companion Loan.
Thereafter, such Mortgage File shall be held by the holder of the Note that
represents the related Mortgage Loan or a custodian appointed thereby for the
benefit thereof, on behalf of itself and the holder of the related Companion
Loan as their interests appear under the related Intercreditor 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 any separate servicing agreement for the Serviced Whole Loan.
In addition, if at any time neither any portion of a Mortgage Loan
related to a Serviced Whole Loan nor any related REO Property is an asset of the
Trust, and if a separate servicing agreement with respect to the Serviced Whole
Loan or any REO Property, as applicable, has not been entered into pursuant to
the related Intercreditor Agreement (or any Rating Agency Confirmation required
with respect to any Pari Passu Companion Loan has been obtained), then, until
such time as a separate servicing agreement is entered into in accordance with
such Intercreditor Agreement, and notwithstanding that neither such Mortgage
Loan nor any related REO Property is an asset of the Trust, the Trustee shall
continue to hold the related Mortgage File, and the Master Servicer and the
Special Servicer shall continue to service and administer the applicable
Serviced Whole Loan and/or any REO Property, for the benefit of the holder of
the applicable Mortgage Loan and the related Companion Loan Holders, under this
Agreement as if such Serviced Whole Loan or any REO Property were the sole
assets subject thereto, with any references herein to (i) the Trust, (ii) the
Trustee, (iii) the Certificates, (iv) the Certificateholders, or (v) any
representative of such holders, all being construed to refer to the "Note A
Holder".
Subject to the terms of the applicable Intercreditor Agreement, if
pursuant to Section 2.03, Section 3.18 or Section 9.01, any Mortgage Loan that
relates to a Serviced Whole Loan is purchased or repurchased from the Trust Fund
and the servicing and administration of the Serviced Whole Loan is to be
governed by a separate servicing agreement and not by this Agreement, the Master
Servicer and the Special Servicer shall continue to act in such capacities under
such separate servicing agreement, which agreement shall be reasonably
acceptable to the Master Servicer and the Special Servicer, and 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 such Serviced Whole Loan
and the related Mortgaged Property shall be the sole asset serviced and
administered thereunder and the sole source of funds thereunder. Prior to the
applicable Serviced Whole Loan being serviced under any separate servicing
agreement, the Rating Agencies then rating any securities issued in connection
with a securitization of any related Pari Passu Companion Loan shall have
provided written confirmation to the related Companion Loan Noteholder (at such
Serviced Companion Loan Holders' expense) that the servicing of such Serviced
Whole Loan under such agreement would not result in a downgrade, qualification
or withdrawal of any of the ratings assigned by such Rating Agencies with
respect to the related class of securities issued by the Other Pooling
Agreement.
(b) With respect to each Serviced Companion Loan, notwithstanding
any rights the Controlling Class Representative hereunder may have to approve,
consult with respect to, direct or consent to any action or other matter with
respect to the servicing of such Serviced Companion Loan, to the extent the
related Intercreditor Agreement provides that such right is exercisable by the
related Companion Loan Noteholder or is exercisable in conjunction with any
related Companion Loan Noteholder, the Controlling Class Representative shall
not be permitted to exercise such right or, to the extent provided in the
related Intercreditor Agreement, shall be required to exercise such right in
conjunction with any related Companion Loan Noteholder, as applicable.
Additionally, notwithstanding anything in this Agreement to the contrary, the
Master Servicer or Special Servicer, as applicable, shall consult, seek the
approval or obtain the consent of the holder of any Serviced Companion Loan with
respect to any matters with respect to the servicing of such Serviced Companion
Loan to the extent required under the related Intercreditor Agreement and shall
not take such actions requiring consent of the Companion Loan Noteholder without
such consent. In addition, notwithstanding anything to the contrary, the Master
Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the Companion Loan Noteholder as required under the related Intercreditor
Agreement.
(c) With respect to each Serviced Whole Loan, the Master Servicer
shall prepare, or cause to be prepared, on an ongoing basis a statement setting
forth, to the extent applicable to the Serviced Whole Loan:
(i) (A) the amount of the distribution from the related Whole Loan
Custodial Account allocable to principal and (B) separately identifying
the amount of scheduled principal payments, balloon payments, principal
prepayments made at the option of the Mortgagor or other principal
prepayments (specifying the reason therefor), net liquidation proceeds and
foreclosure proceeds included therein and information on distributions
made with respect to the related Serviced Whole Loan;
(ii) the amount of the distribution from the related Serviced Whole
Loan Custodial Account allocable to interest and the amount of Default
Interest allocable to the related Serviced Mortgage Loan;
(iii) if the distribution to a Companion Loan Noteholder is less
than the full amount that would be distributable to such Companion Loan
Noteholder if there were sufficient amounts available therefor, the amount
of the shortfall and the allocation thereof between interest and principal
and the amount of the shortfall, if any, under the related Serviced Whole
Loan;
(iv) the principal balance of the related Serviced Whole Loan after
giving effect to the distribution of principal on the most recent
Distribution Date; and
(v) the amount of the servicing fees paid to the Master Servicer and
the Special Servicer with respect to the most recent Distribution Date,
showing separately the Servicing Fee, the Special Servicing Fee, the
Workout Fee and the Liquidation Fee.
Not later than each Distribution Date, the Master Servicer shall
make the foregoing statement available to the applicable Serviced Companion Loan
Noteholders by electronic means.
Section 3.32 Additional Matters with Respect to the Joint Loans.
(a) In the event that the applicable Mortgage Loan Seller (a
"Repurchasing Seller") with respect to any Joint Loan repurchases its respective
Note (a "Repurchased Note") pursuant to Section 2.03, the provisions of this
Section 3.32 shall apply, and each related Mortgage Loan Seller has agreed in
the related Loan Sale Agreement as follows with respect to the servicing and
administration of such Joint Loan, in the event of such a repurchase unless and
until such time as (i) both related Notes are repurchased or otherwise no longer
part of the Trust, and (ii) the related successor holders thereof have entered
into a servicing agreement with respect to such Notes. For purposes of this
Section 3.32 only, "Note" shall mean, with respect to each of the Xxxxx Fargo
Tower Mortgage Loan and the 000 Xxxx 00xx Xxxxxx Mortgage Loan, each original
promissory note that collectively represents the Note (as defined in Article I)
and, with respect to the 1615 L Street Mortgage Loan, each Mortgage Loan
Seller's Seller Percentage Interest in the related Note (as defined in Article
I).
(b) Custody of and record title under the respective Loan Documents
with respect to each Joint 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 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 Note based on its respective Seller Percentage
Interest, subject to Section 3.32(b)(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 Servicing Fees, Special Servicing Fees, and any
other amounts due to the Master Servicer, Special Servicer, Trustee or any
other Person hereunder) 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 3.32(b)(ii). In the
event that any Joint Loan becomes an REO Mortgage Loan, payments or any
other amounts received with respect to such Joint Loan shall be collected
and shall be applied on each Due Date pro rata to each related Note based
on its respective Seller Percentage Interest, subject to Section
3.32(b)(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 each applicable Joint Loan, at any particular time, the
Repurchasing Seller shall be entitled to receive from the Master Servicer
an amount equal to the Repurchasing Seller's Seller Percentage Interest of
such payment. All expenses, losses and shortfalls relating solely to such
Joint Loan, including, without limitation, losses of principal or
interest, Property Advances that have been declared Nonrecoverable
Advances, interest on Property Advances, Special Servicing Fees, Workout
Fees and Liquidation Fees (including any such fees related to the related
Notes), will be allocated between the holders of such Notes pro rata based
on their respective Seller Percentage Interest of such losses and
expenses. In no event shall any costs, expenses, fees or any other amounts
related to any Mortgage Loan, that do not affect or are not related to any
Joint Loan be deducted from payments or any other amounts received with
respect to such Joint Loan, and payable to the Repurchasing Seller.
(iii) Each Joint Loan shall be serviced for the benefit of the 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 Joint
Loan was a Serviced Companion Loan. For so long as any Joint Loan is
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 Joint Loan consistent with the terms of this Agreement with respect
to Serviced Mortgage Loans. 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 each Joint 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 on behalf of the Repurchasing Seller to the extent of
its interest therein (as a collective whole) in accordance with the
Agreement.
(iv) Each Joint Loan shall, consistent with this Agreement, be
serviced as if it were a Serviced Mortgage Loan. 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 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 Companion Loan. None of the Trustee, the Master Servicer or
the Special Servicer shall have any obligation to make P&I Advances 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 Note is considered a Specially Serviced Mortgage Loan,
then both Notes shall be a Specially Serviced Mortgage 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 that would be payable
to the Special Servicer under this Agreement if the Repurchased Note were 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 Notes 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 any Joint Loan 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 may 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 each Joint Loan and (ii) enforce the
related 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 Companion Loan.
(g) In the event that the Trustee, the Master Servicer or the
Special Servicer has made a Property Advance with respect to any Joint 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 Trustee, Master Servicer or the Special
Servicer, as applicable, in an amount equal to its Seller Percentage Interest of
such Nonrecoverable Advance and Advance Interest thereon. Notwithstanding the
foregoing, the Repurchasing Seller will not be obligated to reimburse the
Trustee, Master Servicer or Special Servicer (and amounts due to the
Repurchasing Seller shall not be offset) for Advances or interest thereon or any
amounts related to Mortgage Loans other than the related Joint Loan, to the
extent that such Advances are not incurred for the benefit of the holders
(collectively) of such Joint Loan or for P&I Advances or interest thereon with
respect to the Note that is not the Repurchased Note. 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 to the same extent. This reimbursement right
shall not limit the Trustee's, 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 Seller Percentage Interest of the related
Joint Loan.
(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
related Joint 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 on the related Mortgaged Properties and
related collateral, any and all modifications, waivers, amendments or consents
to or with respect to such Joint Loan 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 that actually
causes, the Repurchasing Seller to be registered to do business in any state.
The Repurchasing Seller agrees to deliver to the Master Servicer or
the Special Servicer, as applicable, 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.
(j) In the event that the applicable Mortgage Loan Seller (a
"Property Purchasing Seller") with respect to any Joint Loan purchases an
interest in the REO Property that corresponds to the related Property Purchasing
Seller's portion thereof as provided for in Section 2.03(a) of this Agreement,
until such time as the other related Mortgage Loan Seller purchases its
corresponding interest in such REO Property, the Special Servicer shall consult
with the Property Purchasing Seller with respect to any material decisions with
regard to such REO Property and shall consider any alternative proposal,
objection or other recommendation of the Property Purchasing Seller, but shall
be entitled to reject such proposal, objection or other recommendation in its
discretion. Notwithstanding anything contained in this paragraph (j) to the
contrary, no advice, direction or objection from or by the Property Purchasing
Seller 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) (A) require or cause the Special
Servicer to violate the terms of the related Joint Loan, applicable law or any
provision of this Agreement, including the Special Servicer's obligation to act
in accordance with the Servicing Standard and to maintain the REMIC status of
the Lower-Tier REMIC and the Upper-Tier REMIC or (B) result in the imposition of
a "prohibited transaction" tax or tax on "contributions" under the REMIC
Provisions.
(k) The rights granted to the Repurchasing Seller under this Section
shall in all respects be subject to the general rights, protections and
immunities granted to the parties in this Agreement and the Controlling Class
Representative under the other sections of this Agreement and this Section shall
not be construed to limit such rights, protections and immunities.
Section 3.33 Certain Additional Matters relating to the 0000 00xx
Xxxxxx Whole Loan.
With respect to the 0000 00xx Xxxxxx Whole Loan, if the related
Mortgagor defeases a portion of the Mortgage Loan in connection with the partial
release of a portion of the related Mortgaged Property prior to the lockout
period specified in the related Loan Documents, no party hereto shall permit the
related Mortgagor to release the defeased portion of the Mortgage Loan from
being cross-collateralized and cross-defaulted with the non-defeased portion of
the Mortgage Loan.
ARTICLE IV
DISTRIBUTIONS TO CERTIFICATEHOLDERS
Section 4.01 Distributions.
(a) (i) On each Master Servicer Remittance Date, the Master Servicer
shall make the remittances and deposits specified in the first paragraph of
Section 4.06. On each Master Servicer Remittance Date, the Trustee shall
withdraw from the Interest Reserve Account with respect to the Master Servicer
Remittance Date for March of any calendar year, the related Withheld Amounts
pursuant to Section 3.25, and shall deposit any such amounts in the Lower-Tier
Distribution Account. On each Distribution Date, the amount that has been so
transferred to the Lower-Tier Distribution Account from the Collection Account
or as P&I Advances or pursuant to the preceding sentence shall be deemed
distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in
accordance with the provisions set forth herein. Thereafter, such amounts shall
be considered to be held in the Upper-Tier Distribution Account until
distributed to the Certificateholders.
(ii) All distributions made in respect of interest on any Class of
Regular Certificates (other than the Class X Certificates) on each
Distribution Date pursuant to Section 4.01(b) 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 Lower-Tier Regular
Interest set forth in the Preliminary Statement hereto. All distributions
made in respect of the Class X Certificates on each Distribution Date
pursuant to Section 4.01(b) or Section 9.01, and allocable to any
particular Component of such Class of Certificates in accordance with the
last paragraph of Section 4.01(b), shall be deemed to have first been
distributed from the Lower-Tier REMIC to Upper-Tier REMIC in respect of
such Component's Corresponding Lower-Tier Regular Interest. All
distributions made in respect of principal on any Class of Regular
Certificates (other than the Class X Certificates) on each Distribution
Date pursuant to Section 4.01(b) 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 Lower-Tier Regular Interest set forth in
the Preliminary Statement hereto. All distributions of reimbursements of
Realized Losses made in respect of any Class of Sequential Pay
Certificates on each Distribution Date pursuant to Sections 4.01(g) and
4.01(i) shall be deemed to have first been distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier
Regular Interest set forth in the Preliminary Statement hereto.
On each Distribution Date, the Class LR Certificates shall receive distributions
of any amounts remaining in the Lower-Tier Distribution Account after all
payments have been made to the Trustee as the holder of the Lower-Tier Regular
Interests in accordance with this Section 4.01(a).
(b) On each Distribution Date prior to the Cross-over Date, Holders
of each Class of Certificates (other than the Class R and Class LR Certificates)
shall receive distributions from amounts on deposit in the Upper-Tier
Distribution Account in respect of interest and principal, to the extent of
Available Funds, in the amounts and in the order of priority set forth below:
(i) concurrently (A) to the Holders of 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), in
respect of interest, from the Loan Group 1 Available Distribution Amount
and up to an amount equal to the aggregate Interest Distribution Amount in
respect of such Classes of Certificates for such Distribution Date, (B) to
the Holders of the Class A-1A Certificates, in respect of interest, from
the Loan Group 2 Available Distribution Amount and up to an amount equal
to the aggregate Interest Distribution Amount in respect of such Class of
Certificates for such Distribution Date and (C) to the Holders of the
Class X Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount payable in respect of such Classes of
Certificates for such Distribution Date; provided, however, that if the
Loan Group 1 Available Distribution Amount and/or the Loan Group 2
Available Distribution Amount is insufficient to pay in full the Interest
Distribution Amount provided above, payable in respect of any Class A or
Class X Certificates on such Distribution Date, then the entire Available
Distribution Amount shall be applied to make distributions of interest to
the Holders of the respective Classes of the Class A and Class X
Certificates, up to an amount equal to, and pro rata as among such Classes
in accordance with, the Interest Distribution Amount in respect of each
such Class of Certificates for such Distribution Date;
(ii) to the Holders of the Class A-1, Class X-0, Xxxxx X-0, Class
A-AB, Class A-4 and the Class A-1A Certificates in reduction of the
Certificate Principal Amounts thereof:
(A) (1) to the Holders of the Class A-AB, in an amount equal
to the lesser of the Loan Group 1 Principal Distribution
Amount and the amount necessary to reduce the aggregate
Certificate Principal Amount of the Class A-AB Certificates to
the Class A-AB Planned Principal Balance;
(2) to the Holders of the Class A-1 Certificates, in an
amount up to the Loan Group 1 Principal Distribution Amount
remaining after payments pursuant to clause (A)(1) until the
outstanding Certificate Principal Amount of the Class A-1
Certificates has been reduced to zero;
(3) to the Holders of the Class A-2 Certificates, in an
amount up to the Loan Group 1 Principal Distribution Amount
remaining after payments pursuant to clause (A)(1) and clause
(A)(2) until the outstanding Certificate Principal Amount of
the Class A-2 Certificates has been reduced to zero;
(4) to the Holders of the Class A-3 Certificates, in an
amount up to the Loan Group 1 Principal Distribution Amount
remaining after payments pursuant to clauses (A)(1), (A)(2)
and (A)(3) until the outstanding Certificate Principal Amount
of the Class A-3 Certificates has been reduced to zero;
(5) to the Holders of the Class A-AB Certificates, in an
amount up to the Loan Group 1 Principal Distribution Amount
remaining after payments pursuant to clauses (A)(1), (A)(2),
(A)(3) and (A)(4) until the outstanding Certificate Principal
Amount of the Class A-AB Certificates has been reduced to
zero;
(6) to the Holders of the Class A-4 Certificates, in an
amount up to the Loan Group 1 Principal Distribution Amount
remaining after payments pursuant to clauses (A)(1), (A)(2),
(A)(3), (A)(4) and (A)(5) until the outstanding Certificate
Principal Amount of the Class A-4 Certificates has been
reduced to zero;
(B) to the Holders of the Class A-1A Certificates, in an
amount up to the Loan Group 2 Principal Distribution Amount
until the Certificate Principal Amount of the Class A-1A
Certificates has been reduced to zero;
(iii) to the Class X-0, Xxxxx X-0, Class A-3, Class A-AB, Class A-4
and Class A-1A Certificates, pro rata based upon the aggregate
unreimbursed Realized Losses previously allocated to such Class, an amount
equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate
for such Class compounded monthly from the date the related Realized Loss
was allocated to such Class;
(iv) to the Class A-M Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(v) to the Class A-M Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero.
(vi) to the Class A-M Certificates, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus
interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class;
(vii) to the Class A-J Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for such Class;
(viii) to the Class A-J Certificates, in reduction of the
Certificate Principal Amount thereof, up to an amount equal to the
Principal Distribution Amount for such Distribution Date less the portion
of such Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Principal Amount thereof is reduced to
zero.
(ix) to the Class A-J Certificates, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus
interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class;
(x) to the Class B Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(xi) to the Class B Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(xii) to the Class B Certificates, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus
interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class;
(xiii) to the Class C Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(xiv) to the Class C Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(xv) to the Class C Certificates, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus
interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class;
(xvi) to the Class D Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(xvii) to the Class D Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(xviii) to the Class D Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest thereon at the Pass-Through Rate for such Class
compounded monthly from the date the related Realized Loss was allocated
to such Class;
(xix) to the Class E Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(xx) to the Class E Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(xxi) to the Class E Certificates, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus
interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class;
(xxii) to the Class F Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(xxiii) to the Class F Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(xxiv) to the Class F Certificates, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus
interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class;
(xxv) to the Class G Certificates in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(xxvi) to the Class G Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(xxvii) to the Class G Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest thereon at the Pass-Through Rate for such Class
compounded monthly from the date the related Realized Loss was allocated
to such Class;
(xxviii) to the Class H Certificates in respect of interest, up to
an amount equal to the Interest Distribution Amount for such Class;
(xxix) to the Class H Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(xxx) to the Class H Certificates, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus
interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class;
(xxxi) to the Class J Certificates in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(xxxii) to the Class J Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(xxxiii) to the Class J Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest thereon at the Pass-Through Rate for such Class
compounded monthly from the date the related Realized Loss was allocated
to such Class;
(xxxiv) to the Class K Certificates in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(xxxv) to the Class K Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(xxxvi) to the Class K Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest thereon at the Pass-Through Rate for such Class
compounded monthly from the date the related Realized Loss was allocated
to such Class;
(xxxvii) to the Class L Certificates in respect of interest, up to
an amount equal to the Interest Distribution Amount for such Class;
(xxxviii) to the Class L Certificates, in reduction of the
Certificate Principal Amount thereof, up to an amount equal to the
Principal Distribution Amount for such Distribution Date less the portion
of such Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Principal Amount thereof is reduced to
zero;
(xxxix) to the Class L Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest thereon at the Pass-Through Rate for such Class
compounded monthly from the date the related Realized Loss was allocated
to such Class;
(xl) to the Class M Certificates in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(xli) to the Class M Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(xlii) to the Class M Certificates, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus
interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class;
(xliii) to the Class N Certificates in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(xliv) to the Class N Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(xlv) to the Class N Certificates, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus
interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class;
(xlvi) to the Class O Certificates in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(xlvii) to the Class O Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(xlviii) to the Class O Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest thereon at the Pass-Through Rate for such Class
compounded monthly from the date the related Realized Loss was allocated
to such Class;
(xlix) to the Class P Certificates in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(l) to the Class P Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(li) to the Class P Certificates, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus
interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class;
(lii) to the Class Q Certificates in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(liii) to the Class Q Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(liv) to the Class Q Certificates, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus
interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class;
(lv) to the Class S Certificates in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
(lvi) to the Class S Certificates, in reduction of the Certificate
Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Principal Amount thereof is reduced to zero;
(lvii) to the Class S Certificates, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus
interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class; and
(lviii) to the Class R Certificates, any amounts remaining in the
Upper-Tier Distribution Account.
On each Distribution Date occurring on and after the Cross-over
Date, in place of the allocation of principal payments described in priority
(ii) above, remaining Available Funds at such level will be distributed first up
to an amount equal to the Principal Distribution Amount for such Distribution
Amount to the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4 and Class
A-1A Certificates, pro rata, without regard to Loan Group, based on their
respective Certificate Principal Amounts, in reduction of their respective
Certificate Principal Amounts. Any remaining Available Funds will then be
allocated as provided in priorities (iii) through (lviii) above.
All references to "pro rata" in the preceding clauses with respect
to interest and Interest Shortfalls shall mean pro rata based on the amount
distributable pursuant to such clauses, with respect to distributions of
principal other than in reimbursement of Realized Losses shall mean pro rata
based on Certificate Principal Amount, and with respect to distributions in
reimbursement of Realized Losses shall mean pro rata based on the amount of
unreimbursed Realized Losses previously allocated to the applicable Classes.
All distributions of interest made in respect of the Class X
Certificates on any Distribution Date pursuant to clause (b)(i) above, shall be
deemed to have been made in respect of all the Components of each 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 X Strip
Rate of such Component multiplied by its respective Component Notional Amount,
together with any amounts thereof remaining unpaid from previous Distribution
Dates.
(c) On any Distribution Date, any Yield Maintenance Charges
collected on the Mortgage Loans and on deposit in the Collection Account as of
the related Determination Date will be distributed to the Holders of the Classes
of Certificates as follows: to the holders of the Class A-1, Class X-0, Xxxxx
X-0, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates,
as applicable, in an amount equal to the product of (a) a fraction, the
numerator of which is the amount distributed as principal to such Class in
respect of the applicable Loan Group on such Distribution Date, and the
denominator of which is the total amount distributed as principal in respect of
the applicable Loan Group to all Classes of Sequential Pay Certificates on such
Distribution Date, (b) the Base Interest Fraction for the related Principal
Prepayment and such Class of Certificates and (c) the aggregate amount of such
Yield Maintenance Charges. If more than one such Class of Certificates is
entitled to distributions of principal with respect to the related Loan Group on
any particular Distribution Date on which Yield Maintenance Charges are
distributable, the aggregate amount of such Yield Maintenance Charges will be
allocated among all such Classes up to, and on a pro rata basis in accordance
with, their respective entitlements thereto in accordance with this Section
4.01(c). Any remaining Yield Maintenance Charges with respect to such
Distribution Date will be distributed to the holder of the Class X Certificates.
After the Distribution Date on which the Certificate Principal
Amounts of the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class
A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J and Class K Certificates have been reduced to zero, all
Yield Maintenance Charges collected with respect to the Mortgage Loans will be
distributed to the holders of the Class X Certificates.
Any Yield Maintenance Charge that is to be distributed to the
Regular Certificates on any Distribution Date shall be deemed distributed from
the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier
Regular Interests then receiving a principal distribution, pro rata.
(d) On each Distribution Date, the Trustee shall withdraw amounts
from the Excess Liquidation Proceeds Reserve Account and shall distribute such
amounts in the following priority:
(i) first, to reimburse the Holders of the Sequential Pay
Certificates (in order of alphabetical Class designation) up to an amount
equal to all Realized Losses, if any, previously deemed allocated to them
and unreimbursed after application of the Available Funds for such
Distribution Date;
(ii) second, for distribution to the Special Servicer as additional
servicing compensation, the excess, if any, of (x) the balance of the
Excess Liquidation Proceeds Reserve Account on such Distribution Date over
(y) the aggregate Certificate Principal Amount of the Sequential Pay
Certificates as of such Distribution Date; and
(iii) third, upon the reduction of the aggregate Certificate
Principal Amount of the Sequential Pay Certificates to zero, to pay any
amounts remaining on deposit in such account to the Special Servicer as
additional compensation.
Amounts paid with respect to the Mortgage Loans from the Excess
Liquidation Proceeds Account pursuant to the preceding clauses (i) and (iii)
shall first be deemed to have been distributed to the Lower-Tier Regular
Interests in reimbursement of Realized Losses previously allocated thereto.
(e) RESERVED.
(f) On each Distribution Date, following the deemed distributions of
principal or in reimbursement of previously allocated Realized Losses made in
respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the
Lower-Tier Principal Balance (or aggregate of the Lower-Tier Principal Balances
with respect to the Lower-Tier Regular Interests corresponding to the Class X-0,
Xxxxx X-0, Class A-AB, Class A-4, Class A-1A, Class E, Class F, Class G, Class
H, Class J, Class K and Class M Certificates) of the Corresponding Lower-Tier
Regular Interests (after taking account of such deemed distributions) shall be
reduced as a result of Realized Losses to equal the Principal Balance of the
Class of Corresponding Certificates that will be outstanding immediately
following such Distribution Date.
(g) The Certificate Principal Amount of each Class of Sequential Pay
Certificates entitled to distributions of principal will be reduced without
distribution on any Distribution Date, as a write-off, to the extent of any
Realized Loss (for purposes of this calculation only, not giving effect to any
reductions of the Stated Principal Balance for payments of principal collected
on the Mortgage Loans that were used to reimburse any Workout-Delayed
Reimbursement Amounts pursuant to Section 3.06 to the extent such
Workout-Delayed Reimbursement Amounts are not otherwise determined to be
Nonrecoverable Advances) allocated to such Class on such Distribution Date. Any
such write-offs will be applied to such Classes of Sequential Pay Certificates
in the following order, until each is reduced to zero; first, to the Class S
Certificates; second, to the Class Q Certificates; third, to the Class P
Certificates; fourth, to the Class O Certificates; fifth, to the Class N
Certificates; sixth, to the Class M Certificates; seventh, to the Class L
Certificates; eighth, to the Class K Certificates; ninth, to the Class J
Certificates; tenth, to the Class H Certificates; eleventh, to the Class G
Certificates; twelfth, to the Class F Certificates; thirteenth, to the Class E
Certificates; fourteenth, to the Class D Certificates; fifteenth, to the Class C
Certificates; sixteenth, to the Class B Certificates; seventeenth, to the Class
A-J Certificates; eighteenth, to the Class A-M Certificates, and, finally, pro
rata to the (i) Class A-1, (ii) Class A-2, (iii) Class A-3, (iv) Class A-AB (v)
Class A-4 and (vi) Class A-1A Certificates based on their respective Certificate
Principal Amounts. Any amounts recovered in respect of any amounts previously
written off as Realized Losses will be distributed to the Classes of
Certificates to which Realized Losses have been allocated in order of their
seniority and shall be deemed to be distributed to the Corresponding Lower-Tier
Regular Interests, pro rata, in respect of previously unreimbursed Realized
Losses as provided in Section 4.01(a)(ii). Reimbursement of previously allocated
Realized Losses will not constitute distributions of principal for any purpose
and will not result in an additional reduction in the Certificate Principal
Amount of the Class of Certificates in respect of which any such reimbursement
is made. To the extent any Nonrecoverable Advances (plus interest thereon) that
were reimbursed from principal collections on the Mortgage Loans and previously
resulted in a reduction of the Principal Distribution Amount are subsequently
recovered on the related Mortgage Loan, the amount of such recovery (plus
interest thereon that would have accrued on the amount of such recovery had such
Certificate Principal Balance not been reduced in the first place from the time
that the Realized Loss relating to such recovery resulted in a write-down of the
Certificate Principal Amount of the applicable Class of Certificates until the
time that the recovery of Realized Loss increased such Certificate Principal
Amount) will be added to the Certificate Principal Amount of the Class or
Classes of Certificates that previously were allocated Realized Losses, in
sequential order, in each case up to the amount of the unreimbursed Realized
Losses allocated to such Class. If the Certificate Principal Amount of any Class
is so increased, the amount of unreimbursed Realized Losses of such Class shall
be decreased by such amount.
The Notional Amounts of the Class X Certificates and their
respective Components will be reduced to reflect reductions of the Certificate
Principal Amount of the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4,
Class A-1A, Class A-M, 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, Class P,
Class Q and Class S Certificates and of the Lower-Tier Principal Balances of the
Corresponding Lower-Tier Regular Interests resulting from allocations of
Realized Losses.
(h) All amounts distributable, or reductions allocable on account of
Realized Losses to a Class of Certificates pursuant to this Section 4.01 on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in each such Class based on their respective Percentage Interests. Such
distributions shall be made on each Distribution Date other than the Termination
Date to each Certificateholder of record on the related Record Date (a) by wire
transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate
facilities therefor, if such Certificateholder provides the Trustee with wiring
instructions no less than five Business Days prior to the related Record Date,
or otherwise (b) by check mailed to such Certificateholder. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final
distribution.
(i) Except as otherwise provided in Section 9.01 with respect to an
Anticipated Termination Date, the Trustee shall, no later than the fifteenth day
of the month in the month preceding the month in which the final distribution
with respect to any Class of Certificates is expected to be made (or, if the
Trustee has not received notice of such Anticipated Termination Date by such
time, promptly following the Trustee's receipt of such notice), mail to each
Holder of such Class of Certificates, on such date a notice to the effect that:
(A) the Trustee reasonably expects based upon information
previously provided to it 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 Trustee therein specified, and
(B) if such final distribution is made on such Distribution
Date, no interest shall accrue on such Certificate, or on the
Corresponding Lower-Tier Regular Interests from and after such
Distribution Date;
provided, however, that the Class R and Class LR Certificates shall remain
outstanding until there is no other Class of Certificates or Lower-Tier Regular
Interests outstanding.
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
in trust for the benefit of the appropriate non-tendering Holder or Holders. If
any Certificates as to which notice has been given pursuant to this Section
4.01(i) 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 to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to
the Trustee all amounts distributable to the Holders thereof, and the Trustee
shall thereafter hold such amounts for the benefit of such Holders until the
earlier of (i) its termination as Trustee hereunder and the transfer of such
amounts to a successor Trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Class R Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust
hereunder or by the Trustee as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with this
Section 4.01(i). Any funds not distributed on such Distribution Date shall be
set aside and held uninvested in trust for the benefit of Certificateholders not
presenting and surrendering their Certificates in the aforesaid manner.
(j) On the date as specified in the related Intercreditor Agreement
(or if no date is specified, on the Master Servicer Remittance Date), with
respect to the Companion Loans, the Master Servicer shall make withdrawals and
payments from the Whole Loan Custodial Account for each Companion Loan and remit
such amounts to the related Companion Loan Noteholder in accordance with the
related Intercreditor Agreement.
(k) Excess Prepayment Interest Shortfalls will be allocated to each
Class of Certificates, pro rata, based upon the amount of interest accrued with
respect to each Class of Certificates and will be allocated to the Corresponding
Lower-Tier Regular Interests, pro rata, in respect of the Corresponding
Certificates based on interest accrued.
Section 4.02 Statements to Certificateholders; Certain Reports by
the Master Servicer and the Special Servicer.
(a) Based on information received from the Master Servicer, on each
Distribution Date, the Trustee shall provide or make available on a public basis
a report, including reports in substantially the form attached hereto as Exhibit
G (the "Distribution Date Statement"), setting forth, among other things, the
following information:
(A) the amount of distributions, if any, made on such
Distribution Date to the holders of each Class of Sequential Pay
Certificates and applied to reduce the respective Certificate
Principal Amount thereof;
(B) the amount of distributions, if any, made on such
Distribution Date to the Holders of each Class of Regular
Certificates allocable to (A) Interest Distribution Amount and (B)
Yield Maintenance Charges;
(C) the amount of any distributions made on such Distribution
Date to the Holders of each Class of Residual Certificates;
(D) the aggregate amount of outstanding P&I Advances with
respect to each Whole Loan, as of the related Determination Date;
(E) the aggregate amount of Servicing Fees retained by or paid
to the Master Servicer and the Special Servicer in respect of the
related Collection Period;
(F) the aggregate Stated Principal Balance of the Mortgage
Loans immediately before and after such Distribution Date with
respect to each Whole Loan and the percentage of the Cut-off Date
Principal Balance of the Mortgage Loans which remains outstanding
immediately after such Distribution Date;
(G) the number, aggregate principal balance, weighted average
remaining term to maturity and weighted average Mortgage Rate of the
outstanding Mortgage Loans with respect to each Whole Loan, at the
close of business on the related Determination Date;
(H) as of the Determination Date, the number and aggregate
unpaid principal balance of Mortgage Loans (A) delinquent one month,
(B) delinquent two months, (C) delinquent three or more months, (D)
that are Specially Serviced Mortgage Loans but are not delinquent or
(E) as to which foreclosure proceedings have been commenced;
(I) the aggregate Stated Principal Balance of Mortgage Loans
as to which the related Mortgagor is subject or is expected to be
subject to a bankruptcy proceeding;
(J) with respect to any Mortgage Loan as to which the related
Mortgaged Property became an REO Property (including with respect to
the Non-Serviced Mortgaged Loan) during the related Collection
Period, the Stated Principal Balance and unpaid principal balance of
such Mortgage Loan as of the date such Mortgaged Property became an
REO Property and the most recently determined Appraised Value and
date upon which the Appraisal was performed;
(K) as to any Mortgage Loan repurchased or otherwise
liquidated or disposed of during the related Collection Period, the
loan number thereof and the amount of any Liquidation Proceeds
and/or other amounts, if any, received thereon during the related
Collection Period and the portion thereof included in the Available
Distribution Amount for such Distribution Date;
(L) with respect to any REO Property (including with respect
to the Non-Serviced Mortgaged Loan) included in the Trust Fund as of
the close of business on the last day of the related Collection
Period, the loan number of the related Mortgage Loan, the book value
of such REO Property and the amount of any income collected with
respect to such REO Property (net of related expenses) and other
amounts, if any, received on such REO Property during the related
Collection Period and the portion thereof included in the Available
Distribution Amount for such Distribution Date and the most recently
determined Appraised Value and date upon which the Appraisal was
performed;
(M) with respect to any REO Property (including with respect
to the Non-Serviced Mortgaged Loan) sold or otherwise disposed of
during the related Collection Period, the loan number of the related
Mortgage Loan, and the amount of Liquidation Proceeds and other
amounts, if any, received in respect of such REO Property during the
related Collection Period, the portion thereof included in the
Available Distribution Amount for such Distribution Date and the
balance of the Excess Liquidation Proceeds Reserve Account for such
Distribution Date;
(N) the Interest Distribution Amount in respect of each Class
of Regular Certificates for such Distribution Date;
(O) any unpaid Interest Distribution Amount in respect of each
Class of Regular Certificates after giving effect to the
distributions made on such Distribution Date;
(P) the Pass-Through Rate for each Class of Regular
Certificates for such Distribution Date;
(Q) the original Certificate Principal Amount or Notional
Amount as of the Closing Date and the Certificate Principal Amount
or Notional Amount, as the case may be, of each Class of Regular
Certificates immediately before and immediately after such
Distribution Date, separately identifying any reduction in the
Certificate Principal Amount or Notional Amount, as the case may be,
of each such Class due to Realized Losses;
(R) the Certificate Factor for each Class of Regular
Certificates immediately following such Distribution Date;
(S) the Principal Distribution Amount for such Distribution
Date with respect to each Whole Loan;
(T) the aggregate amount of Principal Prepayments made during
the related Collection Period, and the aggregate amount of any
Prepayment Interest Excesses received and Prepayment Interest
Shortfalls incurred in connection therewith;
(U) the aggregate amount of Realized Losses and Additional
Trust Fund Expenses, if any, incurred with respect to the Trust Fund
during the related Collection Period;
(V) any Appraisal Reduction Amounts on a loan-by-loan basis,
and the total Appraisal Reduction Amounts, as of the related
Determination Date;
(W) identification of any material modification, extension or
waiver of a Mortgage Loan;
(X) identification of any material breach of the
representations and warranties given with respect to a Mortgage Loan
by the applicable Mortgage Loan Seller; and
(Y) such additional information as contemplated by Exhibit G
hereto.
In the case of information furnished pursuant to subclauses (A), (B), (C) and
(Q) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per single Certificate of a
specified minimum denomination. The form of any Distribution Date Statement may
change over time.
On each Distribution Date, the Trustee shall make available via its
internet website to each Holder of a Class R or Class LR Certificate a copy of
the reports made available to the other Certificateholders on such Distribution
Date and a statement setting forth the amounts, if any, actually distributed
with respect to the Class R or Class LR Certificates on such Distribution Date.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that it provided substantially comparable information pursuant to any
requirements of the Code as from time to time in force. Absent manifest error,
none of the Master Servicer or the Special Servicer shall be responsible for the
accuracy or completeness of any information supplied to it by a Mortgagor or any
Mortgage Loan Seller (including the information in the Prospectus Supplement) or
any other 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.
The Trustee shall publicly make available each month the related
Distribution Date Statement, the CMSA Bond Level File, the CMSA Collateral
Summary File and the CMSA Loan Setup File, any prospectus used to offer the
Certificates and this Agreement via its internet website initially located at
"xxx.xxxxxxx.xxx". The Master Servicer shall provide to the Trustee the CMSA
Loan Setup File within 60 days of the first Distribution Date hereunder to the
extent it has received from the Mortgage Loan Sellers one or more spreadsheets
(with the data fields filled) containing the date necessary for the completion
of the aggregate pool-wide CMSA Loan Setup File. In addition, the Trustee shall
make available each month, on a restricted basis, solely to each Privileged
Person (and with respect to a Companion Loan Noteholder, the applicable portion
thereof relating to the Mortgage Loan) the eleven supplemental reports and the
seven CMSA data files identified as such in the definition of "CMSA Investor
Reporting Package (IRP)", to the extent it has received such report or file. At
the direction of the Depositor, the Trustee shall remove any or all of such
restrictions and make any or all of such information available to any person.
The Trustee makes no representations or warranties as to the accuracy or
completeness of such information and assumes no responsibility therefor. In
addition, the Trustee may disclaim responsibility for any information
distributed by the Trustee for which it is not the original source. In
connection with providing access to the Trustee's internet website, the Trustee
may require registration and acceptance of a disclaimer. The Trustee shall not
be liable for the dissemination of information in accordance with this
Agreement.
The Trustee may provide such information through means other than
(and in lieu of) its website; provided that (i) the Depositor shall have
consented to such alternative means and (ii) Certificateholders and each of the
Companion Loan Noteholders shall have received notice of such alternative means
(which notice may be given via the Trustee's website).
The provisions in this Section shall not limit the Master Servicer's
ability to make accessible certain information regarding the Mortgage Loans at a
website maintained by the Master Servicer.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was a Holder of a Certificate a statement containing the
information as to the applicable Class set forth in clauses (A), (B) and (C) of
the description of Distribution Date Statements above aggregated for such
calendar year or applicable portion thereof during which such person was a
Certificateholder, together with such other information as the Trustee
determines to be necessary to enable Certificateholders to prepare their tax
returns for such calendar year. Such obligation of the Trustee shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Code as
from time to time are in force.
Notwithstanding the foregoing, in no event shall any provision of
this Agreement be construed to require the Master Servicer, the Special Servicer
or the Trustee to produce any ad hoc or non-standard written reports (in
addition to the CMSA reports, inspection reports and other specific periodic
reports otherwise required). If the Master Servicer, the Special Servicer or the
Trustee elects to provide any ad hoc or non-standard reports, it may require the
Person requesting such report to pay a reasonable fee to cover the costs of the
preparation thereof.
Upon filing with the Internal Revenue Service, the Trustee shall
furnish to the Holders of the Residual Certificates the Form 1066 and shall
furnish their respective Schedules Q thereto at the times required by the Code
or the Internal Revenue Service, and shall provide from time to time such
information and computations with respect to the entries on such forms as any
Holder of the Residual Certificates may reasonably request.
The specification of information to be furnished by the Trustee to
the Certificateholders in this Section 4.02 (and any other terms of this
Agreement requiring or calling for delivery or reporting of information by the
Trustee to Certificateholders and Beneficial Owners) shall not limit the Trustee
in furnishing, and the Trustee is hereby authorized to furnish, to
Certificateholders, Companion Loan Noteholders, Beneficial Owners and/or to the
public any other information (such other information, collectively, "Additional
Information") with respect to the Mortgage Loans or Serviced Whole 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, provided that (A) while there
exists any Event of Default, any such Additional Information shall only be
furnished with the consent or at the request of the Depositor (except pursuant
to clause (E) below or to the extent such information is requested by a
Certificateholder), (B) 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 sole discretion (together with any
warnings as to the confidential nature and/or the uses of such information as it
may, in its sole discretion, determine appropriate), (C) the Trustee may notify
Certificateholders, Companion Loan Noteholders, and Beneficial Owners of the
availability of any such information in any manner as it, in its sole
discretion, may determine, (D) the Trustee shall be entitled (but not obligated)
to require payment from each recipient of a reasonable fee for, and its
out-of-pocket expenses incurred in connection with, the collection, assembly,
reproduction or delivery of any such Additional Information, (E) without the
consent of the Depositor, the Trustee may, in its sole discretion, furnish
Additional Information to a Rating Agency in any instance, and to the
Certificateholders, Companion Loan Noteholders, Beneficial Owners and/or the
public-at-large if it determines that the furnishing of such information would
assist in the evaluation of the investment characteristics or valuation of the
Certificates or would be in the best interests of the Certificateholders or is
required by applicable law and, in the case of any Additional Information
requested by a Beneficial Owner, Companion Loan Noteholders, or
Certificateholder, such Beneficial Owner, Companion Loan Noteholders, or
Certificateholder has delivered an executed certificate in the form of Exhibit
O-1 hereto and (F) the Trustee shall be entitled to distribute or make available
such Additional Information in accordance with such reasonable rules and
procedures as it may deem necessary or appropriate (which may include the
requirement that an agreement that provides such information shall be used
solely for purposes of evaluating the investment characteristics or valuation of
the Certificates be executed by the recipient, if and to the extent the Trustee
deems the same to be necessary or appropriate). 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, and the
Trustee shall neither have any liability for furnishing nor for refraining from
furnishing Additional Information in any instance. The Trustee shall be entitled
(but not required) to request and receive direction from the Depositor as to the
manner of delivery of any such Additional Information, if and to the extent the
Trustee deems necessary or advisable, and to require that any consent, direction
or request given to it pursuant to this Section be made in writing.
Upon the authorization of the Depositor, the Trustee shall make
available to Bloomberg Financial Markets, L.P. ("Bloomberg") or such other
vendor chosen by the Depositor, all the electronic reports delivered or made
available pursuant to this Section 4.02(a) to the Certificateholders and
Beneficial Owners using a format and media mutually acceptable to the Trustee
and Bloomberg.
(b) No later than the Business Day prior to each Distribution Date,
subject to the last paragraph of this subsection (b), the Master Servicer shall
deliver or cause to be delivered to the Trustee, the Special Servicer and any
master servicer of a securitization of a Companion Loan in electronic form
mutually acceptable to the Trustee, the Special Servicer and the Master Servicer
the following reports or information: (1) a CMSA REO Status Report, (2) a CMSA
Historical Loan Modification and Corrected Mortgage Loan Report, (3) CMSA Total
Loan Report, (4) the CMSA Servicer Watch List and Portfolio Review Guidelines,
(5) the CMSA Financial File, (6) the CMSA Property File, (7) except for the
first two Distribution Dates, the CMSA Comparative Financial Status Report and
(8) the CMSA Loan Level Reserve/LOC Report.
No later than the Business Day prior to each Distribution Date
except for the first two Distribution Dates, the Master Servicer shall deliver
to the Trustee (by electronic means) the CMSA Comparative Financial Status
Report for each Mortgage Loan or related Mortgaged Property as of the
Determination Date immediately preceding the preparation of such report for each
of the following three periods (but only to the extent the related Mortgagor is
required by the Mortgage to deliver and does deliver, or otherwise agrees to
provide and does provide, such information): (a) the most current available
year-to-date; (b) each of the previous two full fiscal years stated separately
(to the extent such information is in the Master Servicer's possession); and (c)
the "base year" (representing the original analysis of information used as of
the Cut-Off Date).
No later than 2:00 p.m., New York City time, on the second Business
Day prior to each Distribution Date, the Master Servicer shall deliver to the
Trustee a CMSA Loan Periodic Update File setting forth certain information with
respect to the Mortgage Loans and Mortgaged Properties.
In addition, the Master Servicer or Special Servicer, as applicable,
shall perform with respect to each Mortgaged Property and REO Property (other
than with respect to any Non-Serviced Mortgage Loan):
Within 30 days after receipt of a quarterly operating statement, if
any, commencing with the calendar quarter ended March 31, 2008, a CMSA Operating
Statement Analysis Report (but only to the extent the related Mortgagor is
required by the Mortgage to deliver and does deliver, or otherwise agrees to
provide and does provide, such information) for such Mortgaged Property or REO
Property as of the end of such calendar quarter. The Master Servicer or Special
Servicer, as applicable, shall deliver to the Trustee and Companion Loan
Noteholders by electronic means the CMSA Operating Statement Analysis Report
upon request; and
Within 30 days after receipt by the Master Servicer of an annual
operating statement, commencing with the calendar year ending December 31, 2007,
a CMSA NOI Adjustment Worksheet (but only to the extent the related Mortgagor is
required by the Mortgage to deliver and does deliver, or otherwise agrees to
provide and does provide, such information), presenting the computation to
"normalize" the full year net operating income and debt service coverage numbers
used by the Master Servicer in preparing the CMSA Comparative Financial Status
Report above. The Master Servicer shall deliver to the Trustee and Companion
Loan Noteholders by electronic means the CMSA NOI Adjustment Worksheet upon
request.
Upon request, the Trustee shall deliver or shall cause to be
delivered to each Certificateholder, to each party hereto, to any Underwriter,
to the Rating Agencies, and to each Person that provides the Trustee with an
Investor Certification a copy of the CMSA Operating Statement Analysis Report
and CMSA NOI Adjustment Worksheet most recently performed by the Master Servicer
with respect to any Mortgage Loan or Serviced Whole Loan and delivered to the
Trustee.
Upon request (and in any event, not more frequently than once per
month), the Master Servicer shall forward to the Trustee (as to the Collection
Account) and the Companion Loan Noteholders a statement, setting forth the
status of the Collection Account and the Whole Loan Custodial Account (as to the
Whole Loan Custodial Account) as of the close of business on such Master
Servicer Remittance Date, stating that all remittances to the Trustee required
by this Agreement to be made by the Master Servicer have been made (or, in the
case of any such required remittance that has not been made by the Master
Servicer, specifying the nature and status thereof) and showing, for the period
from the preceding Master Servicer Remittance Date (or, in the case of the first
Master Servicer Remittance Date, from the Cut-off Date) to such Master Servicer
Remittance Date, the aggregate of deposits into and withdrawals from the
Collection Account and the Whole Loan Custodial Account for each category of
deposit specified in Section 3.05(a) and each category of withdrawal specified
in Section 3.06. The Master Servicer shall also deliver to the Trustee, upon
reasonable request of the Trustee, any and all additional information relating
to the Mortgage Loans or Serviced Whole Loans in the possession of the Master
Servicer (which information shall be based upon reports delivered to the Master
Servicer by the Special Servicer with respect to Specially Serviced Mortgage
Loans and REO Properties).
Further, the Master Servicer shall cooperate with the Special
Servicer and provide the Special Servicer with the information in the possession
of the Master Servicer reasonably requested by the Special Servicer, in writing,
to the extent required to allow the Special Servicer to perform its obligations
under this Agreement with respect to those Mortgage Loans serviced by the Master
Servicer.
The obligation of the Master Servicer to deliver the reports
required to be delivered by it pursuant to this subsection is subject to the
Master Servicer having received from the Special Servicer in a timely manner the
related reports and information in the possession of the Special Servicer
necessary or required to enable the Master Servicer to prepare and deliver such
reports. The Master Servicer shall not be responsible for the accuracy or
content of any report, document or information furnished by the Special Servicer
to the Master Servicer pursuant to this Agreement and accepted by the Master
Servicer in good faith pursuant to this Agreement.
The obligation of the Special Servicer to deliver the reports
required to be delivered by it pursuant to this subsection is subject to the
Special Servicer having received from the Master Servicer in a timely manner the
related reports and information in the possession of the Master Servicer
necessary or required to enable the Special Servicer to prepare and deliver such
reports. The Special Servicer shall not be responsible for the accuracy or
content of any report, document or information furnished by the Master Servicer
to the Special Servicer pursuant to this Agreement and accepted by the Special
Servicer in good faith pursuant to this Agreement.
(c) Not later than 5:00 p.m. New York time on the first Business Day
after each Determination Date, the Special Servicer shall forward to the Master
Servicer, for each Specially Serviced Mortgage Loan and REO Property, CMSA
Special Servicer Loan File containing all information the Master Servicer shall
be required to include in the other reports that the Master Servicer is
obligated to deliver to the Trustee pursuant to Section 4.02(b), to the extent
such information relates to any Specially Serviced Mortgage Loan or any REO
Property. The Special Servicer shall also deliver to the Trustee, upon the
reasonable written request of the Trustee, any and all additional information in
the possession of the Special Servicer relating to the Specially Serviced
Mortgage Loans and the REO Properties.
The Special Servicer shall cooperate with the Master Servicer and
provide the Master Servicer with the information in the possession of the
Special Servicer reasonably requested by the Master Servicer, in writing, to the
extent required to allow the Master Servicer to perform its obligations under
this Agreement with respect to the Specially Serviced Mortgage Loans and REO
Properties. Additional information regarding the Specially Serviced Mortgage
Loans and REO Properties, including, without limitation, any financial or
occupancy information (including lease summaries) provided to the Special
Servicer by the Mortgagors or otherwise obtained, shall be delivered to the
Master Servicer, within ten days of receipt.
The Master Servicer and the Special Servicer may make available to
Beneficial Owners who have certified to the Master Servicer or Special Servicer,
as applicable, their beneficial ownership of any Certificate, or prospective
Beneficial Owners who provide appropriate confirmation that they are prospective
Beneficial Owners who certify that they intend to keep any information
confidential, copies of any reports or files prepared by the Master Servicer
pursuant to this Agreement.
Each of the Master Servicer and Special Servicer may make
information concerning the Mortgage Loans or Serviced Whole Loans available on
any website that it has established.
The Master Servicer or the Special Servicer, as applicable, may,
from time to time in its sole discretion, answer questions from a Beneficial
Owner or a Companion Loan Noteholder which pertain to the performance and
servicing of the Mortgage Loans or Serviced Whole Loans and/or REO Properties
for which the Master Servicer or Special Servicer, as the case may be, is
responsible. The Master Servicer or the Special Servicer, as applicable, as a
condition to answering such questions, shall require, among other things, that
the Beneficial Owner or a Companion Loan Noteholder enter into a confidentiality
agreement with the Master Servicer or the Special Servicer, as the case may be,
in the form attached hereto as Exhibit O-2 and sign an Investor Certification in
the form attached hereto as Exhibit O-1. Neither the Master Servicer nor the
Special Servicer shall be liable for the dissemination of information in
accordance with the terms of this Agreement nor shall either of them be required
to provide any information or disclosures in violation of any applicable law,
rule or regulation.
Section 4.03 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Paying Agent shall
comply with all federal withholding requirements with respect to payments to
Certificateholders of interest or original issue discount that the Paying Agent
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for any such withholding. The Paying
Agent agrees that it shall not withhold with respect to payments of interest or
original issue discount in the case of a Certificateholder that is a non-U.S.
Person that has furnished or caused to be furnished (i) an effective Form
W-8BEN, W-8IMY (with appropriate attachments) or Form W-9 or an acceptable
substitute form or a successor form and who, to the Trustee's knowledge, is not
a "10-percent shareholder" within the meaning of Code Section 871(h)(3)(B) with
respect to the Holder of any Class R or Class LR Certificate or any Mortgagor or
a "controlled foreign corporation" described in Code Section 881(c)(3)(C) with
respect to the Trust Fund or the Depositor, or (ii) an effective Form W-8ECI or
an acceptable substitute form or a successor form. In the event the Paying Agent
or its agent withholds any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Paying Agent shall indicate the amount withheld to
such Certificateholder. Any amount so withheld shall be treated as having been
distributed to such Certificateholder for all purposes of this Agreement.
Section 4.04 REMIC Compliance.
(a) The parties intend that the Upper-Tier REMIC and the Lower-Tier
REMIC shall constitute, and that the affairs of each of the Upper-Tier REMIC and
the Lower-Tier REMIC shall be conducted so as to qualify it as, a "real estate
mortgage investment conduit" as defined in, and in accordance with, the REMIC
Provisions, and the provisions hereof shall be interpreted consistently with
this intention. In furtherance of such intention, the Trustee shall, to the
extent permitted by applicable law, act as agent, and is hereby appointed to act
as agent, of the Upper-Tier REMIC and the Lower-Tier REMIC and shall on behalf
of the Upper-Tier REMIC and the Lower-Tier REMIC: (i) prepare, sign and file, or
cause to be prepared and filed, all required Tax Returns for the Upper-Tier
REMIC and the Lower-Tier REMIC, using a calendar year as the taxable year for
the Upper-Tier REMIC and the Lower-Tier REMIC when and as required by the REMIC
Provisions and other applicable federal, state or local income tax laws; (ii)
make an election, on behalf of the Upper-Tier REMIC and the Lower-Tier REMIC, to
be treated as a REMIC on Form 1066 for its first taxable year ending December
31, 2007, in accordance with the REMIC Provisions; (iii) prepare and forward, or
cause to be prepared and forwarded, to the Certificateholders and the IRS and
applicable state and local tax authorities all information reports as and when
required to be provided to them in accordance with the REMIC Provisions of the
Code; (iv) if the filing or distribution of any documents of an administrative
nature not addressed in clauses (i) through (iii) of this Section 4.04(a) is
then required by the REMIC Provisions in order to maintain the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or is otherwise required by
the Code, prepare, sign and file or distribute, or cause to be prepared and
signed and filed or distributed, such documents with or to such Persons when and
as required by the REMIC Provisions or the Code or comparable provisions of
state and local law; (v) within thirty days of the Closing Date, furnish or
cause to be furnished to the IRS, on Form 8811 or as otherwise may be required
by the Code, the name, title and address of the Person that the holders of the
Certificates may contact for tax information relating thereto (and the Trustee
shall act as the representative of the Upper-Tier REMIC and the Lower-Tier REMIC
for this purpose), together with such additional information as may be required
by such Form, and shall update such information at the time or times and in the
manner required by the Code (and the Depositor agrees within 10 Business Days of
the Closing Date to provide any information reasonably requested by the Master
Servicer or the Trustee and necessary to make such filing); and (vi) maintain
such records relating to the Upper-Tier REMIC and the Lower-Tier REMIC as may be
necessary to prepare the foregoing returns, schedules, statements or
information, such records, for federal income tax purposes, to be maintained on
a calendar year and on an accrual basis.
The Holder of the largest Percentage Interest in the Class R
Certificates shall be the tax matters person of the Upper-Tier REMIC and the
Holder of the largest Percentage Interest in the Class LR Certificates shall be
the tax matters person of the Lower-Tier REMIC pursuant to Treasury Regulations
Section 1.860F-4(d). If more than one Holder should hold an equal Percentage
Interest in the Class R or Class LR Certificates larger than that held by any
other Holder, the first such Holder to have acquired such Class R or Class LR
Certificates shall be such tax matters person. The Trustee shall act as
attorney-in-fact and agent for the tax matters person of the Upper-Tier REMIC
and Lower-Tier REMIC, and each Holder of a Percentage Interest in the Class R or
Class LR Certificates, by acceptance hereof, is deemed to have consented to the
Trustee's appointment in such capacity and agrees to execute any documents
required to give effect thereto, and any fees and expenses incurred by the
Trustee in connection with any audit or administrative or judicial proceeding
shall be paid by the Trust Fund.
The Trustee shall not intentionally take any action or intentionally
omit to take any action within its control and the scope of its duties if, in
taking or omitting to take such action, the Trustee knows that such action or
omission (as the case may be) would cause the termination of the REMIC status of
the Upper-Tier REMIC or the Lower-Tier REMIC or the imposition of tax on the
Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on income expressly
permitted or contemplated to be received by the terms of this Agreement).
Notwithstanding any provision of this paragraph or the three
preceding paragraphs to the contrary, the Trustee shall not be required to take
any action that the Trustee in good faith believes to be inconsistent with any
other provision of this Agreement, nor shall the Trustee be deemed in violation
of this paragraph if it takes any action expressly required or authorized by any
other provision of this Agreement, and the Trustee shall have no responsibility
or liability with respect to any act or omission of the Depositor or the Master
Servicer which does not enable the Trustee to comply with any of clauses (i)
through (vi) of the third preceding paragraph or which results in any action
contemplated by clauses (i) through (iii) of the next succeeding sentence. In
this regard the Trustee shall (i) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the meaning of Code Section
860F(a), unless the party seeking such action shall have delivered to the
Trustee an Opinion of Counsel (at such party's expense) that such occurrence
would not (a) result in a taxable gain, (b) otherwise subject the Upper-Tier
REMIC or Lower-Tier REMIC to tax (other than a tax at the highest marginal
corporate tax rate on net income from foreclosure property), or (c) cause the
Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a REMIC; and (ii)
exercise reasonable care not to allow either such Trust REMIC to receive income
from the performance of services or from assets not permitted under the REMIC
Provisions to be held by such Trust REMIC (provided, however, that the receipt
of any income expressly permitted or contemplated by the terms of this Agreement
shall not be deemed to violate this clause) and (iii) not permit the creation of
any "interests," within the meaning of the REMIC Provisions, in the Upper-Tier
REMIC other than the Regular Certificates and the Class R Certificates or in the
Lower-Tier REMIC other than the Lower-Tier Regular Interests and the Class LR
Certificates. None of the Master Servicer, the Special Servicer or the Depositor
shall be responsible or liable for any failure by the Trustee to comply with the
provisions of this Section 4.04. The Depositor, the Master Servicer and the
Special Servicer shall cooperate in a timely manner with the Trustee in
supplying any information within the Depositor's, the Master Servicer's or the
Special Servicer's control (other than any confidential information) that is
reasonably necessary to enable the Trustee to perform its duties under this
Section 4.04.
(b) The following assumptions are to be used for purposes of
determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the
Regular Certificates: (i) each Mortgage Loan will pay principal and interest in
accordance with its terms and scheduled payments will be timely received on
their Due Dates, provided that the Mortgage Loans in the aggregate will prepay
in accordance with the Prepayment Assumption; (ii) none of the Master Servicer,
the Special Servicer, the Depositor and the Class LR Certificateholder will
exercise the right described in Section 9.01 of this Agreement to cause early
termination of the Trust Fund; and (iii) no Mortgage Loan is repurchased by the
applicable Mortgage Loan Seller pursuant to Article II hereof.
Section 4.05 Imposition of Tax on the Trust Fund. In the event that
any tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on the Upper-Tier REMIC or Lower-Tier REMIC, such
tax shall be charged against amounts otherwise distributable to the Holders of
the Certificates; provided that any taxes imposed on any net income from
foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed
by a state or local jurisdiction shall instead be treated as an expense of the
related REO Property in determining Net REO Proceeds with respect to the REO
Property (and until such taxes are paid, the Special Servicer from time to time
shall withdraw from the REO Account and transfer to the Trustee amounts
reasonably determined by the Trustee to be necessary to pay such taxes, which
the Trustee shall maintain in a separate, non-interest-bearing account, and the
Trustee shall deposit in the Collection Account the excess determined by the
Trustee from time to time of the amount in such account over the amount
necessary to pay such taxes) and shall be paid therefrom; provided that any such
tax imposed on net income from foreclosure property that exceeds the amount in
any such reserve shall be retained from Available Funds as provided in Section
3.06(a)(viii) and the next sentence. Except as provided in the preceding
sentence, the Trustee is hereby authorized to and shall retain or cause to be
retained from the Collection Account in determining the amount of Available
Funds sufficient funds to pay or provide for the payment of, and to actually
pay, such tax as is legally owed by Upper-Tier REMIC or Lower-Tier REMIC (but
such authorization shall not prevent the Trustee from contesting, at the expense
of the Trust Fund, any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings). The Trustee is hereby authorized to and shall segregate or cause
to be segregated, into a separate non-interest bearing account, (i) the net
income from any "prohibited transaction" under Code Section 860F(a) or (ii) the
amount of any contribution to the Upper-Tier REMIC or Lower-Tier REMIC after the
Startup Day that is subject to tax under Code Section 860G(d) and use such
income or amount, to the extent necessary, to pay such tax (and return the
balance thereof, if any, to the Lower-Tier Distribution Account or the
Upper-Tier Distribution Account, as the case may be). To the extent that any
such tax is paid to the Internal Revenue Service, the Trustee shall retain an
equal amount from future amounts otherwise distributable to the Holders of the
Class R or Class LR Certificates, as the case may be, and shall distribute such
retained amounts to the Holders of Regular Certificates or to the Trustee in
respect of the Lower-Tier Regular Interests until they are fully reimbursed and
then to the Holders of the Class R Certificates or the Class LR Certificates, as
applicable. None of the Master Servicer, the Special Servicer or the Trustee
shall be responsible for any taxes imposed on the Upper-Tier REMIC or Lower-Tier
REMIC except to the extent such tax is attributable to a breach of a
representation or warranty of the Master Servicer, the Special Servicer or the
Trustee or an act or omission of the Master Servicer, the Special Servicer or
the Trustee in contravention of this Agreement in both cases, provided, further,
that such breach, act or omission could result in liability under Section 6.03,
in the case of the Master Servicer or Special Servicer, as applicable, or
Section 4.04 or 8.01, in the case of the Trustee. Notwithstanding anything in
this Agreement to the contrary, in each such case, the Master Servicer or the
Special Servicer shall not be responsible for the Trustee's breaches, acts or
omissions, and the Trustee shall not be responsible for the breaches, acts or
omissions of the Master Servicer or the Special Servicer.
Section 4.06 Remittances; P&I Advances. (a) On the Master Servicer
Remittance Date immediately preceding each Distribution Date, the Master
Servicer shall:
(i) remit to the Trustee for deposit in the Lower-Tier Distribution
Account an amount equal to the Yield Maintenance Charges applicable to a
Mortgage Loan (but not a Serviced Companion Loan) received by the Master
Servicer in the Prepayment Period preceding such Distribution Date;
(ii) remit to the Trustee for deposit in (a) the Lower-Tier
Distribution Account an amount equal to the Available Funds (other than
the amounts referred to in clause (iii) below and clause (d) of the
definition of "Available Funds"); and
(iii) (A) make a P&I Advance (other than with respect to the
Non-Serviced Mortgage Loan) by deposit into the Lower-Tier Distribution
Account, in an amount equal to the sum of the Applicable Monthly Payments
for each Mortgage Loan (including any Mortgage Loans related to a Serviced
Whole Loan, but not the related Companion Loan(s)) to the extent such
amounts were not received on such Mortgage Loan prior to the Business Day
immediately preceding the Master Servicer Remittance Date (and therefore
are not included in the remittance described in the preceding clause (ii))
and (B) with respect to the Non-Serviced Mortgage Loan, make a P&I Advance
only to the extent that the Master Servicer in each case does not receive
from the Other Master Servicer under the Other Pooling Agreement, by the
close of business on the related Determination Date, an aggregate
remittance in an amount equal to the Applicable Monthly Payment in the
form of a remittance thereof and/or in the form of a principal and
interest advance thereof, which advance shall be made by deposit into the
Lower-Tier Distribution Account.
The Master Servicer shall not be required or permitted to make an
advance for Balloon Payments, Default Interest or Yield Maintenance Charges. The
amount required to be advanced in respect of Applicable Monthly Payments on
Mortgage Loans that have been subject to an Appraisal Reduction Event will equal
(i) the amount required to be advanced by the Master Servicer without giving
effect to such Appraisal Reduction Amounts less (ii) an amount equal to the
product of (x) the amount required to be advanced by the Master Servicer in
respect to delinquent payments of interest without giving effect to such
Appraisal Reduction Amounts, and (y) a fraction, the numerator of which is the
Appraisal Reduction Amount with respect to such Mortgage Loan and the
denominator of which is the Stated Principal Balance as of the last day of the
related Collection Period.
Any amount advanced by the Master Servicer pursuant to Section
4.06(iii) shall constitute a P&I Advance for all purposes of this Agreement and
the Master Servicer shall be entitled to reimbursement (with interest at the
Advance Rate).
The Trustee shall notify the Master Servicer by telephone if as of
3:00 p.m., New York City time, on the Master Servicer Remittance Date, the
Trustee has not received the amount of a required P&I Advance hereunder. If as
of 11:00 a.m., New York City time, on any Distribution Date the Master Servicer
shall not have made the P&I Advance required to have been made on the related
Master Servicer Remittance Date pursuant to Section 4.06(iii), the Trustee shall
no later than 1:00 p.m., New York City time, on such Business Day deposit into
the Lower-Tier Distribution Account in immediately available funds an amount
equal to the P&I Advances otherwise required to have been made by the Master
Servicer.
None of the Master Servicer or the Trustee shall be obligated to
make a P&I Advance as to any Monthly Payment on any date on which a P&I Advance
is otherwise required to be made by this Section 4.06 if the Master Servicer or
the Trustee, as applicable, determines that such advance will be a
Nonrecoverable Advance. The determination by any Person with an obligation
hereunder to make P&I Advances that it has made a Nonrecoverable Advance or that
any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance,
shall be made by such Person in its sole discretion exercised in good faith. In
making such recoverability determination, such Person will be entitled to
consider (among other things) the obligations of the Mortgagor under the terms
of the related Mortgage Loan as it may have been modified, to consider (among
other things) the related Mortgaged Properties in their "as is" or then current
conditions and occupancies, as modified by such party's assumptions regarding
the possibility and effects of future adverse change with respect to such
Mortgaged Properties, to estimate and consider (among other things) future
expenses and to estimate and consider (among other things) the timing of
recoveries. In addition, any such Person may update or change its recoverability
determinations at any time and may obtain at the expense of the Trust Fund any
analysis, Appraisals or market value estimates or other information for such
purposes. In addition, the Special Servicer may, at its option, make a
determination in accordance with the Servicing Standard that any proposed
Advance, if made, would be a Nonrecoverable Advance and may deliver to the
Master Servicer and the Trustee notice of such determination, which
determination will be conclusive and binding on the Master Servicer and the
Trustee (but this statement shall not be construed to entitle the Special
Servicer to reverse any other authorized Person's determination, or to prohibit
any such other authorized Person from making a determination, that a P&I Advance
constitutes or would constitute a Nonrecoverable Advance). The Master Servicer
shall be required to provide notice to the Trustee on or prior to the Master
Servicer Remittance Date of any such non-recoverability determination made on or
prior to such date. The Trustee shall be entitled to rely, conclusively, on any
determination by the Master Servicer or Special Servicer that a P&I Advance, if
made, would be a Nonrecoverable 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 Advance would be a
Nonrecoverable Advance, the Trustee shall make such advance within the time
periods required by this Section 4.06 unless the Trustee, in good faith, makes a
determination prior to the times specified in this Section 4.06 that such
advance would be a Nonrecoverable Advance. The Trustee, in determining whether
or not an Advance previously made is, or a proposed Advance, if made, would be,
a Nonrecoverable Advance shall be subject to the standards applicable to the
Master Servicer hereunder.
The Special Servicer shall report, promptly upon making a
determination contemplated in this paragraph, to the Master Servicer the Special
Servicer's determination as to whether any P&I Advance made with respect to any
previous Distribution Date or required to be made with respect to such
Distribution Date with respect to any Specially Serviced Mortgage Loan or REO
Mortgage Loan is a Nonrecoverable P&I Advance. The Master Servicer, the Trustee
shall be entitled to conclusively rely on such determination.
The Master Servicer or the Trustee, as applicable, shall be entitled
to the reimbursement of P&I Advances it makes (together with interest thereon)
to the extent permitted pursuant to Section 3.06(a)(ii) of this Agreement and
each of the Master Servicer and Special Servicer hereby covenants and agrees to
promptly seek and effect the reimbursement of such Advances from the related
Mortgagors to the extent permitted by applicable law and the related Mortgage
Loan.
With respect to P&I Advances and the Non-Serviced Mortgage Loans,
the Master Servicer and the Trustee shall be entitled to rely on the "appraisal
reduction amount" calculated by the applicable special servicer or the
applicable master servicer in accordance with the terms of the applicable Other
Pooling Agreement.
(b) 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 4.06 with respect to any Mortgage
Loan (or with respect to any successor REO Mortgage Loan with respect to any of
the foregoing), would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate delivered on or prior to the next Master
Servicer Remittance Date to the related Companion Loan Noteholders (and the
related subsequent master servicer and special servicer, if applicable, in the
case of any Serviced Pari Passu Companion Loan included in the related Whole
Loan), setting forth the basis for such determination, together with any other
information that supports 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 any
material change in circumstances of which such Person is aware or such Person
has received new information, either of which has a material effect on the value
and shall have been conducted 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 such Person's possession)
and any engineers' reports, environmental surveys or similar reports that such
Person may have obtained and that support such determination. The Master
Servicer and the Special Servicer shall consider Unliquidated Advances with
respect to prior P&I Advances for the purpose of nonrecoverability
determinations as if such amounts were xxxxxxxxxxxx X&X Advances. If the Master
Servicer receives written notice from a master servicer of a Serviced Companion
Loan in connection with a securitization of a Pari Passu Companion Loan that a
proposed P&I advance, if made, or any outstanding P&I advance previously made,
would be, or is, as applicable, a "nonrecoverable advance," the Master Servicer
shall not be obligated to make any additional P&I Advances with respect to the
Mortgage Loan in the related Whole Loan until the Master Servicer has consulted
with such 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.
(d) With respect to the Non-Serviced Mortgage Loan, if (1) the
master servicer under the related Other Pooling Agreement or a master servicer
under any pooling and servicing agreement entered into in connection with the
securitization of any of the related Pari Passu Companion Loans, has determined
that a proposed P&I Advance (as defined in the Other Pooling Agreement) with
respect to the Non-Serviced Mortgage Loan or the 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 master servicer has
provided written notice of such determination to the Master Servicer, or (2) if
the Master Servicer or the Special Servicer has determined that a P&I Advance
with respect to the Non-Serviced Mortgage Loan would be a Nonrecoverable P&I
Advance, then none of the Master Servicer or the Trustee shall make any
additional P&I Advance with respect to the Non-Serviced Mortgage Loan until the
Master Servicer or the Special Servicer, as applicable, has consulted with the
master servicer under such Other Pooling Agreement and they agree that
circumstances with respect to such Mortgage Loans have changed such that a
proposed future P&I Advance or P&I Advance would not be a "nonrecoverable
advance." With respect to the Non-Serviced Mortgage Loan, if the Master Servicer
has determined that a proposed P&I Advance with respect to such Mortgage Loan,
would be a Nonrecoverable Advance, the Master Servicer shall provide the
applicable master servicer under the related Other Pooling Agreement and each
master servicer under any pooling and servicing agreement entered into in
connection with the securitization of any of the other Pari Passu Companion
Loans written notice of such determination within two Business Days after such
determination was made.
If the Trustee or the Master Servicer has received (a) notice from
S&P or Fitch that the Master Servicer no longer has a rating of "CMS3" or is no
longer listed on S&P's Select Servicer List as a U.S. Commercial Mortgage Master
Servicer, as applicable, or (b) notice that the Master Servicer is acting as a
master servicer in a commercial loan securitization that was rated by Xxxxx'x
within the twelve month period prior to the date of determination, and Xxxxx'x
has downgraded or withdrawn the then-current rating on any class of 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, then the Trustee or Master Servicer shall promptly notify
the other and the Companion Loan Representative and the applicable master
servicer of any Companion Loan.
If the Master Servicer has received (a) notice that a master
servicer of any Companion Loan in connection with a securitization of a Pari
Passu Companion Loan no longer has a rating of "CMS3" or is no longer listed on
the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer, or
(b) notice that such master servicer is acting as a master servicer in a
commercial loan securitization that was rated by Xxxxx'x within the twelve month
period prior to the date of determination, and Xxxxx'x has downgraded or
withdrawn the then-current rating on any class of 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,
then the Master Servicer shall not be required to abide by any determination of
nonrecoverability by such other master servicer.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates. The Certificates consist 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, the Class A-1A
Certificates, the Class X Certificates, the Class A-M Certificates, the Class
A-J Certificates, the Class B Certificates, the Class C Certificates, the Class
D Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates, the Class H Certificates, the Class J Certificates, the Class K
Certificates, the Class L Certificates, the Class M Certificates, the Class N
Certificates, the Class O Certificates, the Class P Certificates, the Class Q
Certificates, the Class S Certificates, the Class R Certificates and the Class
LR Certificates.
Each Class of Certificates will be substantially in the forms
annexed hereto as Exhibits A-1 through A-26 respectively. The Certificates of
each Class (other than the Residual Certificates) will be issuable in registered
form only, in minimum denominations of authorized initial Certificate Principal
Amount or Notional Amount, as applicable, as described in the succeeding table,
and multiples of $1 in excess thereof. With respect to any Certificate or any
beneficial interest in a Certificate, the "Denomination" thereof shall be (i)
the amount (a) set forth on the face thereof or (b) in the case of any Global
Certificate, set forth on a schedule attached thereto or, in the case of any
beneficial interest in a Global Certificate, the product of the Percentage
Interest represented by such beneficial interest and the amount set forth on
such schedule of the related Global Certificate, (ii) expressed in terms of
initial Certificate Principal Amount or Notional Amount, as applicable, and
(iii) be in an authorized denomination, as set forth below. With respect to the
Private Certificates, on the Closing Date, the Trustee or the Authenticating
Agent shall execute and authenticate and the Certificate Registrar shall deliver
(i) Rule 144A global Private Certificates (the "Rule 144A Global Certificates")
in definitive, fully registered form without interest coupons, (ii) Regulation S
global Private Certificates (the "Regulation S Global Certificates") in
definitive, fully registered form without interest coupons, or (iii) one or
more, if any, Individual Certificates, in each case substantially in the form of
Exhibits A-9 and A-15 through A-25 hereto, respectively. Each Certificate will
share ratably in all rights of the related Class. The Class R Certificates will
each be issuable in one or more Individual Certificates in minimum denominations
of 5% Percentage Interests and integral multiples of a 1% Percentage Interest in
excess thereof and together aggregating the entire 100% Percentage Interest in
each such Class.
Class Minimum Denomination
-----------------------------------------------
A-1 $10,000.00
A-2 $10,000.00
A-3 $10,000.00
A-AB $10,000.00
A-4 $10,000.00
A-1A $10,000.00
A-M $10,000.00
A-J $10,000.00
B $10,000.00
C $10,000.00
D $10,000.00
E $10,000.00
F $10,000.00
G $10,000.00
H $10,000.00
J $10,000.00
K $10,000.00
L $10,000.00
M $10,000.00
N $10,000.00
O $10,000.00
P $10,000.00
Q $10,000.00
S $10,000.00
X $1,000,000.00
The Global Certificates shall be issued as one or more certificates
registered in the name of a nominee designated by the Depository, and Beneficial
Owners shall hold interests in the Global Certificates through the book-entry
facilities of the Depository in the minimum Denominations and aggregate
Denominations and Classes as set forth above. The Global Certificates shall in
all respects be entitled to the same benefits under this Agreement as Individual
Certificates authenticated and delivered hereunder.
Except insofar as pertains to any Individual Certificate, the Trust
Fund, the Paying Agent and the Trustee may for all purposes (including the
making of payments due on the Global Certificates and the giving of notice to
Holders thereof) deal with the Depository as the authorized representative of
the Beneficial Owners with respect to the Global Certificates for the purposes
of exercising the rights of Certificateholders hereunder; provided, however,
that, for purposes of providing information pursuant to Article X or
transmitting communications pursuant to Section 5.05(a), to the extent that the
Depositor has provided the Trustee with the names of Beneficial Owners, the
Trustee shall provide such information to such Beneficial Owners directly. The
rights of Beneficial Owners with respect to Global Certificates shall be limited
to those established by law and agreements between such Beneficial Owners and
the Depository and Depository Participants. Except in the limited circumstances
described below, Beneficial Owners of Public Global Certificates shall not be
entitled to physical certificates for the Public Global Certificates as to which
they are the Beneficial Owners. Requests and directions from, and votes of, the
Depository as Holder of the Global Certificates shall not be deemed inconsistent
if they are made with respect to different Beneficial Owners. Subject to the
restrictions on transfer set forth in Section 5.02 and Applicable Procedures, a
Beneficial Owner of a Private Global Certificate may request that the Depositor,
or an agent thereof, cause the Depository (or any Agent Member) to notify the
Certificate Registrar and the Certificate Custodian in writing of a request for
transfer or exchange of such beneficial interest for an Individual Certificate
or Certificates. Upon receipt of such a request and payment by the related
Beneficial Owner of any attendant expenses, the Depositor shall cause the
issuance and delivery of such Individual Certificates. The Certificate Registrar
may establish a reasonable record date in connection with solicitations of
consents from or voting by Certificateholders and give notice to the Depository
of such record date. Without the written consent of the Depositor and the
Certificate Registrar, no Global Certificate may be transferred by the
Depository except to a successor Depository that agrees to hold the Global
Certificates for the account of the Beneficial Owners.
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 Global Certificates (i) shall be delivered by the Certificate Registrar to
the Depository or, pursuant to the Depository's instructions on behalf of the
Depository to, and deposited with, the Certificate Custodian, and in either case
shall be registered in the name of Cede & Co. and (ii) shall bear a legend
substantially to the following effect:
"Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Certificate Registrar 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."
The Global Certificates may be deposited with such other Depository
as the Certificate Registrar may from time to time designate, and shall bear
such legend as may be appropriate.
If (i) the Depository advises the Trustee in writing that the
Depository is no longer willing, qualified or able properly to discharge its
responsibilities as Depository, and the Depositor is unable to locate a
qualified successor, (ii) the Depositor or the Trustee, at its sole option,
elects to terminate the book-entry system through the Depository with respect to
all or any portion of any Class of Certificates or (iii) after the occurrence of
an Event of Default, Beneficial Owners owning not less than a majority in
Certificate Principal Amount or Notional Amount, as applicable, of the Global
Certificate for any Class then outstanding advise the Depository through
Depository Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interest of the Beneficial Owner
or Owners of such Global Certificate, the Trustee shall notify the affected
Beneficial Owners through the Depository of the occurrence of such event and the
availability of Individual Certificates to such Beneficial Owner or Owners
requesting them. Upon surrender to the Trustee of Global Certificates by the
Depository, accompanied by registration instructions from the Depository for
registration of transfer, the Trustee shall issue the Individual Certificates.
Neither the Trustee, the Certificate Registrar, the Master Servicer, the Special
Servicer, the Underwriters nor the Depositor shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions. Upon the issuance of Individual Certificates,
the Trustee, the Certificate Registrar, the Master Servicer, the Special
Servicer, and the Depositor shall recognize the Holders of Individual
Certificates as Certificateholders hereunder.
If the Trustee, its agents or the Master Servicer or Special
Servicer has instituted or has been directed to institute any judicial
proceeding in a court to enforce the rights of the Certificateholders under the
Certificates, and the Trustee, the Master Servicer or the Special Servicer has
been advised by counsel that in connection with such proceeding it is necessary
or appropriate for the Trustee, the Master Servicer or the Special Servicer to
obtain possession of the Certificates, the Trustee, the Master Servicer or the
Special Servicer may in its sole discretion determine that the Certificates
represented by the Global Certificates shall no longer be represented by such
Global Certificates. Upon notice of such event, the Trustee or the
Authenticating Agent will execute and authenticate and the Certificate Registrar
will deliver, in exchange for such Global Certificates, Individual Certificates
(and if the Trustee or the Certificate Custodian has in its possession
Individual Certificates previously executed, the Authenticating Agent will
authenticate and the Certificate Registrar will deliver such Certificates) in a
Denomination equal to the aggregate Denomination of such Global Certificates.
If the Trust ceases to be subject to Section 13 or 15(d) of the
Exchange Act, the Trustee shall make available to each Holder of a Private
Certificate or a Class R Certificate, upon request of such a Holder, information
substantially equivalent in scope to the information currently filed by the
Master Servicer and/or the Trustee with the Commission pursuant to the Exchange
Act, plus such additional information required to be provided for securities
qualifying for resales under Rule 144A under the Act which information shall be
provided on a timely basis to the Trustee by the Master Servicer. This will not
be construed to require any Xxxxxxxx-Xxxxx Certifications.
Each Certificate may be printed or in typewritten or similar form,
and each Certificate shall, upon original issue, be executed and authenticated
by the Trustee or the Authenticating Agent and delivered to the Depositor. All
Certificates shall be executed by manual or facsimile signature on behalf of the
Trustee or Authenticating Agent by an authorized officer or signatory.
Certificates bearing the signature of an individual who was at any time the
proper officer or signatory of the Trustee or Authenticating Agent shall bind
the Trustee or Authenticating Agent, notwithstanding that such individual has
ceased to hold such office or position prior to the delivery of such
Certificates or did not hold such office or position at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication in the form set forth in Exhibits A-1 through
A-25 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, Transfer and Exchange of Certificates.
(a) The Trustee shall keep or cause to be kept at the Corporate
Trust Office books (the "Certificate Register") for the registration, transfer
and exchange of Certificates (the Trustee, in such capacity, being the
"Certificate Registrar"). The names and addresses of all Certificateholders and
the names and addresses of the transferees of any Certificates shall be
registered in the Certificate Register; provided, however, in no event shall the
Certificate Registrar be required to maintain in the Certificate Register the
names of the individual participants holding beneficial interests in the Trust
Fund through the Depository. The Person in whose name any Certificate is so
registered shall be deemed and treated as the sole owner and Holder thereof for
all purposes of this Agreement and the Certificate Registrar, the Master
Servicer, the Trustee, any Paying Agent and any agent of any of them shall not
be affected by any notice or knowledge to the contrary. An Individual
Certificate is transferable or exchangeable only upon the surrender of such
Certificate to the Certificate Registrar at the Corporate Trust Office together
with an assignment and transfer (executed by the Holder or his duly authorized
attorney), subject to the applicable requirements of this Section 5.02. Upon
request of the Trustee, the Certificate Registrar shall provide the Trustee with
the names, addresses and Percentage Interests of the Holders. 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.
(b) Upon surrender for registration of transfer of any Individual
Certificate, subject to the applicable requirements of this Section 5.02, the
Trustee shall execute and the Authenticating Agent shall duly authenticate in
the name of the designated transferee or transferees, one or more new
Certificates in Denominations of a like aggregate Denomination as the Individual
Certificate being surrendered. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e). Each Certificate
surrendered for registration of transfer shall be canceled and subsequently
destroyed by the Certificate Registrar. Each new Certificate issued pursuant to
this Section 5.02 shall be registered in the name of any Person as the
transferring Holder may request, subject to the applicable provisions of this
Section 5.02.
(c) In addition to the applicable provisions of this Section 5.02
and the rules of the Depository, the exchange, transfer and registration of
transfer of Individual Certificates or beneficial interests in the Private
Global Certificates shall be subject to the following restrictions:
(i) Transfers between Holders of Individual Certificates. With
respect to the transfer and registration of transfer of an Individual
Certificate representing an interest in the Private Certificates or the
Class R or Class LR Certificates to a transferee that takes delivery in
the form of an Individual Certificate:
(A) The Certificate Registrar shall register the
transfer of an Individual Certificate if the requested
transfer is being made by a transferee who has provided the
Certificate Registrar with an Investment Representation Letter
substantially in the form of Exhibit D-1 hereto (an
"Investment Representation Letter"), to the effect that the
transfer is being made to a Qualified Institutional Buyer in
accordance with Rule 144A;
(B) The Certificate Registrar shall register the
transfer of an Individual Certificate (other than a Residual
Certificate) pursuant to Regulation S after the expiration of
the Restricted Period if the transferor has provided the
Certificate Registrar with a Regulation S Transfer Certificate
substantially in the form of a Regulation S Transfer
Certificate; and
(C) The Certificate Registrar shall register the
transfer of an Individual Certificate (other than a Residual
Certificate) if prior to the transfer (i) two years have
expired after the later of the Closing Date or the last date
on which the Depositor or any Affiliate thereof held such
Certificate, or (ii) such transferee furnishes to the
Certificate Registrar (1) an Investment Representation Letter
to the effect that the transfer is being made to an
Institutional Accredited Investor in accordance with an
applicable exemption under the Act, and (2) an opinion of
counsel acceptable to the Certificate Registrar that such
transfer is in compliance with the Act;
and, in each case the Certificate Registrar shall register the transfer of
an Individual Certificate only if prior to the transfer the transferee
furnishes to the Certificate Registrar a written undertaking by the
transferor to reimburse the Trust for any costs incurred by it in
connection with the proposed transfer.
(ii) Transfers within the Private Global Certificates.
Notwithstanding any provision to the contrary herein, so long as a Private
Global Certificate remains outstanding and is held by or on behalf of the
Depository, transfers within the Private Global Certificates shall only be
made in accordance with this Section 5.02(c)(ii).
(A) Rule 144A Global Certificate to Regulation S Global
Certificate During the Restricted Period. If, during the
Restricted Period, a Beneficial Owner of an interest in a Rule
144A Global Certificate wishes at any time to transfer its
beneficial interest in such Rule 144A Global Certificate to a
Person who wishes to take delivery thereof in the form of a
beneficial interest in the related Regulation S Global
Certificate, such Beneficial Owner may, in addition to
complying with all applicable rules and procedures of the
Depository and Clearstream or Euroclear applicable to
transfers by their respective participants (the "Applicable
Procedures"), transfer or cause the transfer of such
beneficial interest for an equivalent beneficial interest in
the Regulation S Global Certificate only upon compliance with
the provisions of this Section 5.02(c)(ii)(A). Upon receipt by
the Certificate Registrar at its Corporate Trust Office of (1)
written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the Certificate
Registrar to credit or cause to be credited to another
specified Agent Member's account a beneficial interest in the
Regulation S Global Certificate in an amount equal to the
Denomination of the beneficial interest in the Rule 144A
Global Certificate to be transferred, (2) a written order
given in accordance with the Applicable Procedures containing
information regarding the account of the Agent Member (and the
Euroclear or Clearstream account, as the case may be) to be
credited with, and the account of the Agent Member to be
debited for, such beneficial interest, and (3) a certificate
in the form of Exhibit J hereto given by the Beneficial Owner
that is transferring such interest, the Certificate Registrar
shall instruct the Depository or the Certificate Custodian, as
applicable, to reduce the Denomination of the Rule 144A Global
Certificate by the Denomination of the beneficial interest in
the Rule 144A Global Certificate to be so transferred and,
concurrently with such reduction, to increase the Denomination
of the Regulation S Global Certificate by the Denomination of
the beneficial interest in the Rule 144A Global Certificate to
be so transferred, and to credit or cause to be credited to
the account of the Person specified in such instructions (who
shall be an Agent Member acting for or on behalf of Euroclear
or Clearstream, or both, as the case may be) a beneficial
interest in the Regulation S Global Certificate having a
Denomination equal to the amount by which the Denomination of
the Rule 144A Global Certificate was reduced upon such
transfer.
(B) Rule 144A Global Certificate to Regulation S Global
Certificate After the Restricted Period. If, after the
Restricted Period, a Beneficial Owner of an interest in a Rule
144A Global Certificate wishes at any time to transfer its
beneficial interest in such Rule 144A Global Certificate to a
Person who wishes to take delivery thereof in the form of a
beneficial interest in the Regulation S Global Certificate,
such holder may, in addition to complying with all Applicable
Procedures, transfer or cause the transfer of such beneficial
interest for an equivalent beneficial interest in the
Regulation S Global Certificate only upon compliance with the
provisions of this Section 5.02(c)(ii)(B). Upon receipt by the
Certificate Registrar at its Corporate Trust Office of (1)
written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the Certificate
Registrar to credit or cause to be credited to another
specified Agent Member's account a beneficial interest in the
Regulation S Global Certificate in an amount equal to the
Denomination of the beneficial interest in the Rule 144A
Global Certificate to be transferred, (2) a written order
given in accordance with the Applicable Procedures containing
information regarding the account of the Agent Member (and, in
the case of a transfer pursuant to and in accordance with
Regulation S, the Euroclear or Clearstream account, as the
case may be) to be credited with, and the account of the Agent
Member to be debited for, such beneficial interest, and (3) a
certificate in the form of Exhibit K hereto given by the
Beneficial Owner that is transferring such interest, the
Certificate Registrar shall instruct the Depository or the
Certificate Custodian, as applicable, to reduce the
Denomination of the Rule 144A Global Certificate by the
aggregate Denomination of the beneficial interest in the Rule
144A Global Certificate to be so transferred and, concurrently
with such reduction, to increase the Denomination of the
Regulation S Global Certificate by the aggregate Denomination
of the beneficial interest in the Rule 144A Global Certificate
to be so transferred, and to credit or cause to be credited to
the account of the Person specified in such instructions (who
shall be an Agent Member acting for or on behalf of Euroclear
or Clearstream, or both, as the case may be) a beneficial
interest in the Regulation S Global Certificate having a
Denomination equal to the amount by which the Denomination of
the Rule 144A Global Certificate was reduced upon such
transfer.
(C) Regulation S Global Certificate to Rule 144A Global
Certificate. If the Beneficial Owner of an interest in a
Regulation S Global Certificate wishes at any time to transfer
its beneficial interest in such Regulation S Global
Certificate to a Person who wishes to take delivery thereof in
the form of a beneficial interest in the Rule 144A Global
Certificate, such holder may, in addition to complying with
all Applicable Procedures, transfer or cause the transfer of
such beneficial interest for an equivalent beneficial interest
in the Rule 144A Global Certificate only upon compliance with
the provisions of this Section 5.02(c)(ii)(C). Upon receipt by
the Certificate Registrar at its Corporate Trust Office of (1)
written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the Certificate
Registrar to credit or cause to be credited to another
specified Agent Member's account a beneficial interest in the
Rule 144A Global Certificate in an amount equal to the
Denomination of the beneficial interest in the Regulation S
Global Certificate to be transferred, (2) a written order
given in accordance with the Applicable Procedures containing
information regarding the account of the Agent Member to be
credited with, and the account of the Agent Member (or, if
such account is held for Euroclear or Clearstream, the
Euroclear or Clearstream account, as the case may be) to be
debited for such beneficial interest, and (3) with respect to
a transfer of a beneficial interest in the Regulation S Global
Certificate for a beneficial interest in the related Rule 144A
Global Certificate (i) during the Restricted Period, a
certificate in the form of Exhibit L hereto given by the
Beneficial Owner, or (ii) after the Restricted Period, an
Investment Representation Letter from the transferee to the
effect that such transferee is a Qualified Institutional
Buyer, the Certificate Registrar shall instruct the Depository
or the Certificate Custodian, as applicable, to reduce the
Denomination of the Regulation S Global Certificate by the
Denomination of the beneficial interest in the Regulation S
Global Certificate to be transferred, and, concurrently with
such reduction, to increase the Denomination of the Rule 144A
Global Certificate by the aggregate Denomination of the
beneficial interest in the Regulation S Global Certificate to
be so transferred, and to credit or cause to be credited to
the account of the Person specified in such instructions (who
shall be an Agent Member acting for or on behalf of Euroclear
or Clearstream, or both, as the case may be) a beneficial
interest in the Rule 144A Global Certificate having a
Denomination equal to the amount by which the Denomination of
the Regulation S Global Certificate was reduced upon such
transfer.
(D) Transfers Within Regulation S Global Certificate
During Restricted Period. If, during the Restricted Period,
the Beneficial Owner of an interest in a Regulation S Global
Certificate wishes at any time to transfer its beneficial
interest in such certificate to a Person who wishes to take
delivery thereof in the form of such Regulation S Global
Certificate, such Beneficial Owner may transfer or cause the
transfer of such beneficial interest for an equivalent
beneficial interest in such Regulation S Global Certificate
only upon compliance with the provisions of this Section
5.02(c)(ii)(D) and all Applicable Procedures. Upon receipt by
the Certificate Registrar at its Corporate Trust Office of (1)
written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the Certificate
Registrar to credit or cause to be credited to another
specified Agent Member's account a beneficial interest in such
Regulation S Global Certificate in an amount equal to the
Denomination of the beneficial interest to be transferred, (2)
a written order given in accordance with the Applicable
Procedures containing information regarding the account of the
Agent Member to be credited with, and the account of the Agent
Member (or, if such account is held for Euroclear or
Clearstream, the Euroclear or Clearstream account, as the case
may be) to be debited for, such beneficial interest and (3) a
certificate in the form of Exhibit M hereto given by the
transferee, the Certificate Registrar shall instruct the
Depository or the Certificate Custodian, as applicable, to
credit or cause to be credited to the account of the Person
specified in such instructions (who shall be an Agent Member
acting for or on behalf of Euroclear or Clearstream, or both,
as the case may be) a beneficial interest in the Regulation S
Global Certificate having a Denomination equal to the amount
specified in such instructions by which the account to be
debited was reduced upon such transfer.
(iii) Transfers from the Private Global Certificates to Individual
Certificates. Any and all transfers from a Private Global Certificate to a
transferee wishing to take delivery in the form of an Individual
Certificate will require the transferee to take delivery subject to the
restrictions on the transfer of such Individual Certificate described on
the face of such Certificate, and such transferee agrees that it will
transfer such Individual Certificate only as provided therein and herein.
No such transfer shall be made and the Certificate Registrar shall not
register any such transfer unless such transfer is made in accordance with
this Section 5.02(c)(iii).
(A) Transfers of a beneficial interest in a Private
Global Certificate to an Institutional Accredited Investor
will require delivery in the form of an Individual Certificate
and the Certificate Registrar shall register such transfer
only upon compliance with the provisions of Section
5.02(c)(i)(C).
(B) Transfers of a beneficial interest in a Private
Global Certificate to a Qualified Institutional Buyer or a
Regulation S Investor wishing to take delivery in the form of
an Individual Certificate will be registered by the
Certificate Registrar only upon compliance with the provisions
of Sections 5.02(c)(i)(A) and (B), respectively.
(C) Notwithstanding the foregoing, no transfer of a
beneficial interest in a Regulation S Global Certificate to an
Individual Certificate pursuant to subparagraph (B) above
shall be made prior to the expiration of the Restricted
Period. Upon acceptance for exchange or transfer of a
beneficial interest in a Private Global Certificate for an
Individual Certificate, as provided herein, the Certificate
Registrar shall endorse on the schedule affixed to the related
Private Global Certificate (or on a continuation of such
schedule affixed to such Private Global Certificate and made a
part thereof) an appropriate notation evidencing the date of
such exchange or transfer and a decrease in the Denomination
of such Private Global Certificate equal to the Denomination
of such Individual Certificate issued in exchange therefor or
upon transfer thereof. Unless determined otherwise by the
Depositor in accordance with applicable law, an Individual
Certificate issued upon transfer of or exchange for a
beneficial interest in the Private Global Certificate shall
bear the Securities Legend.
(iv) Transfers of Individual Certificates to the Private Global
Certificates. If a Holder of an Individual Certificate wishes at any time
to transfer such Certificate to a Person who wishes to take delivery
thereof in the form of a beneficial interest in the related Regulation S
Global Certificate or the related Rule 144A Global Certificate, such
transfer may be effected only in accordance with the Applicable
Procedures, and this Section 5.02(c)(iv). Upon receipt by the Certificate
Registrar at the Corporate Trust Office of (1) the Individual Certificate
to be transferred with an assignment and transfer pursuant to Section
5.02(a), (2) written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the Certificate Registrar to
credit or cause to be credited to another specified Agent Member's account
a beneficial interest in such Regulation S Global Certificate or such Rule
144A Global Certificate, as the case may be, in an amount equal to the
Denomination of the Individual Certificate to be so transferred, (3) a
written order given in accordance with the Applicable Procedures
containing information regarding the account of the Agent Member (and, in
the case of any transfer pursuant to Regulation S, the Euroclear or
Clearstream account, as the case may be) to be credited with such
beneficial interest, and (4) (x) if delivery is to be taken in the form of
a beneficial interest in the Regulation S Global Certificate, a Regulation
S Transfer Certificate from the transferor or (y) an Investment
Representation Letter from the transferee to the effect that such
transferee is a Qualified Institutional Buyer, if delivery is to be taken
in the form of a beneficial interest in the Rule 144A Global Certificate,
the Certificate Registrar shall cancel such Individual Certificate,
execute and deliver a new Individual Certificate for the Denomination of
the Individual Certificate not so transferred, registered in the name of
the Holder, and the Certificate Registrar shall instruct the Depository or
the Certificate Custodian, as applicable, to increase the Denomination of
the Regulation S Global Certificate or the Rule 144A Global Certificate,
as the case may be, by the Denomination of the Individual Certificate to
be so transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions (who, in the case of any
increase in the Regulation S Global Certificate during the Restricted
Period, shall be an Agent Member acting for or on behalf of Euroclear or
Clearstream, or both, as the case may be) a corresponding Denomination of
the Rule 144A Global Certificate or the Regulation S Global Certificate,
as the case may be.
It is the intent of the foregoing that under no circumstances may an
Institutional Accredited Investor that is not a Qualified Institutional Buyer
take delivery in the form of a beneficial interest in a Private Global
Certificate.
(v) All Transfers. An exchange of a beneficial interest in a Private
Global Certificate for an Individual Certificate or Certificates, an
exchange of an Individual Certificate or Certificates for a beneficial
interest in the Private Global Certificate and an exchange of an
Individual Certificate or Certificates for another Individual Certificate
or Certificates (in each case, whether or not such exchange is made in
anticipation of subsequent transfer, and in the case of the Private Global
Certificates, so long as the Private Global Certificates remain
outstanding and are held by or on behalf of the Depository), may be made
only in accordance with this Section 5.02 and in accordance with the rules
of the Depository and Applicable Procedures.
(d) If Certificates are issued upon the transfer, exchange or
replacement of Certificates not bearing the Securities Legend, the Certificates
so issued shall not bear the Securities Legend. If Certificates are issued upon
the transfer, exchange or replacement of Certificates bearing the Securities
Legend, or if a request is made to remove the Securities Legend on a
Certificate, the Certificates so issued shall bear the Securities Legend, or the
Securities Legend shall not be removed, as the case may be, unless there is
delivered to the Certificate Registrar such satisfactory evidence, which may
include an opinion of counsel (at the expense of the party requesting the
removal of such legend) familiar with United States securities laws, as may be
reasonably required by the Certificate Registrar, that neither the Securities
Legend nor the restrictions on transfers set forth therein are required to
ensure that transfers of any Certificate comply with the provisions of Rule
144A, Rule 144 or Regulation S under the Act or that such Certificate is not a
"restricted security" within the meaning of Rule 144 under the Act. Upon
provision of such satisfactory evidence, the Certificate Registrar shall execute
and deliver a Certificate that does not bear the Securities Legend.
(e) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Individual Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized Denomination) by surrendering such Certificate at the Corporate Trust
Office or at the office of any transfer agent appointed as provided under this
Agreement, together with an instrument of assignment or transfer (executed by
the Holder or its duly authorized attorney), in the case of transfer, and a
written request for exchange in the case of exchange. Following a proper request
for transfer or exchange, the Certificate Registrar shall, within five Business
Days of such request if made at such Corporate Trust Office, or within ten
Business Days if made at the office of a transfer agent (other than the
Certificate Registrar), execute and deliver at the Corporate Trust Office or at
the office of such transfer agent, as the case may be, to the transferee (in the
case of transfer) or Holder (in the case of exchange) or send by first class
mail (at the risk of the transferee in the case of transfer or Holder in the
case of exchange) to such address as the transferee or Holder, as applicable,
may request, an Individual Certificate or Certificates, as the case may require,
for a like aggregate Denomination and in such Denomination or Denominations as
may be requested. The presentation for transfer or exchange of any Individual
Certificate shall not be valid unless made at the Corporate Trust Office or at
the office of a transfer agent by the registered Holder in person, or by a duly
authorized attorney-in-fact. The Certificate Registrar may decline to accept any
request for an exchange or registration of transfer of any Certificate during
the period of fifteen days preceding any Distribution Date.
(f) An Individual Certificate (other than an Individual Certificate
issued in exchange for a beneficial interest in a Public Global Certificate
pursuant Section 5.01) or a beneficial interest in a Private Global Certificate
may only be transferred to Eligible Investors in accordance with the provisions
set forth herein. In the event that a Responsible Officer of the Certificate
Registrar becomes aware that such an Individual Certificate or beneficial
interest in a Private Global Certificate is being held by or for the benefit of
a Person who is not an Eligible Investor, or that such holding is unlawful under
the laws of a relevant jurisdiction, then the Certificate Registrar shall have
the right to void such transfer, if permitted under applicable law, or to
require the investor to sell such Individual Certificate or beneficial interest
in a Private Global Certificate to an Eligible Investor within fourteen days
after notice of such determination and each Certificateholder by its acceptance
of a Certificate authorizes the Certificate Registrar to take such action.
(g) Subject to the provisions of this Section 5.02 regarding
transfer and exchange, transfers of the Global Certificates shall be limited to
transfers of such Global Certificates in whole, but not in part, to nominees of
the Depository or to a successor of the Depository or such successor's nominee.
(h) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02 other than for transfers to
Institutional Accredited Investors, as provided herein. In connection with any
transfer to an Institutional Accredited Investor, the transferor shall reimburse
the Trust Fund for any costs (including the cost of the Certificate Registrar's
counsel's review of the documents and any legal opinions, submitted by the
transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
(i) The Certificate Registrar may as a condition of the registration
of any transfer of the Private Certificates or the Class R and Class LR
Certificates require the transferor to furnish other certifications, legal
opinions or other information (at the transferor's expense) as it may reasonably
require to confirm that the proposed transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Act and other applicable laws.
(j) Neither the Depositor, the Master Servicer, the Special
Servicer, the Trustee nor the Certificate Registrar is obligated to register or
qualify the Private Certificates or the Class R Certificates under the Act or
any other securities law or to take any action not otherwise required under this
Agreement to permit the transfer of such Certificates without registration or
qualification. Any such Certificateholder desiring to effect such transfer
shall, and does hereby agree to, indemnify the Depositor, the Master Servicer,
the Special Servicer, the Trustee and the Certificate Registrar against any
loss, liability or reasonable expense that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.
(k) No transfer of any Class L, Class M, Class N, Class O, Class P,
Class Q, Class S, Class R or Class LR Certificate (each, a "Restricted
Certificate") shall be made to (i) an employee benefit plan or other retirement
arrangement, including an individual retirement account or a Xxxxx plan, which
is subject to Title I of ERISA or Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA) that is 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 (ii) a
collective investment fund in which such Plans are invested, an insurance
company that is using assets of separate accounts or general accounts which
include assets of Plans (or which are deemed pursuant to ERISA or Similar Law to
include assets of Plans) or other Person acting on behalf of any such Plan or
using the assets of any such Plan to acquire any such Restricted Certificate,
other than (with respect to any transfer of a Restricted Certificate that is a
Subordinate Certificate) an insurance company investing the assets of its
general account under circumstances whereby the purchase and holding of such
Restricted Certificate by such insurance company would be exempt from the
prohibited transaction provisions of ERISA and Section 4975 of the Code under
Prohibited Transaction Class Exemption 95-60. Each prospective transferee of a
Restricted Certificate that takes the form of an Individual Certificate shall
either (1) deliver to the Depositor, the Certificate Registrar and the Trustee a
representation letter, substantially in the form of Exhibit D-2 hereto, stating
that the prospective transferee is not a Person referred to in (i) or (ii) above
or (2) in the event the transferee is such a Person, except in the case of a
Residual Certificate, which may not be transferred unless the transferee
represents it is not such a Person, the prospective transferee shall provide to
the Depositor, the Trustee and the Certificate Registrar an opinion of counsel
which establishes to the satisfaction of the Depositor, the Trustee and the
Certificate Registrar that the purchase or holding of the Restricted
Certificates by or on behalf of a Plan will not constitute or result in a
non-exempt prohibited transaction within the meaning of ERISA or Section 4975 of
the Code, or a materially similar characterization under any Similar Law, and
will not subject the Master Servicer, the Special Servicer, the Depositor, the
Trustee, the Paying Agent, the Initial Purchaser or the Certificate Registrar to
any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any Similar Law) in addition to those set forth in
this Agreement, which opinion of counsel shall not be an expense of the Trustee,
the Trust Fund, the Master Servicer, the Special Servicer, the Certificate
Registrar or the Depositor. The Certificate Registrar shall not register the
transfer of an Individual Certificate that is a Restricted Certificate unless
the transferee has provided the representation letter or opinion of counsel
referred to in the preceding sentence. The transferee of a beneficial interest
in a Global Certificate that is a Restricted Certificate shall be deemed to
represent that it is not a Person or entity referred to in (i) or (ii) above.
Any transfer of a Restricted Certificate that would result in a prohibited
transaction under ERISA or Section 4975 of the Code, or a materially similar
characterization under any Similar Law, shall be deemed absolutely null and void
ab initio.
(l) Each Person who has or acquires any Ownership Interest shall be
deemed by the acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions and the rights of each Person
acquiring any Ownership Interest are expressly subject to the following
provisions:
(i) Each Person acquiring or holding any Ownership Interest shall be
a Permitted Transferee and shall not acquire or hold such Ownership
Interest as agent (including a broker, nominee or other middleman) on
behalf of any Person that is not a Permitted Transferee. Any such Person
shall promptly notify the Certificate Registrar of any change or impending
change in its status (or the status of the beneficial owner of such
Ownership Interest) as a Permitted Transferee. Any acquisition described
in the first sentence of this Section 5.02(l) by a Person who is not a
Permitted Transferee or by a Person who is acting as an agent of a Person
who is not a Permitted Transferee shall be void and of no effect, and the
immediately preceding owner who was a Permitted Transferee shall be
restored to registered and beneficial ownership of the Ownership Interest
as fully as possible.
(ii) No Ownership Interest may be Transferred, and no such Transfer
shall be registered in the Certificate Register, without the express
written consent of the Certificate Registrar, and the Certificate
Registrar shall not recognize the Transfer, and such proposed Transfer
shall not be effective, without such consent with respect thereto. In
connection with any proposed Transfer of any Ownership Interest, the
Certificate Registrar shall, as a condition to such consent, (x) require
delivery to it in form and substance satisfactory to it, and the proposed
transferee shall deliver to the Certificate Registrar and to the proposed
transferor an affidavit in substantially the form attached as Exhibit C-1
(a "Transferee Affidavit") of the proposed transferee (a) that such
proposed transferee is a Permitted Transferee and (b) stating that (i) the
proposed transferee historically has paid its debts as they have come due
and intends to do so in the future, (ii) the proposed transferee
understands that, as the holder of an Ownership Interest, it may incur
liabilities in excess of cash flows generated by the residual interest,
(iii) the proposed transferee intends to pay taxes associated with holding
the Ownership Interest as they become due, (iv) the proposed transferee
will not transfer the Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed transferee has
actual knowledge that such Person is not a Permitted Transferee or is
acting as an agent (including a broker, nominee or other middleman) for a
Person that is not a Permitted Transferee, (v) the proposed transferee
will not cause income with respect to the Ownership Interest to be
attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of such person or any
other U.S. Person, and (vi) the proposed transferee expressly agrees to be
bound by and to abide by the provisions of this Section 5.02(l) and (y)
other than in connection with the initial issuance of the Class R and
Class LR Certificates, require a statement from the proposed transferor
substantially in the form attached as Exhibit C-2 (the "Transferor
Letter"), that the proposed transferor has no actual knowledge that the
proposed transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed transferee's statements in
the preceding clauses (x)(b)(i) or (iii) are false.
(iii) Notwithstanding the delivery of a Transferee Affidavit by a
proposed transferee under clause (ii) above, if a Responsible Officer of
the Certificate Registrar has actual knowledge that the proposed
transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be
registered on the Certificate Register; provided, however, that the
Certificate Registrar shall not be required to conduct any independent
investigation to determine whether a proposed transferee is a Permitted
Transferee. Upon notice to the Certificate Registrar that there has
occurred a Transfer to any Person that is a Disqualified Organization or
an agent thereof (including a broker, nominee, or middleman) in
contravention of the foregoing restrictions, and in any event not later
than 60 days after a request for information from the transferor of such
Ownership Interest, or such agent, the Certificate Registrar and the
Trustee agree to furnish to the IRS and the transferor of such Ownership
Interest or such agent such information necessary to the application of
Section 860E(e) of the Code as may be required by the Code, including, but
not limited to, the present value of the total anticipated excess
inclusions with respect to such Class R Certificate (or portion thereof)
for periods after such Transfer. At the election of the Certificate
Registrar and the Trustee, the Certificate Registrar and the Trustee may
charge a reasonable fee for computing and furnishing such information to
the transferor or to such agent referred to above; provided, however, that
such Persons shall in no event be excused from furnishing such
information.
Section 5.03 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 Certificate Registrar such security or indemnity as may be required by it to
save it, the Trustee and the Master Servicer harmless, then, in the absence of
actual knowledge by a Responsible Officer of the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee or the
Authenticating Agent shall execute and authenticate and the Certificate
Registrar shall deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of the same Class and
of like tenor and Percentage Interest. Upon the issuance of any new Certificate
under this Section 5.03, 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 Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership of the corresponding interest in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
Section 5.04 Appointment of Paying Agent. The Trustee may appoint a
paying agent for the purpose of making distributions to Certificateholders
pursuant to Section 4.01. The Trustee shall cause such Paying Agent, if other
than the Trustee or the Master Servicer, to execute and deliver to the Master
Servicer and the Trustee an instrument in which such Paying Agent shall agree
with the Master Servicer and the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in trust for the benefit
of the Certificateholders entitled thereto until such sums have been paid to the
Certificateholders or disposed of as otherwise provided herein. The initial
Paying Agent shall be the Trustee. Except for Xxxxx Fargo Bank, N.A., as the
initial Paying Agent, the Paying Agent shall at all times be an entity having a
long-term unsecured debt rating of at least "A" by S&P, "A2" by Xxxxx'x and "A"
by Fitch, or shall be otherwise acceptable to each Rating Agency.
Section 5.05 Access to Certificateholders' Names and Addresses.
(a) If any Certificateholder, Companion Loan Noteholder or the
Master Servicer (for purposes of this Section 5.05, an "Applicant") applies or
requests in writing to the Certificate Registrar, and such application or
request states that the Applicant desires to communicate with the
Certificateholders, the Certificate Registrar shall promptly furnish or cause to
be furnished to such Applicant a list of the names and addresses of the
Certificateholders as of the most recent Record Date, at the expense of the
Applicant.
(b) Every Certificateholder, by receiving and holding its
Certificate, agrees with the Trustee that the Trustee and the Certificate
Registrar shall not be held accountable in any way by reason of the disclosure
of any information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 5.06 Actions of Certificateholders.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by
agent duly appointed in writing; and except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, when required, to the Depositor, the Master
Servicer or the Special Servicer. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee, the Depositor, the
Special Servicer and the Master Servicer, if made in the manner provided in this
Section.
(b) The fact and date of the execution by any Certificateholder of
any such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient.
(c) Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Certificateholder shall bind every Holder of every
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be done,
by the Trustee, the Depositor, the Special Servicer or the Master Servicer in
reliance thereon, whether or not notation of such action is made upon such
Certificate.
(d) The Trustee or Certificate Registrar may require such additional
proof of any matter referred to in this Section 5.06 as it shall deem necessary.
Section 5.07 Authenticating Agent. The Trustee may appoint an
Authenticating Agent to execute and to authenticate Certificates. The
Authenticating Agent must be acceptable to the Depositor and must be a
corporation organized and doing business under the laws of the United States of
America or any state, having a principal office and place of business in a state
and city acceptable to the Depositor, having a combined capital and surplus of
at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities. The
Trustee shall serve as the initial Authenticating Agent and the Trustee hereby
accepts such appointment.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall 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.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee and the Depositor.
The Trustee may at any time terminate the agency of the Authenticating Agent by
giving written notice of termination to the Authenticating Agent and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time the Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 5.07, the Trustee promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Depositor, and shall mail notice of such appointment to all Certificateholders.
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 herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 5.07.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
compensation paid to the Authenticating Agent shall be an unreimbursable expense
of the Trustee. 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.
Section 5.08 Appointment of Custodians. The Trustee may appoint one
or more Custodians to hold all or a portion of the Mortgage Files as agent for
the Trustee, by entering into a Custodial Agreement. The Trustee agrees to
comply with the terms of each Custodial Agreement and to enforce the terms and
provisions thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000, shall have a long-term debt rating of at least
"BBB" by S&P, "Baa" from Xxxxx'x and "BBB" from Fitch, and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.07. Any
compensation paid to the Custodian shall be an unreimbursable expense of the
Trustee. The Trustee shall serve as the initial Custodian. The Custodian, if the
Custodian is not the Trustee, shall maintain a fidelity bond in the form and
amount that are customary for securitizations similar to the securitization
evidenced by this Agreement, with the Trustee named as loss payee. The Custodian
shall be deemed to have complied with this provision if one of its respective
Affiliates has such fidelity bond coverage and, by the terms of such fidelity
bond, the coverage afforded thereunder extends to the Custodian. In addition,
the Custodian shall keep in force during the term of this Agreement a policy or
policies of insurance covering loss occasioned by the errors and omissions of
its officers and employees in connection with its obligations hereunder in the
form and amount that are customary for securitizations similar to the
securitization evidenced by this Agreement, with the Trustee named as loss
payee. All fidelity bonds and policies of errors and omissions insurance
obtained under this Section 5.08 shall be issued by a Qualified Insurer, or by
any other insurer, that, as confirmed by each Rating Agency in writing to the
Trustee, would not in and of itself result in the downgrade, withdrawal or
qualification of any of the ratings assigned to any Class of Certificates. The
appointment of a Custodian shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible for all acts and
omissions of the Custodian.
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER
Section 6.01 Liability of the Depositor, the Master Servicer and the
Special Servicer. The Depositor, the Master Servicer and the Special Servicer
each shall be liable in accordance herewith only to the extent of the
obligations specifically imposed by this Agreement. Each of the Master Servicer
and the Special Servicer shall indemnify the Depositor, and any employee,
director or officer of the Depositor, the Trust Fund and the Companion Loan
Noteholders and hold the Depositor and any employee, director or officer of the
Depositor, and the Trust Fund harmless against any loss, liability or reasonable
expense incurred by such parties (i) in connection with any willful misconduct,
bad faith, fraud or negligence in the performance of duties of the Master
Servicer or the Special Servicer, as the case may be, or by reason of reckless
disregard of the Master Servicer's or Special Servicer's, as the case may be,
obligations or duties hereunder, or (ii) as a result of the breach by the Master
Servicer or the Special Servicer, as the case may be, of any of its
representations or warranties contained herein. The Depositor shall indemnify
the Trust Fund and the Master Servicer and the Special Servicer, and any
employee, director or officer of either the Master Servicer or the Special
Servicer and hold the Trust Fund and the Master Servicer and the Special
Servicer and any employee, director or officer of either the Master Servicer or
the Special Servicer harmless against any loss, liability or reasonable expense
incurred by such parties (i) in connection with any willful misconduct, bad
faith, fraud or negligence in the performance of duties of the Depositor or by
reason of reckless disregard of the Depositor obligations or duties hereunder,
or (ii) as a result of the breach by the Depositor of any of its representations
or warranties contained herein.
Section 6.02 Merger or Consolidation of the Master Servicer and the
Special Servicer. Subject to the following paragraph, each of the Master
Servicer and the Special Servicer shall keep in full effect its existence,
rights and good standing as a national banking association or a corporation
under the laws of the state of its organization and shall not jeopardize its
ability to do business in each jurisdiction in which the Mortgaged Properties
are located or to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.
Each of 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 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 it shall be a party,
or any Person succeeding to its business, shall be the successor of the Master
Servicer or the Special Servicer, as applicable, hereunder, and shall be deemed
to have assumed all of the liabilities of the Master Servicer or the Special
Servicer, as applicable, hereunder, if each of the Rating Agencies has confirmed
in writing that such merger or consolidation or transfer of assets and
succession, in and of itself, will not cause a downgrade, qualification or
withdrawal of the then current ratings assigned by such Rating Agency to any
Class of Certificates.
Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer and Others. Subject to Section 6.01, neither the
Depositor, the Master Servicer, the Special Servicer nor any of the directors,
officers, employees or agents of the Depositor the Master Servicer or the
Special Servicer shall be under any liability to the Trust Fund, the
Certificateholders or the Companion Loan Noteholders for any action taken, or
for refraining from the taking of any action, in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor or the Master Servicer or the Special Servicer
or any such Person against liability which would be imposed by reason of (i) any
breach of warranty or representation with respect to such respective party or
(ii) any willful misconduct, bad faith, fraud or negligence in the performance
of duties or by reason of negligent disregard of obligations or duties hereunder
with respect to such respective party. The Depositor, the Master Servicer, the
Special Servicer and any director, 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 appropriate Person respecting any matters arising hereunder. The Depositor,
the Master Servicer, the Special Servicer and any director, officer, employee or
agent of the Depositor or the Master Servicer or the Special Servicer shall be
indemnified and held harmless by the Trust Fund (which indemnification amounts
shall be payable out of the Collection Account or the applicable Whole Loan
Custodial Account if with respect to a Serviced Whole Loan and then out of the
Collection Account, provided that, to the extent that the amount relates to a
Serviced Whole Loan, is required under the related Intercreditor Agreement to be
borne by the holder of a related Subordinate Companion Loan and is paid from the
Collection Account because funds on deposit in the related Whole Loan Custodial
Account are insufficient to pay such indemnification, then the Master Servicer
shall from time to time thereafter use amounts otherwise payable to the holder
of such Subordinate Companion Loan to deposit into the Collection Account in the
amount so paid from the Collection Account) against any loss, liability or
expense (including reasonable legal fees and expenses) incurred in connection
with, or relating to, this Agreement or the Certificates, other than any loss,
liability or expense (including reasonable legal fees and expenses) (i) incurred
by reason of willful misconduct, bad faith, fraud or negligence in the
performance of duties hereunder or by reason of negligent disregard of
obligations or duties hereunder, in each case by the Person being indemnified,
(ii) with respect to any such party, resulting from the breach by such party of
any of its representations or warranties contained herein, (iii) specifically
required to be borne by the party seeking indemnification, without right of
reimbursement pursuant to the terms hereof or (iv) which constitutes a Property
Advance that is otherwise reimbursable hereunder. Neither the Depositor nor the
Master Servicer nor the Special Servicer shall be under any obligation to appear
in, prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and in its opinion does not expose it to
any expense or liability for which reimbursement is not reasonably assured;
provided, however, that the Depositor or the Master Servicer or the Special
Servicer may in its discretion undertake any such action related to its
obligations hereunder which it may deem necessary or desirable with respect to
this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders hereunder. In such event, the reasonable legal
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund (payable out of the Collection
Account or the applicable Whole Loan Custodial Account if with respect to a
Serviced Whole Loan and then out of the Collection Account, provided that to the
extent that the amount relates to a Serviced Whole Loan, is required under the
related Intercreditor Agreement to be borne by the holder of a related
Subordinate Companion Loan and is paid from the Collection Account because funds
on deposit in the related Whole Loan Custodial Account are insufficient to pay
such indemnification, then the Master Servicer shall from time to time
thereafter use amounts otherwise payable to the holder of such Subordinate
Companion Loan to deposit into the Collection Account in the amount so paid from
the Collection Account), and the Depositor, the Master Servicer and the Special
Servicer shall be entitled to be reimbursed therefor from the Collection Account
as provided in Section 3.06 of this Agreement.
The Other Master Servicer, the Other Special Servicer, the Other
Depositor, the Other Trustee, and any of their respective directors, officers,
employees or agents (collectively, the "Other Indemnified Parties"), shall be
indemnified by the Trust and held harmless against the Trust's pro rata share
(subject to the related Intercreditor Agreement) of any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to the Non-Serviced Mortgage Loan
under the Other Pooling Agreement or this Agreement (but excluding any such
items allocable to the Non-Serviced Companion Loan), reasonably requiring the
use of counsel or the incurring of expenses other than any losses incurred by
reason of any Other Indemnified Party's willful misfeasance, bad faith or
negligence in the performance of duties or by reason of negligent disregard of
obligations and duties under the Other Pooling Agreement.
Section 6.04 Limitation on Resignation of the Master Servicer or
Special Servicer.
(a) Each of the Master Servicer and the Special Servicer (in the
case of the Special Servicer only, with the consent of the Controlling Class
Representative) may assign its respective rights and delegate its respective
duties and obligations under this Agreement, and provided, that, with respect to
either the Master Servicer or the Special Servicer: (i) the purchaser or
transferee accepting such assignment and delegation (A) shall be an established
mortgage finance institution, bank or mortgage servicing institution, organized
and doing business under the laws of any state of the United States, the
District of Columbia or the United States, authorized under such laws to perform
the duties of a servicer of mortgage loans or a Person resulting from a merger,
consolidation or succession that is permitted under Section 6.02, and (B) shall
execute and deliver to the Trustee an agreement which contains an assumption by
such Person of the due and punctual performance and observance of each covenant
and condition to be performed or observed by the Master Servicer or the Special
Servicer, as the case may be, under this Agreement from and after the date of
such agreement; (ii) as confirmed by a letter from each Rating Agency delivered
to the Trustee, each Rating Agency's rating or ratings of the Regular
Certificates in effect immediately prior to such assignment, sale, transfer or
delegation will not be qualified, downgraded or withdrawn as a result of such
assignment, sale, transfer or delegation; (iii) the Master Servicer or the
Special Servicer shall not be released from its obligations under this Agreement
that arose prior to the effective date of such assignment and delegation under
this Section 6.04; (iv) the rate at which the Servicing Fee or Special Servicing
Compensation, as applicable (or any component thereof) is calculated shall not
exceed the rate then in effect; and (v) the resigning Master Servicer or Special
Servicer, as applicable, shall be responsible for the reasonable costs and
expenses of each other party hereto and the Rating Agencies in connection with
such transfer. Upon acceptance of such assignment and delegation, the purchaser
or transferee shall be the successor Master Servicer or Special Servicer, as
applicable, hereunder.
(b) Except as provided in this Section 6.04, the Master Servicer and
the Special Servicer shall not resign from their respective obligations and
duties hereby imposed on them except upon determination that such duties
hereunder are no longer permissible under applicable law. Any such determination
permitting the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel (obtained at the
resigning Master Servicer's or Special Servicer's expense) to such effect
delivered to the Trustee.
No resignation or removal of the Master Servicer or the Special
Servicer as contemplated herein shall become effective until the Trustee or a
successor Master Servicer or Special Servicer shall have assumed the Master
Servicer's or the Special Servicer's responsibilities, duties, liabilities and
obligations hereunder. If no successor Master Servicer or Special Servicer can
be obtained to perform such obligations for the same compensation to which the
terminated Master Servicer or Special Servicer would have been entitled,
additional amounts payable to such successor Master Servicer or Special Servicer
shall be treated as a shortfall resulting in Realized Losses.
Section 6.05 Rights of the Depositor, the Trustee and the Companion
Loan Noteholders in Respect of the Master Servicer and Special Servicer. The
Master Servicer and the Special Servicer shall afford the Depositor, the
Trustee, the Companion Loan Noteholders (or the related securitization trustees)
and the Rating Agencies, upon reasonable notice, during normal business hours
access to all records maintained by it in respect of its rights and obligations
hereunder and access to its officers responsible for such obligations, if
reasonably related to the performance of the obligations of such Person under
this Agreement. Upon request, if reasonably related to the performance of the
obligations of such Person under this Agreement, the Master Servicer and the
Special Servicer shall furnish to the Depositor, each of the Underwriters, the
Master Servicer, the Special Servicer, the Trustee and the Companion Loan
Noteholders its most recent publicly available annual financial statements. The
Depositor may, but is not obligated to, enforce the obligations of the Master
Servicer or the Special Servicer hereunder which are in default and may, but is
not obligated to, perform, or cause a designee to perform, any defaulted
obligation of such Person hereunder or exercise its rights hereunder, provided
that the Master Servicer and the Special Servicer shall not be relieved of any
of its obligations hereunder by virtue of such performance by the Depositor or
its designee. In the event the Depositor or its designee undertakes any such
action it will be reimbursed by the Trust Fund from the Collection Account as
provided in Section 3.06 and Section 6.03 hereof to the extent not recoverable
from the Master Servicer or Special Servicer, as applicable. Neither the
Depositor nor the Trustee and neither the Master Servicer, with respect to the
Special Servicer, nor the Special Servicer, with respect to the Master Servicer,
shall have any responsibility or liability for any action or failure to act by
the Master Servicer or the Special Servicer and neither such Person is obligated
to monitor or supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise. Neither the Master Servicer nor the
Special Servicer shall have any responsibility or liability for any action or
failure to act by the Depositor or the Trustee and neither such Person is
obligated to monitor or supervise the performance of the Depositor or the
Trustee under this Agreement or otherwise.
Each of the Trustee, the Depositor, the Master Servicer, and the
Special Servicer shall furnish such reports, certifications and information as
are reasonably requested by the Trustee, the Depositor, the Master Servicer or
the Special Servicer, as applicable, in order to enable such requesting party to
perform its duties hereunder, provided that for the avoidance of doubt, this
shall not require any Person to prepare any reports, Certificates and
information not required to be prepared hereunder.
Neither the Master Servicer nor the Special Servicer shall be under
any obligation to disclose confidential or proprietary information pursuant to
this Section.
Section 6.06 Master Servicer or Special Servicer as Owner of a
Certificate. The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the Holder
(or with respect to a Global Certificate, Beneficial Owner) of any Certificate
with the same rights it would have if it were not the Master Servicer or the
Special Servicer or an Affiliate thereof, except as otherwise expressly provided
herein. 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 or
Beneficial Owner of any Certificate, the Master Servicer or the Special Servicer
proposes to take action (including for this purpose, omitting to take action)
that (i) is not expressly prohibited by the terms hereof and would not, in the
Master Servicer's or the Special Servicer's good faith judgment, violate the
Servicing Standard, and (ii) 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, the Master Servicer or the Special
Servicer may seek the approval of the Certificateholders and any affected
Companion Loan Noteholder to such action by delivering to the Trustee a written
notice that (i) states that it is delivered pursuant to this Section 6.06, (ii)
identifies the Percentage Interest in each Class of Certificates beneficially
owned by the Master Servicer or the Special Servicer or an Affiliate of the
Master Servicer or the Special Servicer, and (iii) 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) and any affected Companion Loan Noteholder shall have consented in
writing 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,
such action shall be deemed to comply with the Servicing Standard. The Trustee
shall be entitled to reimbursement from the Master Servicer or the Special
Servicer, as applicable, of 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,
except in the case of unusual circumstances.
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 any deposit or
payment required to be made by the Master Servicer to the Collection
Account or Whole Loan Custodial Account or to the holder of a Serviced
Companion Loan on the day and by the time such deposit or remittance is
required to be made under the terms of 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, any
Distribution Account 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 any REO
Account, within two Business Days after such deposit is required to be
made or to remit to the Master Servicer for deposit into the Collection
Account, or the Whole Loan Custodial Account, as applicable, to deposit
into, or to remit to the Trustee for deposit into, the Lower-Tier
Distribution Account any amount required to be so deposited or remitted by
the Special Servicer pursuant to, and within one Business Day after the
time specified by, the terms of this Agreement; or
(iii) any failure on the part of the Master Servicer or the Special
Servicer duly to observe or perform in any material respect any of its
other covenants or obligations contained in this Agreement which continues
unremedied for a period of 30 days (3 days in the case of the Master
Servicer's failure to make a Property Advance or 15 days in the case of a
failure to pay the premium for any insurance policy required to be
maintained under this Agreement or as may be required to avoid the
commencement of foreclosure proceedings for unpaid real estate taxes or
the lapse of insurance, as applicable) after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Master Servicer or the Special Servicer, as the case may be,
by any other party hereto if affected thereby or by any Companion Loan
Noteholder, with a copy to each other party to this Agreement or by the
Holders of Certificates of any Class evidencing, as to such Class, not
less than 25% of the Voting Rights or, if affected thereby, a Companion
Loan Noteholder; provided, however, if such failure is capable of being
cured and the Master Servicer or Special Servicer, as applicable, is
diligently pursuing such cure, such 30-day period will be extended an
additional 60 days; provided that the Master Servicer, or Special
Servicer, as applicable, has commenced to cure such failure within the
initial 30-day period and has certified that it has diligently pursued,
and is continuing to pursue, a full cure; or
(iv) any breach on the part of the Master Servicer or the Special
Servicer of any representation or warranty contained in this Agreement,
which materially and adversely affects the interests of any Class of
Certificateholders or any Companion Loan Noteholder and which continues
unremedied for a period of 30 days after the date on which notice of such
breach, requiring the same to be remedied, has been given to the Master
Servicer or the Special Servicer, as the case may be, by the Depositor or
the Trustee, or to the Master Servicer, the Special Servicer, the
Depositor and the Trustee or by the Holders of Certificates entitled to
not less than 25% of the Voting Rights or, if affected thereby, a
Companion Loan Noteholder; provided, however, if such breach is capable of
being cured and the Master Servicer or Special Servicer, as applicable, is
diligently pursuing such cure, such 30-day period will be extended an
additional 60 days; provided that the Master Servicer, or Special
Servicer, as applicable, has commenced to cure such failure within the
initial 30-day period and has certified that it has diligently pursued,
and is continuing to pursue, a full cure; 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, as applicable, 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, as applicable,
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 the Master Servicer or the Special Servicer or of or relating
to all or substantially all of its property; or
(vii) the Master Servicer or the Special Servicer, as applicable,
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) Xxxxx'x places its ratings of any Class of Certificates on a
"watch" status in contemplation of a ratings downgrade or withdrawal,
citing master servicing or special servicing concerns, as applicable, as
the sole or a material factor in such rating action and such "watch"
status is not rescinded within 60 days (or such longer period as would
not, as confirmed by Xxxxx'x in writing, result in a qualification,
downgrade or withdrawal of one or more ratings assigned by such Rating
Agency to the Certificates); or
(ix) Xxxxx'x downgrades the then current ratings of any Class of
Certificates, citing master servicing or special servicing concerns, as
applicable, as the sole or a material factor in such downgrade; or
(x) the Trustee shall have received a written notice from Fitch
(which the Trustee shall promptly forward to the Master Servicer or the
Special Servicer, as applicable), to the effect that if the Master
Servicer or the Special Servicer, as applicable, continues to act in such
capacity, the rating or ratings on one or more Classes of Certificates
will be downgraded or withdrawn, citing servicing concerns relating to the
Master Servicer or the Special Servicer, as the case may be, as the sole
or material factor in such action; provided, such Master Servicer or
Special Servicer, as applicable, shall have ninety (90) days to resolve
such matters to the satisfaction of Fitch (or such longer time period as
may be agreed to in writing by Fitch) prior to the replacement of the
Master Servicer or the Special Servicer or the downgrade of any Class of
Certificates; or
(xi) the Master Servicer or the Special Servicer is removed from
S&P's Select Servicer List as a U.S. Commercial Mortgage Master Servicer
or a U.S. Commercial Mortgage Special Servicer, as applicable, and any of
the ratings assigned by S&P to the series 2007-GG10 certificates or any
securities backed by the Pari Passu Companion Loan is qualified,
downgraded or withdrawn in connection with that removal and the Master
Servicer or Special Servicer is not reinstated to such status on such
Select Servicer List within 60 days; or
(xii) the Master Servicer, or any primary servicer or Sub-Servicer
appointed by the Master Servicer after the Closing Date (but excluding any
Sub-Servicer set forth on Exhibit Y), shall fail to deliver during any
period in which the Trust is subject to the reporting requirements of the
Exchange Act the items required to be delivered by this Agreement to
enable the Trustee or Depositor to comply with the Trust's reporting
obligations under the Exchange Act within 5 Business Days of such failure
to comply with Article X;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied, the Trustee may, and at the written direction of the Holders
of at least 25% of the aggregate Voting Rights of all Certificates shall,
terminate the Master Servicer or the Special Servicer, as applicable.
Notwithstanding anything to the contrary, it shall not be an Event of Default
under clauses (i), (ii), (iii) and (iv) above if the failure or event only has
an adverse effect on a Companion Loan or Companion Loan Noteholder, however, the
Companion Loan Noteholders shall have the remedies set forth in Section (d)
below with respect to such failure or event.
In the event that the Master Servicer is also the Special Servicer
and the Master Servicer is terminated as provided in this Section 7.01, the
Master Servicer shall also be terminated as Special Servicer.
(b) If the Master Servicer receives notice of termination under
Section 7.01(c) solely due to an Event of Default under Section 7.01(a)(viii),
(ix), (x) or (xi) and if the Master Servicer to be terminated pursuant to
Section 7.01(c) provides the Trustee with the appropriate "request for proposal"
materials within five (5) Business Days following such termination notice, then
the Master Servicer shall continue to service as Master Servicer hereunder until
a successor Master Servicer is selected in accordance with this Section 7.01(b).
Upon receipt of the "request for proposal" materials, Trustee shall promptly
thereafter (using such "request for proposal" materials provided by the Master
Servicer pursuant to Section 7.01(c)) solicit good faith bids for the rights to
service the Mortgage Loans and the Serviced Whole 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 (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 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 service the Mortgage 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 notice of termination of the Master Servicer. The materials provided
to the Trustee shall provide for soliciting bids: (i) on the basis of such
successor Master Servicer retaining all sub-servicers to continue the primary
servicing of the Mortgage Loans and the Serviced Whole Loans pursuant to the
terms of the respective sub-servicing agreements and entering into a
sub-servicing agreement with the terminated Master Servicer to sub-service each
Mortgage Loan and the Serviced Whole Loans not subject to a sub-servicing
agreement at a sub-servicing fee rate equal to the Servicing Fee Rate minus
0.01% (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
pursuant to the terms of the applicable sub-servicing agreement (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; provided, however, that if the Trustee does not receive
confirmation in writing by each Rating Agency that the appointment of such
Successful Bidder as successor Master Servicer will not result in the
withdrawal, downgrade, or qualification of the rating assigned by the Rating
Agency to any class of Certificates then rated by the Rating Agency within 10
days after the selection of such Successful Bidder, then the Trustee shall
repeat the bid process described above (but subject to the above-described
45-day time period) until such confirmation is obtained. The Trustee shall
direct the Successful Bidder to enter into this Agreement as successor Master
Servicer pursuant to the terms hereof no later than 45 days after notice of the
termination of the Master Servicer.
Upon the assignment and acceptance of master servicing rights
hereunder (subject to the terms of Section 3.12) 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 Master Servicer to be terminated
pursuant to Section 7.01(c), 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 Master Servicer to be terminated pursuant to Section 7.01(c)
shall be responsible for all out-of-pocket expenses incurred in connection with
the attempt to sell its rights to service the Mortgage Loans and the Serviced
Whole 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 the above-described time period or no
Successful Bidder was identified within the above-described time period, the
Master Servicer to be terminated pursuant to Section 7.01(c) 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(b). The Trustee thereafter may act or may
select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.
(c) In the event that the Master Servicer or the Special Servicer is
terminated pursuant to this Section 7.01, the Trustee shall, by notice in
writing to the Master Servicer or the Special Servicer, as the case may be (the
"Terminated Party"), terminate all of its rights and obligations under this
Agreement and in and to the Mortgage Loans and Serviced Whole Loans and the
proceeds thereof, other than any rights the Master Servicer or Special Servicer
may have hereunder as a Certificateholder and any rights or obligations that
accrued prior to the date of such termination (including the right to receive
all amounts accrued or owing to it under this Agreement, plus interest at the
Advance Rate on such amounts until received to the extent such amounts bear
interest as provided in this Agreement, with respect to periods prior to the
date of such termination and the right to the benefits of Section 6.03 and
subsection (b) above notwithstanding any such termination). On or after the
receipt by the Terminated Party of such written notice, all of its authority and
power under this Agreement, whether with respect to the Certificates (except
that the Terminated Party shall retain its rights as a Certificateholder in the
event and to the extent that it is a Certificateholder) or the Mortgage Loans
and Serviced Whole Loans 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 Terminated 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 Mortgage Loans and Serviced Whole Loans and related documents, or otherwise.
The Master Servicer and the Special Servicer each agrees that, in the event it
is terminated pursuant to this Section 7.01, to promptly (and in any event no
later than ten Business Days subsequent to such notice) provide, at its own
expense, the Trustee with all documents and records requested by the Trustee to
enable the Trustee to assume its functions hereunder, and to cooperate with the
Trustee and the successor to its responsibilities hereunder in effecting the
termination of its responsibilities and rights hereunder, including, without
limitation, the transfer to the successor Master Servicer or successor Special
Servicer or the Trustee, as applicable, for administration by it of all cash
amounts which shall at the time be or should have been credited by the Master
Servicer or the Special Servicer to the Collection Account, any Whole Loan
Custodial Account, any REO Account or Lock-Box Account shall thereafter be
received with respect to the Mortgage Loans and Serviced Whole Loans, and shall
promptly provide the Trustee or such successor Master Servicer or Special
Servicer (which may include the Trustee), as applicable, all documents and
records reasonably requested by it, such documents and records to be provided in
such form as the Trustee or such successor Master Servicer or Special Servicer
shall reasonably request (including electromagnetic form), to enable it to
assume the Master Servicer's or Special Servicer's function hereunder. All
reasonable costs and expenses of the Trustee or the successor Master Servicer or
successor Special Servicer incurred in connection with transferring the Mortgage
Files to the successor Master Servicer or Special Servicer and amending this
Agreement to reflect such succession as successor Master Servicer or successor
Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor
Master Servicer or the Special Servicer, as applicable, upon presentation of
reasonable documentation of such costs and expenses. If the predecessor Master
Servicer or Special Servicer (as the case may be) has not reimbursed the Trustee
or the successor Master Servicer or Special Servicer for such expenses within 90
days after the presentation of reasonable documentation, such expense shall be
reimbursed by the Trust Fund; provided that the Terminated Party shall not
thereby be relieved of its liability for such expenses.
(d) Notwithstanding Section 7.01(c), if any Event of Default on the
part of the Master Servicer occurs that affects a Companion Loan Noteholder of a
Serviced Whole Loan and the Master Servicer is not otherwise terminated in
accordance with Section 7.01(c), 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(c), 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 Whole Loan is 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 Whole Loan. In connection
with the Master Servicer's appointment of any 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 downgrade qualification or withdrawal of the then current
rating with respect to the Certificates or any certificate issued pursuant to a
securitization of any Serviced Pari Passu Companion Loan. 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 Whole Loan, except that the Master Servicer shall be entitled to retain
a portion of the Servicing Fee for the Mortgage Loan in the related Whole Loan
calculated at 0.01% per annum. Such sub-servicing agreement (a) may be
terminated without cause and without payment of any fee and (b) shall also
provide that such sub-servicer shall agree to become the master servicer under a
separate servicing agreement for the applicable Whole Loan in the event that the
applicable Whole Loan 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 Whole Loan and the related 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 downgrade qualification or withdrawal of the then current rating with
respect to the Certificates (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 7.01(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 receives a notice of
termination pursuant to Section 7.01, the Trustee shall be its successor in all
respects in its capacity as Master Servicer or Special Servicer under this
Agreement and the transactions set forth or provided for herein and, except as
provided herein, shall be subject to all the responsibilities, duties,
limitations on liability and liabilities relating thereto and arising thereafter
placed on the Master Servicer or Special Servicer by the terms and provisions
hereof; provided, however, that (i) the Trustee shall have no responsibilities,
duties, liabilities or obligations with respect to any act or omission of the
Master Servicer or Special Servicer and (ii) any failure to perform, or delay in
performing, such duties or responsibilities caused by the Terminated Party's
failure to provide, or delay in providing, records, tapes, disks, information or
moneys shall not be considered a default by such successor hereunder. The
Trustee, as successor Master Servicer or successor Special Servicer, shall be
indemnified to the full extent provided the Master Servicer or Special Servicer,
as applicable, under this Agreement prior to the Master Servicer's or the
Special Servicer's termination. The appointment of a successor Master Servicer
or successor Special Servicer shall not affect any liability of the predecessor
Master Servicer or Special Servicer which may have arisen prior to its
termination as Master Servicer or Special Servicer. The Trustee shall not be
liable for any of the representations and warranties of the Master Servicer or
Special Servicer herein or in any related document or agreement, for any acts or
omissions of the predecessor Master Servicer or predecessor Special Servicer or
for any losses incurred in respect of any Permitted Investment by the Master
Servicer pursuant to Section 3.07 hereunder nor shall the Trustee be required to
purchase any Mortgage Loan or Serviced Whole Loan hereunder. As compensation
therefor, the Trustee as successor Master Servicer or successor Special Servicer
shall be entitled to the Servicing Fee or Special Servicing Compensation, as
applicable, and all funds relating to the Mortgage Loans that accrue after the
date of the Trustee's succession to which the Master Servicer or Special
Servicer would have been entitled if the Master Servicer or Special Servicer, as
applicable, had continued to act hereunder. In the event any Advances made by
the Master Servicer and the Trustee shall at any time be outstanding, or any
amounts of interest thereon shall be accrued and unpaid, all amounts available
to repay Advances and interest hereunder shall be applied entirely to the
Advances made by the Trustee (and the accrued and unpaid interest thereon),
until such Advances and interest shall have been repaid in full. Notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall, if it
is unable to so act, or if the Holders of Certificates entitled to at least 25%
of the aggregate Voting Rights so request in writing to the Trustee, or if the
Rating Agencies do not provide written confirmation that the succession of the
Trustee, as Master Servicer or Special Servicer, as applicable, will not cause a
downgrade, qualification or withdrawal of the then current ratings assigned to
the Certificates, promptly appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which will not result in a downgrade, qualification or withdrawal
of the then current rating or ratings assigned to any Class of Certificates as
evidenced in writing by each Rating Agency, as the successor to the Master
Servicer or Special Servicer, as applicable, hereunder in the assumption of all
or any part of the responsibilities, duties or liabilities of the Master
Servicer or Special Servicer hereunder. No appointment of a successor to the
Master Servicer or Special Servicer hereunder shall be effective until the
assumption by such successor of all the Master Servicer's or Special Servicer's
responsibilities, duties and liabilities hereunder. Pending appointment of a
successor to the Master Servicer (or the Special Servicer if the Special
Servicer is also the Master Servicer) hereunder, unless the Trustee shall be
prohibited by law from so acting, the Trustee shall act in such capacity as
herein above provided. Pending the appointment of a successor to the Special
Servicer, unless the Master Servicer is also the Special Servicer, the Master
Servicer shall act in such capacity. In connection with such appointment and
assumption described herein, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Terminated Party hereunder, provided, further, that
if no successor to the Terminated Party can be obtained to perform the
obligations of such Terminated Party hereunder, additional amounts shall be paid
to such successor and such amounts in excess of that permitted the Terminated
Party shall be treated as Realized Losses. The Depositor, the Trustee, the
Master Servicer or Special Servicer and such successor 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 termination pursuant to Section 7.01 above or
appointment of a successor to the Master Servicer or the Special Servicer, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register, to the Companion
Loan Noteholders and to each Rating Agency.
(b) Within 30 days after the occurrence of any Event of Default of
which a Responsible Officer of the Trustee has actual knowledge, the Trustee
shall transmit by mail to all Holders of Certificates and any affected Companion
Loan Noteholder (to the extent the Trustee has received the notice information
for such Companion Loan Noteholder after request therefor) and to each Rating
Agency notice of such Event of Default, unless such Event of Default shall have
been cured or waived.
Section 7.04 Other Remedies of Trustee. 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 as trustee of an express trust, 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 (including the institution and prosecution
of all judicial, administrative and other proceedings and the filing of proofs
of claim and debt in connection therewith). In such event, the legal fees,
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the defaulting Master Servicer or Special
Servicer, as applicable. If the Master Servicer or Special Servicer, as
applicable, fails to remedy, after the presentation of reasonable documentation,
the Trustee shall be entitled to be reimbursed for such expenses, costs and
liability from the Collection Account or the Serviced Whole Loan Custodial
Account, as applicable, as provided in Section 3.06 and 3.06(A); provided that
the Master Servicer or the Special Servicer, as applicable, shall not be
relieved of such liability for such expenses, costs and liabilities. 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 of the Master Servicer or the
Special Servicer.
Section 7.05 Waiver of Past Events of Default; Termination. The
Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting
Rights of the Certificates may, on behalf of all Holders of Certificates, waive
any default by the Master Servicer or Special Servicer in the performance of its
obligations hereunder and its consequences, except a default in making any
required deposits (including, with respect to the Master Servicer, P&I Advances)
to or payments from the Collection Account, the Whole Loan Custodial Account or
the Lower-Tier Distribution Account or in remitting payments as received, in
each case in accordance with this Agreement. Upon any such waiver of a past
default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon. Any costs and expenses incurred by the
Trustee in connection with such default and prior to such waiver shall be
reimbursed by the Master Servicer or the Special Servicer, as applicable,
promptly upon demand therefor and if not reimbursed to the Trustee within 90
days of such demand, from the Trust Fund; provided that the Trust Fund shall be
reimbursed by the Master Servicer or the Special Servicer, as applicable, to the
extent such amounts are reimbursed to the Trustee from the Trust Fund.
Notwithstanding the foregoing, an Event of Default under any of clauses (i),
(ii), (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.
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 a Companion Loan Noteholder related to a Serviced Whole Loan (if
adversely affected thereby) does not wish to waive that Event of Default, then
those Certificateholders may still waive that Event of 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, a
sub-servicer (or, if the applicable Serviced Whole Loan 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 Whole Loan. 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 7.05, the Master Servicer shall obtain written confirmation
from each Rating Agency that such appointment will not result in a downgrade,
qualification or withdrawal of any then assigned rating with respect to the
Certificates or any Certificate issued pursuant to a securitization of any
Serviced Pari Passu Companion Loan. 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 7.05 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 Whole Loan,
except that the Master Servicer shall be entitled to retain a portion of the
master servicing fee for such Mortgage Loan calculated at 0.01% per annum. Such
Sub-Servicing Agreement (a) may be terminated without cause and without the
payment of any fee and (b) shall also provide that such sub-servicer shall
become the master servicer under a separate servicing agreement for the
applicable Whole Loan in the event that the Whole Loan 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 Whole Loan
and the related Mortgaged Properties shall be the sole assets serviced and
administered thereunder and the sole source of funds thereunder. Such
sub-servicer (a) may be terminated without cause and without the payment of any
fee and (b) shall meet the requirements of Section 3.01. If any sub-servicer
appointed by the Master Servicer at the request of the Companion Loan Noteholder
in accordance with this Section 7.05 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 a downgrade, qualification
or withdrawal of any then assigned rating of any Certificate (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 7.05, 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.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default of
which a Responsible Officer of the Trustee has actual knowledge 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 and no permissive right of the Trustee shall be construed as a duty.
During the continuance of an Event of Default of which a Responsible Officer of
the Trustee has actual knowledge, the Trustee, subject to the provisions of
Sections 7.02 and 7.04, 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 person would exercise or use under the circumstances in
the conduct of such person's own affairs.
(b) The Trustee, upon receipt of any 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, shall examine them to determine whether they
conform on their face to the requirements of this Agreement to the extent
specifically set forth herein; provided, however, that the Trustee shall not be
responsible for the accuracy or content of any such resolution, certificate,
statement, opinion, report, document, order or other instrument provided to it
hereunder if accepted in good faith. If any such instrument is found not to
conform on its face to the requirements of this Agreement in a material manner,
the Trustee shall request a corrected instrument, and if the instrument is not
corrected to the Trustee's reasonable satisfaction, the Trustee will provide
notice thereof to the Certificateholders.
(c) Neither the Trustee nor any of its officers, directors,
employees, agents or "control" persons within the meaning of the Act shall have
any liability arising out of or in connection with this Agreement, provided
that, subject to Section 8.02, no provision of this Agreement shall be construed
to relieve the Trustee, or any such person, from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct or its
own bad faith; and provided, further, that:
(i) Prior to the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge, and after the
curing or waiver 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 resolutions, certificates,
statements, reports, opinions, documents, orders or other instruments
furnished to the Trustee that conform on their face to the requirements of
this Agreement without responsibility for investigating the contents
thereof;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers, 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 direction of Holders of Certificates entitled to
greater than 50% of the Percentage Interests (or such other percentage as
is specified herein) of each affected Class, or of the aggregate Voting
Rights of the Certificates, 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;
(iv) Neither the Trustee nor any of its respective directors,
officers, employees, agents or control persons shall be responsible for
any act or omission of any Custodian, Paying Agent or Certificate
Registrar that is not an Affiliate of the Trustee and that is selected
other than by the Trustee, performed or omitted in compliance with any
custodial or other agreement, or any act or omission of the Master
Servicer, Special Servicer, the Depositor or any other third Person,
including, without limitation, in connection with actions taken pursuant
to this Agreement;
(v) The Trustee shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its
respective duties as Trustee in accordance with this Agreement (and, if it
does, all reasonable legal expenses and costs of such action shall be
expenses and costs of the Trust Fund), and the Trustee shall be entitled
to be reimbursed therefor from the Collection Account, unless such legal
action arises out of the negligence or bad faith of the Trustee or any
breach of an obligation, representation, warranty or covenant of the
Trustee contained herein; and
(vi) The Trustee shall not be charged with knowledge of any act,
failure to act or breach of any Person upon the occurrence of which the
Trustee may be required to act, unless a Responsible Officer of the
Trustee obtains actual knowledge of such failure. The Trustee shall be
deemed to have actual knowledge of the Master Servicer's or the Special
Servicer's failure to provide scheduled reports, certificates and
statements when and as required to be delivered to the Trustee pursuant to
this Agreement.
None of the provisions contained in this Agreement shall require the
Trustee, in its capacity as Trustee, to expend or risk its own funds, or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if in the opinion
of the Trustee the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations of
the Master Servicer or the Special Servicer under this Agreement, except during
such time, if any, as the Trustee shall be the successor to, and be vested with
the rights, duties, powers and privileges of, the Master Servicer or the Special
Servicer in accordance with the terms of this Agreement. The Trustee shall not
be required to post any surety or bond of any kind in connection with its
performance of its obligations under this Agreement and the Trustee shall not be
liable for any loss on any investment of funds pursuant to this Agreement (other
than any funds invested with it in its commercial capacity).
Section 8.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may request and/or rely upon and shall be protected
in acting or refraining from acting upon any resolution, Officers'
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 and
the Trustee shall have no responsibility to ascertain or confirm the
genuineness of any such party or parties;
(ii) The Trustee may consult with counsel and 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 with such Opinion of Counsel;
(iii) (A) The Trustee shall be under no obligation 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;
(B) the right of the Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and
the Trustee shall not be answerable for other than its negligence or
willful misconduct in the performance of any such act; and
(C) provided that subject to the foregoing clause (A), nothing
contained herein shall relieve the Trustee of the obligations, upon
the occurrence of an Event of Default (which has not been cured or
waived) of which a Responsible Officer of the Trustee has actual
knowledge, 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 person would exercise or use under the
circumstances in the conduct of such person's own affairs;
(iv) Neither the Trustee nor any of its directors, officers,
employees, Affiliates, agents or "control" persons within the meaning of
the Act shall be personally liable for any action taken, suffered or
omitted by it in good faith and reasonably believed by the Trustee to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) 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% (or such other percentage
as is specified herein) of the Percentage Interests of any affected Class;
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. The reasonable expense of every such investigation shall be paid
by the Master Servicer or the Special Servicer, as applicable, if an Event
of Default shall have occurred and be continuing relating to the Master
Servicer, or the Special Servicer, respectively and if such investigation
results from such Event of Default, and otherwise by the
Certificateholders requesting the investigation;
(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 but shall not be relieved of its obligations hereunder; and
(vii) For purposes of this Agreement, the Trustee shall have notice
of an event only when a Responsible Officer of the Trustee has received
notice of such event.
(b) Following the Start-up Day, the Trustee shall not, except as
expressly required by any provision of this Agreement, accept any contribution
of assets to the Trust Fund unless the Trustee shall have received an Opinion of
Counsel (the costs of obtaining such opinion to be borne by the Person
requesting such contribution) to the effect that the inclusion of such assets in
the Trust Fund will not cause the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC at any time that any Certificates are outstanding or
subject the Upper-Tier REMIC or the Lower-Tier REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.
(c) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.
The Trustee shall have no duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the repurchase of
any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility
of any Mortgage Loan for purposes of this Agreement.
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates shall not be taken as the
statements of the Trustee, the Master Servicer, or the Special Servicer, and the
Trustee, the Master Servicer and Special Servicer assume no responsibility for
their correctness. The Trustee, the Master Servicer and Special Servicer make no
representations or warranties as to the validity or sufficiency of this
Agreement, of the Certificates or any prospectus used to offer the Certificates
for sale or the validity, enforceability or sufficiency of any Mortgage Loan or
related document. The Trustee shall not at any time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Mortgage, any Mortgage Loan, or the perfection and priority of any Mortgage
or the maintenance of any such perfection and priority, or for or with respect
to the sufficiency of the Trust Fund or its ability to generate the payments to
be distributed to Certificateholders under this Agreement. Without limiting the
foregoing, the Trustee shall not be liable or responsible for: the existence,
condition and ownership of any Mortgaged Property; the existence of any hazard
or other insurance thereon (other than if the Trustee shall assume the duties of
the Master Servicer or the Special Servicer pursuant to Section 7.02) or the
enforceability thereof; the existence of any Mortgage Loan or the contents of
the related Mortgage File on any computer or other record thereof (other than if
the Trustee shall assume the duties of the Master Servicer or the Special
Servicer pursuant to Section 7.02); the validity of the assignment of any
Mortgage Loan to the Trust Fund or of any intervening assignment; the
completeness of any Mortgage File (except for its review thereof pursuant to
Section 2.02); the performance or enforcement of any Mortgage Loan (other than
if the Trustee shall assume the duties of the Master Servicer or the Special
Servicer pursuant to Section 7.02); the compliance by the Depositor, the Master
Servicer or the Special Servicer with any warranty or representation made under
this Agreement or in any related document or the accuracy of any such warranty
or representation prior to the Trustee's receipt of notice or other discovery of
any non-compliance therewith or any breach thereof; any investment of moneys by
or at the direction of the Master Servicer or any loss resulting therefrom
(other than if the Trustee shall assume the duties of the Master Servicer or the
Special Servicer pursuant to Section 7.02), it being understood that the Trustee
shall remain responsible for any Trust Fund property that it may hold in its
individual capacity; the acts or omissions of any of the Depositor, the Master
Servicer or the Special Servicer (other than if the Trustee shall assume the
duties of the Master Servicer or Special Servicer pursuant to Section 7.02) or
any sub-servicer or any Mortgagor; any action of the Master Servicer or Special
Servicer (other than if the Trustee shall assume the duties of the Master
Servicer or the Special Servicer pursuant to Section 7.02) or any sub-servicer
taken in the name of the Trustee except to the extent such action is taken at
the express written direction of the Trustee; the failure of the Master Servicer
or the Special Servicer or any sub-servicer to act or perform any duties
required of it on behalf of the Trust Fund or the Trustee as applicable
hereunder; or any action by or omission of the Trustee taken at the instruction
of the Master Servicer or the Special Servicer (other than if the Trustee shall
assume the duties of the Master Servicer or the Special Servicer pursuant to
Section 7.02) unless the taking of such action is not permitted by the express
terms of this Agreement; provided, however, that the foregoing shall not relieve
the Trustee of its obligation to perform its duties as specifically set forth in
this Agreement. The Trustee shall not be accountable for the use or application
by the Depositor, the Master Servicer or the Special Servicer of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor, the Master Servicer or the
Special Servicer in respect of the assignment of the Mortgage Loans or deposited
in or withdrawn from the Collection Account, Lower-Tier Distribution Account,
Upper-Tier Distribution Account, Lock Box Account, Escrow Accounts, Interest
Reserve Account, the Excess Liquidation Proceeds Reserve Account or any other
account maintained by or on behalf of the Master Servicer or the Special
Servicer, other than any funds held by the Trustee. The Trustee shall not have
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder (unless in the case of the
Trustee, the Trustee shall have become the successor Master Servicer) or to
record this Agreement. In making any calculation hereunder which includes as a
component thereof the payment or distribution of interest for a stated period at
a stated rate "to the extent permitted by applicable law," the Trustee shall
assume that such payment is so permitted unless a Responsible Officer of the
Trustee has actual knowledge, or receives an Opinion of Counsel (at the expense
of the Person asserting the impermissibility) to the effect that such payment is
not permitted by applicable law.
Section 8.04 Trustee May Own Certificates. The Trustee and any agent
of the Trustee in its individual capacity or any other capacity may become the
owner or pledgee of Certificates, and may deal with the Depositor and the Master
Servicer in banking transactions, with the same rights it would have if it were
not Trustee or such agent.
Section 8.05 Payment of Trustee Fees and Expenses; Indemnification.
(a) As compensation for the performance of its duties hereunder, the
Trustee will be paid the Trustee Fee, which shall cover recurring and otherwise
reasonably anticipated expenses of the Trustee. The Trustee Fee shall be paid
monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee Fee (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 form of
compensation for all services rendered by it 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. No Trustee Fee shall be payable with respect to
the Companion Loans. In the event that the Trustee assumes the servicing
responsibilities of the Master Servicer or the Special Servicer hereunder
pursuant to or otherwise arising from the resignation or removal of the Master
Servicer or the Special Servicer, the Trustee shall be entitled to the
compensation to which the Master Servicer or the Special Servicer, as the case
may be, would have been entitled.
(b) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee pursuant to and in accordance with any of the provisions of
this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ) to
the extent such payments are "unanticipated expenses" as described in clause (d)
below, except any such expense, disbursement or advance as may arise from its
negligence or bad faith; provided, however, that, subject to the last paragraph
of Section 8.01, the Trustee shall not refuse to perform any of its duties
hereunder solely as a result of the failure to be paid the Trustee Fee and the
Trustee's expenses.
The Master Servicer and the Special Servicer covenant and agree to
pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred
or made by the Trustee in connection with any transfer of the servicing
responsibilities of the Master Servicer or the Special Servicer, respectively,
hereunder, pursuant to or otherwise arising from the resignation or removal of
the Master Servicer or the Special Servicer, in accordance with any of the
provisions of this Agreement (and including the reasonable fees and expenses and
disbursements of its counsel and all other persons not regularly in its employ),
except any such expense, disbursement or advance as may arise from the
negligence or bad faith of the Trustee.
(c) Each of the Paying Agent, the Certificate Registrar, the
Custodian, the Depositor, the Master Servicer and the Special Servicer (each, an
"Indemnifying Party") shall indemnify the Trustee and its Affiliates and each of
the directors, officers, employees and agents of the Trustee and its Affiliates
(each, an "Indemnified Party"), and hold each of them harmless against any and
all claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that the Indemnified Party may sustain in connection with this
Agreement (including, without limitation, reasonable fees and disbursements of
counsel incurred by the Indemnified Party in any action or proceeding between
the Indemnifying Party and the Indemnified Party or between the Indemnified
Party and any third party or otherwise) related to each such Indemnifying
Party's respective willful misconduct, bad faith, fraud and/or negligence in the
performance of each of its respective duties hereunder or by reason of reckless
disregard of its respective obligations and duties hereunder. The Trustee shall
indemnify each of the Master Servicer and the Special Servicer and its
Affiliates and each of the directors, officers, employees and agents of each of
the Master Servicer and the Special Servicer and its Affiliates (each, a
"Servicer Indemnified Party"), and hold each of them harmless against any and
all claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that the Servicer Indemnified Party may sustain in connection with this
Agreement (including, without limitation, reasonable fees and disbursements of
counsel incurred by the Servicer Indemnified Party in any action or proceeding
between the Trustee and the Servicer Indemnified Party or between the Servicer
Indemnified Party and any third party or otherwise) related to each such
Servicer Indemnifying Party's respective willful misconduct, bad faith, fraud
and/or negligence in the performance of each of its respective duties hereunder
or by reason of reckless disregard of its respective obligations and duties
hereunder.
(d) The Trust Fund shall indemnify each Indemnified Party from, and
hold it harmless against, any and all losses, liabilities, damages, claims or
unanticipated expenses (including, without limitation, reasonable fees and
disbursements of counsel incurred by the Indemnified Party in any action or
proceeding between the Indemnifying Party and the Indemnified Party or between
the Indemnified Party and any third party or otherwise) arising in respect of
this Agreement or the Certificates, in each case to the extent and only to the
extent, such payments are expressly reimbursable under this Agreement, or are
unanticipated expenses (as defined below), other than (i) those resulting from
the negligence, fraud, bad faith or willful misconduct of the Indemnified Party
and (ii) except to the extent such amounts are not paid pursuant to Section
8.05, those as to which such Indemnified Party is entitled to indemnification
pursuant to Section 8.05(c). The term "unanticipated expenses" shall include any
fees, expenses and disbursements of the Trustee or any separate trustee or
co-trustee appointed hereunder, only to the extent such fees, expenses and
disbursements were not reasonably anticipated as of the Closing Date, and the
losses, liabilities, damages, claims or incremental expenses (including
reasonable attorneys' fees) incurred or advanced by an Indemnified Party in
connection with (i) a default under any Mortgage Loan and (ii) any litigation
arising out of this Agreement, including, without limitation, under Section
2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05 and
Section 7.01. The right of reimbursement of the Indemnified Parties under this
Section 8.05(d) shall be senior to the rights of all Certificateholders.
(e) Notwithstanding anything herein to the contrary, this Section
8.05 shall survive the termination or maturity of this Agreement or the
resignation or removal of the Trustee as regards rights accrued prior to such
resignation or removal and (with respect to any acts or omissions during their
respective tenures) the resignation, removal or termination of the Master
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar or
the Custodian.
(f) This Section 8.05 shall be expressly construed to include, but
not be limited to, such indemnities, compensation, expenses, disbursements,
advances, losses, liabilities, damages and the like, as may pertain or relate to
any environmental law or environmental matter.
Section 8.06 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be a corporation or association organized and doing
business under the laws of any state or the United States of America, authorized
under such laws to exercise corporate trust powers and to accept the trust
conferred under this Agreement, having a combined capital and surplus of at
least $50,000,000 and a rating on its unsecured long-term debt of at least "AA-"
by Fitch, "AA-" by S&P (or "A+" by S&P if the Trustee has a short-term debt
rating of at least "A-1" from S&P) and "Aa3" by Xxxxx'x (or "A1" by Xxxxx'x if
the Trustee has a short-term debt rating of at least "P-1" from Xxxxx'x) (or
such other rating as the Rating Agencies have confirmed will not result in the
downgrade withdrawal or qualification of any of the then current ratings of any
Certificates) and subject to supervision or examination by federal or state
authority and shall not be an Affiliate of the Master Servicer (except during
any period when the Trustee has assumed the duties of the Master Servicer
pursuant to Section 7.02). If a corporation or association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for purposes of this Section
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In the event that the place of business from which the Trustee
administers the Trust Fund is a state or local jurisdiction that imposes a tax
on the Trust Fund or the net income of the Trust REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions) the Trustee shall
elect either to (i) resign immediately in the manner and with the effect
specified in Section 8.07, (ii) pay such tax from its own funds and continue as
Trustee or (iii) administer the Trust Fund from a state and local jurisdiction
that does not impose such a tax. In case 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.
Section 8.07 Resignation and Removal of the Trustee. 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, each Rating Agency, the Certificate Holders and the Companion Loan
Noteholders. Upon such notice of resignation, the Master Servicer shall promptly
appoint a successor Trustee, the appointment of which would not, as evidenced in
writing by the Rating Agencies, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates, the appointment of which, if the successor Trustee is not rated by
each Rating Agency as "AA-", would not, as evidenced in writing, in and of
itself, result in a downgrade, qualification or withdrawal of the then current
ratings assigned to the Certificates, by written instrument, in triplicate,
which instrument shall be delivered to the resigning Trustee and the successor
Trustee. 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. The Trustee will bear all reasonable costs
and expenses of each other party hereto and each Rating Agency in connection
with such resignation.
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 Master Servicer, 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, then the Depositor may remove the Trustee and promptly appoint a
successor Trustee by written instrument, which shall be delivered to the Trustee
so removed and to the successor Trustee. The Holders of Certificates entitled to
more than 50% of the Voting Rights of all of the Certificates may at any time
remove the Trustee and appoint a successor Trustee by written instrument or
instruments, in seven originals, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Depositor, one complete set to the Master Servicer, one
complete set to the Trustee so removed and one complete set to the successor
Trustee so appointed and a copy thereof shall be delivered to the Companion Loan
Noteholders.
In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its rights and obligations under this Agreement and in
and to the Mortgage Loans or Serviced Whole 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 accrued or owing to it under this Agreement, plus interest at the
Advance Rate on all such amounts until received to the extent such amounts bear
interest as provided in this Agreement, with respect to periods prior to the
date of such termination or removal).
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.
(a) In the event that the Trustee is terminated or removed pursuant
to this Section 8.07, all of its rights and obligations under this Agreement and
in and to the Mortgage Loans or Serviced Whole 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 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).
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, as the case may be,
instruments accepting their 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,
provided that the appointment of such successor Trustee shall not, as evidenced
in writing by each Rating Agency, result in a downgrade, qualification or
withdrawal of the then current ratings assigned to the Certificates. The
predecessor Trustee shall deliver to the successor Trustee all Mortgage Files
and related documents and statements held by it hereunder, and the Depositor and
the predecessor Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully and certainly vesting
and confirming in the successor Trustee all such rights, powers, duties and
obligations. 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.
Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
Trustee hereunder to all Holders of Certificates at their addresses as shown in
the Certificate Register and to the Companion Loan Noteholders. If the Depositor
fails to mail such notice within 10 days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Depositor.
(b) Any successor Trustee appointed pursuant to this Agreement shall
satisfy the eligibility requirements set forth in Section 8.06 hereof.
Section 8.09 Merger or Consolidation of Trustee. Any entity into
which the Trustee may be merged or converted, or with which the Trustee may be
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any entity succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee, as the case may be, hereunder, provided such entity shall be eligible
under the provisions of Section 8.06 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.
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
Depositor and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act (at the expense of the Trustee) 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 Depositor and the Trustee may consider necessary or desirable.
If the Depositor shall not be in existence or shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
case an Event of Default shall have occurred and be continuing, the Trustee
alone shall have the power to make such appointment. Except as required by
applicable law, the appointment of a co-trustee or separate trustee shall not
relieve the Trustee of its responsibilities, obligations and liabilities
hereunder. 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.
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 (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), 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 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 solely at the direction of the Trustee.
No trustee under this Agreement shall be personally liable by reason
of any act or omission of any other trustee under this Agreement. The Depositor
and the Trustee acting jointly may at any time accept the resignation of or
remove any separate trustee or co-trustee, or if the separate trustee or
co-trustee is an employee of the Trustee, the Trustee acting alone may accept
the resignation of or remove any separate trustee or co-trustee.
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. Every such instrument shall be filed with the Trustee.
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. In no
event shall any such separate trustee or co-trustee be entitled to any provision
relating to the conduct of, affecting the liability of, or affording protection
to, such separate trustee or co-trustee that imposes a standard of conduct less
stringent than that imposed on the Trustee hereunder, affording greater
protection than that afforded to the Trustee hereunder or providing a greater
limit on liability than that provided to the Trustee hereunder.
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 shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11 Controlling Certificateholders and Controlling Class
Representative.
(a) Each Controlling Certificateholder is hereby deemed to have
agreed by virtue of its purchase of a Certificate to provide its name and
address to the Trustee and to notify the Trustee of the transfer of any
Certificate of the Controlling Class, the selection of a Controlling Class
Representative or the resignation or removal thereof. Any Certificateholder or
its designee at any time appointed Controlling Class Representative is hereby
deemed to have agreed by virtue of its purchase of a Certificate to notify the
Trustee when such Certificateholder is appointed Controlling Class
Representative and when it is removed or resigns. Upon receipt of such notice,
the Trustee will notify the Special Servicer of the identity of the Controlling
Class Representative and any resignation or removal thereof.
(b) The initial Controlling Class Representative shall be Cadim TACH
inc.
(c) Once a Controlling Class Representative has been selected
pursuant to clause (b) above, each of the Master Servicer, the Special Servicer,
the Depositor, the Trustee and each other Certificateholder (or Beneficial
Owner, if applicable) shall be entitled to rely on such selection unless a
majority of the Certificateholders of the Controlling Class, by Certificate
Principal Amount, or such Controlling Class Representative shall have notified
the Trustee and each other Certificateholder of the Controlling Class, in
writing, of the resignation of such Controlling Class Representative or the
selection of a new Controlling Class Representative. Upon the resignation of a
Controlling Class Representative, the Trustee shall request the
Certificateholders of the Controlling Class to select a new Controlling Class
Representative.
(d) If at any time a book-entry certificate belongs to the
Controlling Class, the Trustee shall notify the related Beneficial Owner or
Beneficial Owners (through the Depositor, unless the Trustee shall have been
previously provided with the name and address of such Beneficial Owner or
Beneficial Owners) of such event and shall request that it be informed of any
change in the identity of the related Beneficial Owner from time to time.
(e) Until it receives notice to the contrary each of the Master
Servicer, the Special Servicer and the Trustee shall be entitled to rely on the
most recent notification with respect to the identity of the Certificateholders
of the Controlling Class and the Controlling Class Representative.
(f) The Controlling Class Representative will have no liability to
the Trust Fund or Certificateholders for any action taken, or for refraining
from the taking of any action, pursuant to this Agreement, or for error in
judgment; provided, however, that the Controlling Class Representative will not
be protected against any liability to any Controlling Class Certificateholder
which would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations or duties.
(g) By its acceptance of a Certificate, each Certificateholder shall
be deemed to have confirmed its understanding that the Controlling Class
Representative (i) 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) may and is permitted hereunder to act solely in the interests
of the holders of the Controlling Class, (iii) does not have any duties to the
holders of any Class of Certificates other than the Controlling Class, (iv) may
and is permitted hereunder to take actions that favor the interests of the
holders of the Controlling Class over the interests of the holders of one or
more other Classes of Certificates, (v) will not be deemed to have been
negligent or reckless, or have acted in bad faith or engaged in willful
misconduct, by reason of its having acted solely in the interests of holders of
the Controlling Class over the interests of the Holders of one or more other
Classes of Certificates, and (vi) will have no liability whatsoever for having
so acted and that no Certificateholder may take any action whatsoever against
the Controlling Class Representative or any director, officer, employee, agent
or principal of the Controlling Class Representative for having so acted;
provided, however, that the rights of the Controlling Class Representative are
subject to the Intercreditor Agreements.
ARTICLE IX
TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
Section 9.01 Termination; Optional Mortgage Loan Purchase.
(a) The respective obligations and responsibilities of the Master
Servicer, the Special Servicer, the Depositor and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as hereinafter set
forth) and the Serviced Companion Loans shall terminate immediately following
the earlier to occur of (i) the purchase by the Holders of the Controlling
Class, the Special Servicer, the Master Servicer or the Holders of the Class LR
Certificates of all the Mortgage Loans (and, if any of the Non Serviced Loans is
no longer a "Mortgage Loan" due to the fact that the related mortgaged Property
has been foreclosed upon under the applicable Other Pooling Agreement, the Pari
Passu REO Mortgage Loan) and REO Property then included in the Trust Fund
pursuant to subsection (c), (ii) the exchange by the Remaining Certificateholder
pursuant to subsection (h) and (iii) the final payment or other liquidation (or
any advance with respect thereto) of the last Mortgage Loan contained in the
Trust Fund; provided, however, that in no event shall the trust created hereby
continue beyond the expiration of twenty-one years from the death of the last
survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the
United States to the United Kingdom, living on the date hereof. All such
payments as contemplated by the preceding paragraph shall be deposited into the
Collection Account by the Master Servicer or Special Servicer, as applicable
promptly following receipt thereof.
(b) The Upper-Tier REMIC and the Lower-Tier REMIC shall be
terminated and the assets of the Trust Fund with respect to each such Trust
REMIC shall be sold or otherwise disposed of in connection therewith, pursuant
to a "plan of complete liquidation" within the meaning of Code Section
860F(a)(4)(A) providing for the actions contemplated by the provisions hereof
pursuant to which the applicable Notice of Termination is given and requiring
that the assets of each of the Upper-Tier REMIC and the Lower-Tier REMIC shall
be sold for cash and that each such Trust REMIC shall terminate on a
Distribution Date occurring not more than 90 days following the date of adoption
of the plan of complete liquidation. For purposes of this Section 9.01(b), the
Notice of Termination given pursuant to Section 9.01(c) shall constitute the
adoption of the plan of complete liquidation as of the date such notice is
given, which date shall be specified by the Trustee in the final federal income
tax returns of the Upper-Tier REMIC and the Lower-Tier REMIC. Notwithstanding
the termination of the Trust REMICs, or the Trust Fund, the Trustee shall be
responsible for filing the final Tax Returns for the Trust REMICs for the period
ending with such termination, and shall maintain books and records with respect
to the Trust REMICs for the period for which it maintains its own tax returns or
other reasonable period.
(c) The Holders of the Controlling Class representing greater than
50% Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days' prior notice given to the
Depositor, the Trustee, the Companion Loan Noteholders, the Special Servicer and
Master Servicer any time on or after the Early Termination Notice Date
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired by the Trust Fund (or, with respect to the Non-Serviced
Mortgage Loan, by the trust created under the Other Pooling Agreement) in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to not
less than the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage Loan
included in the Trust Fund as of the last day of the month preceding
such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding such
Distribution Date, as determined by an Independent appraiser
acceptable to the Master Servicer as of the date not more than 30
days prior to the last day of the month preceding such Distribution
Date (or with respect to property acquired by the trust created
under an Other Pooling Agreement in respect of the Non-Serviced
Mortgage Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any Mortgage
Loan as to which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the Interest
Accrual Period preceding such Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related Mortgagor), and unpaid
Servicing Fees, Special Servicing Compensation, Trustee Fees and
Trust Fund expenses, in each case to the extent permitted hereby
with interest on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the last day of
the month preceding such Distribution Date, as determined by an
Independent appraiser acceptable to the Master Servicer as of a date not
more than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon at the
related Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to this Agreement or by the Trust
Fund in connection with the purchase of the Mortgage Loans and other assets of
the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party
exercising its purchase rights hereunder. The Trustee shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to
this subsection (c).
(d) If the Trust Fund has not been previously terminated pursuant to
subsection (c) or subsection (h) of this Section 9.01, the Trustee shall
determine as soon as practicable the Distribution Date on which the Trustee
reasonably anticipates, based on information with respect to the Mortgage Loans
previously provided to it, that the final distribution will be made (i) to the
Holders of outstanding Regular Certificates, and to the Trustee in respect of
the Lower-Tier Regular Interests, notwithstanding that such distribution may be
insufficient to distribute in full an amount equal to the remaining Certificate
Principal Amount of each such Certificate or Lower-Tier Regular Interest, as the
case may be, together with amounts required to be distributed on such
Distribution Date pursuant to Section 4.01 or (ii) if no such Regular
Certificates are then outstanding, to the Holders of the Class LR Certificates
of any amount remaining in the Collection Account, or the Lower-Tier
Distribution Account or the Excess Liquidation Proceeds Reserve Account, and to
the Holders of the Class R Certificates of any amount remaining in the
Upper-Tier Distribution Account, in either case, following the later to occur of
(a) the receipt or collection of the last payment due on any Mortgage Loan
included in the Trust Fund or (b) the liquidation or disposition pursuant to
Section 3.18 of the last asset held by the Trust Fund.
(e) Notice of any termination of the Trust Fund pursuant to this
Section 9.01 shall be mailed by the Trustee to affected Certificateholders with
a copy to the Master Servicer, the Special Servicer and each Rating Agency at
their addresses shown in the Certificate Registrar as soon as practicable after
the Trustee shall have received, given or been deemed to have received a Notice
of Termination but in any event not more than thirty days, and not less than ten
days, prior to the Anticipated Termination Date. The notice mailed by the
Trustee to affected Certificateholders shall:
(i) specify the Anticipated Termination Date on which the final
distribution is anticipated to be made to Holders of Certificates of the
Classes specified therein;
(ii) specify the amount of any such final distribution, if known;
and
(iii) state that the final distribution to Certificateholders will
be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.
If the Trust Fund is not terminated on any Anticipated Termination
Date for any reason, the Trustee shall promptly mail notice thereof to each
affected Certificateholder.
(f) Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the account of the appropriate non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with this Section 9.01.
(g) For purposes of this Section 9.01, the Remaining
Certificateholder shall have the first option to terminate the Trust Fund
pursuant to subsection (h), and then the Holders of the Controlling Class, and
then the Special Servicer, and then the Depositor, and then the Master Servicer,
and then the Holder of the Class LR Certificates, in each of the last five
cases, pursuant to subsection (c).
(h) Following the date on which the aggregate Certificate Principal
Amount of the Class A, Class A-M, Class A-J, Class B, Class C, Class D, Class E
and Class F Certificates is reduced to zero, the Remaining Certificateholder,
subject to the consent of the Master Servicer in its sole discretion, shall have
the right to exchange all of its Certificates, including the Class X
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans (and if the Non-Serviced Mortgage Loan is no longer a "Mortgage Loan" due
to the fact that the related Mortgaged Property has been foreclosed upon under
the Other Pooling Agreement, the related REO Mortgage Loan) and each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section
9.01(a) by giving written notice to all the parties hereto no later than 60 days
prior to the anticipated date of exchange. In the event that the Remaining
Certificateholder elects to exchange all of its Certificates, including the
Class X Certificates, (other than the Residual Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund in accordance
with the preceding sentence, such Remaining Certificateholder, not later than
the Termination Date, shall deposit in the Collection Account an amount in
immediately available funds equal to all amounts due and owing to the Depositor,
the Master Servicer, the Special Servicer and the Trustee hereunder through the
date of the liquidation of the Trust Fund that may be withdrawn from the
Collection Account, but only to the extent that such amounts are not already on
deposit in the Collection Account. Upon confirmation that such final deposits
have been made and following the surrender of all remaining Certificates by the
Remaining Certificateholder on the Termination Date, the Trustee shall, upon
receipt of a Request for Release from the Master Servicer, release or cause to
be released to the Remaining Certificateholder or any designee thereof, the
Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Remaining
Certificateholder as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties remaining in the Trust Fund, and the Trust Fund shall
be liquidated in accordance with this Section 9.01. 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
annual tax returns and maintenance of books and records and the preparation and
filing of final tax returns), shall terminate. Such transfers shall be subject
to any rights of any Sub-Servicers to service (or to perform select servicing
functions with respect to) the Mortgage Loans. For federal income tax purposes,
the Remaining Certificateholder shall be deemed to have purchased the assets of
the Lower-Tier REMIC for an amount equal to the remaining Certificate Principal
Amount of its remaining Certificates (other than the Residual Certificates),
plus accrued and unpaid interest with respect thereto, and the Trustee shall
credit such amounts against amounts distributed in respect of the related
Lower-Tier Regular Interests and such Certificates. The remaining Mortgage Loans
and REO Properties are deemed distributed to the Remaining Certificateholder in
liquidation of the Trust Fund pursuant to this Section 9.01.
ARTICLE X
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 10.01 Intent of the Parties; Reasonableness. The parties
hereto acknowledge and agree that the purpose of Article X of this Agreement is
to facilitate compliance by the Depositor with the provisions of Regulation AB
and the related rules and regulations of the Commission; provided, however, that
the reports (or substantially similar reports) required to be delivered pursuant
to Section 10.09 and Section 10.11 will continue to be required regardless of
any amendment to this Agreement. The Depositor shall not exercise its rights to
request delivery of information or other performance under these provisions
other than in good faith, or for purposes other than compliance with the Act,
the Exchange Act and the Xxxxxxxx-Xxxxx Act. The parties hereto acknowledge that
interpretations of the requirements of Regulation AB may change over time due to
interpretive guidance provided by the Commission or its staff, and agree to
comply with requests made by the Depositor in good faith for delivery of
information under these provisions on the basis of such evolving interpretations
of Regulation AB. In connection with the GS Mortgage Securities Trust 2007-GG10,
Commercial Mortgage Pass-Through Certificates, Series 2007-GG10, each of the
Master Servicer, the Special Servicer and the Trustee shall cooperate fully with
the Depositor and the Trustee, as applicable, to deliver to the Depositor
(including any of its assignees or designees), any and all statements, reports,
certifications, records and any other information in its possession or
reasonably available to it and necessary in the reasonable good faith
determination of the Depositor or the Trustee, as applicable, to permit the
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Master Servicer, the Special Servicer and the
Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage
Loans, reasonably believed by the Depositor to be necessary in order to effect
such compliance.
Section 10.02 Succession; Subcontractors.(a) (a) For so long as the
Trust is subject to the reporting requirements of the Exchange Act (in addition
to any requirements contained in Section 10.07) in connection with the
succession to the Master Servicer and Special Servicer or any Sub-Servicer as
servicer or sub-servicer (to the extent such Sub-Servicer is a Servicer as
contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any
Person (i) into which the Master Servicer and Special Servicer or such
Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a
successor to the Master Servicer and Special Servicer or any such Sub-Servicer,
the Master Servicer (other than if pursuant to an appointment under Section 7.01
or 7.02) and Special Servicer shall provide to the Depositor, at least five (5)
Business Days prior to the effective date of such succession or appointment as
long as such disclosure prior to such effective date would not be violative of
any applicable law or confidentiality agreement, otherwise no later than one (1)
Business Day after such effective date of succession, (x) written notice to the
Depositor of such succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Depositor, all information relating to
such successor servicer reasonably requested by the Depositor in order to comply
with its reporting obligation under Item 6.02 of Form 8-K pursuant to the
Exchange Act (if such reports under the Exchange Act are required to be filed
under the Exchange Act).
(b) Each of the Master Servicer, the Special Servicer, the
Sub-Servicer and the Trustee (each of the Master Servicer, the Special Servicer
and the Trustee and each Sub-Servicer, for purposes of this paragraph and the
following paragraph, a "Servicer") is permitted to utilize one or more
Subcontractors to perform certain of its obligations hereunder. Such Servicer
shall promptly upon request provide to the Depositor a written description (in
form and substance satisfactory to the Depositor) of the role and function of
each Subcontractor that is a Servicing Function Participant (pursuant to Item
1108(a)(2) of Regulation AB) utilized by such Servicer, specifying (i) the
identity of such Subcontractor, and (ii) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided by each such
Subcontractor. Each Servicer shall use commercially reasonable efforts to cause
any Subcontractor determined to be a Servicing Function Participant used by such
Servicer for the benefit of the Depositor to comply with the provisions of
Section 10.10 and Section 10.11 of this Agreement to the same extent as if such
Subcontractor were such Servicer. Such Servicer shall be responsible (but as to
Sub-Servicers on Exhibit Y that the Master Servicer must retain, only to use
commercially reasonable efforts) for obtaining from each such Subcontractor and
delivering to the applicable Persons any assessment of compliance report and
related accountant's attestation required to be delivered by such Subcontractor
under Section 10.10 and Section 10.11, in each case, as and when required to be
delivered.
(c) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, notwithstanding the foregoing, if a Servicer
engages a Subcontractor in connection with the performance of any of its duties
under this Agreement, such Servicer shall be responsible for determining whether
such Subcontractor is a "servicer" within the meaning of Item 1101 of Regulation
AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding
sentence, that such Subcontractor is a "servicer" within the meaning of Item
1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or
(iii) of Regulation AB, then such Subcontractor shall be deemed to be a
Sub-Servicer for purposes of this Agreement, and the engagement of such
Sub-Servicer shall not be effective unless and until notice is given to the
Depositor and the Trustee of any such Sub-Servicer and Subservicing Agreement.
No Subservicing Agreement (other than such agreements set forth on Exhibit Y
hereto) shall be effective until 5 Business Days after such written notice is
received by the Depositor and the Trustee. Such notice shall contain all
information reasonably necessary to enable the Trustee to accurately and timely
report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 (if such
reports under the Exchange Act are required to be filed under the Exchange Act).
(d) In connection with the succession to the Trustee under this
Agreement by any Person (i) into which the Trustee may be merged or
consolidated, or (ii) which may be appointed as a successor to the Trustee, the
Trustee shall notify the Depositor, at least ten (10) Business Days prior to the
effective date of such succession or appointment (or if such prior notice would
be violative of applicable law or any applicable confidentiality agreement, no
later than the time required under Section 10.07) and shall furnish pursuant to
Section 10.07 to the Depositor in writing and in form and substance reasonably
satisfactory to the Depositor, all information reasonably necessary for the
Trustee to accurately and timely report, the event under Item 6.02 of Form 8-K
pursuant to Section 10.07 (if such reports under the Exchange Act are required
to be filed under the Exchange Act).
Section 10.03 Filing Obligations. (a) The Master Servicer, the
Special Servicer and the Trustee shall reasonably cooperate with the Depositor
in connection with the satisfaction of the Trust's reporting requirements under
the Exchange Act. Pursuant to Sections 10.04, 10.05 and 10.07, the Trustee shall
prepare for execution by the Depositor any Forms 10-D, 10-K and 8-K required by
the Exchange Act, in order to permit the timely filing thereof, and the Trustee
shall file (via the Commission's Electronic Data Gathering and Retrieval System)
such Forms executed by the Depositor.
(b) In the event that the Trustee is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required to
be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in
this Agreement, the Trustee will promptly as soon as practicable, but in no
event later than twenty-four (24) hours after determination, notify the
Depositor. In the case of Forms 10-D and 10-K, the Depositor and the Trustee
will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or
Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the
case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
Disclosure Information, include such disclosure information on the next
succeeding Form 10-D to be filed for the Trust. In the event that any previously
filed Form 8-K or Form 10-K needs to be amended, the Trustee will notify the
Depositor, and such other parties as needed and the parties hereto will
cooperate with the Trustee to prepare any necessary Form 8-K/A or Form 10-K/A.
In the event that any previously filed Form 10-D needs to be amended, the
Trustee shall notify the Depositor, and such other parties as needed, and the
parties hereto shall cooperate to prepare any necessary Form 10-D/A. Any Form
15, Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be
signed by an officer of the Depositor. The parties to this Agreement acknowledge
that the performance by the Trustee of its duties under this Section 10.03
related to the timely preparation and filing of Form 15, a Form 12b-25 or any
amendment to Form 8-K, Form 10-D or Form 10-K is contingent upon such parties
observing all applicable deadlines in the performance of their duties under
Sections 10.03, 10.04, 10.05, 10.06, 10.07, 10.08, 10.09, 10.10 and 10.11. The
Trustee shall have no liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare, arrange for execution
and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K,
Form 10-D or Form 10-K, where such failure results from the Trustee's inability
or failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 15, Form
12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.
Section 10.04 Form 10-D Filings. (a) Within 15 days after each
Distribution Date (subject to permitted extensions under the Exchange Act), the
Trustee shall prepare and file on behalf of the Trust any Form 10-D required by
the Exchange Act, in form and substance as required by the Exchange Act. The
Trustee shall file each Form 10-D with a copy of the related Statement to
Certificateholders attached thereto. Any disclosure in addition to the Statement
to Certificateholders that is required to be included on Form 10-D ("Additional
Form 10-D Disclosure") shall, pursuant to the following paragraph, be reported
by the parties set forth on Exhibit U to the Depositor and the Trustee and
approved by the Depositor, and the Trustee will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-D
Disclosure absent such reporting, direction and approval.
For so long as the Trust is subject to the reporting requirements of
the Exchange Act, within 5 calendar days after the related Distribution Date,
(i) certain parties to this Agreement, as set forth on Exhibit U hereto, shall
be required to provide to the Trustee and the Depositor, to the extent a
Servicing Officer or Responsible Officer thereof has knowledge thereof, (other
than Item 1117 of Regulation AB as to such party which shall be reported if
actually known by any Servicing Officer or Responsible Officer, as the case may
be or any lawyer in the in-house legal department of such party) in
XXXXX-compatible format (to the extent available to such party in such format),
or in such other format as otherwise agreed upon by the Trustee and the
Depositor and such parties, the form and substance of the Additional Form 10-D
Disclosure, if applicable, (ii) the parties listed on Exhibit U hereto shall
include with such Additional Form 10-D Disclosure application to such party and
shall use its commercially reasonable efforts to cause each Sub-Servicers or
Subcontractors of such party to the extent required under Regulation AB to
provide, and if received, include, an Additional Disclosure Notification in the
form attached hereto as Exhibit X and (iii) the Depositor shall approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit
U of their duties under this paragraph or proactively solicit or procure from
such parties any Additional Form 10-D Disclosure information. The Depositor will
be responsible for any reasonable fees assessed or expenses incurred by the
Trustee in connection with including any Additional Form 10-D Disclosure on Form
10-D pursuant to this paragraph.
(b) After preparing the Form 10-D, the Trustee shall forward
electronically a copy of the Form 10-D to the Depositor for review. Within two
Business Days after receipt of such copy, but no later than the 9th calendar day
after the related Distribution Date or, if the 9th calendar day after the
related Distribution Date is not a Business Day, the immediately preceding
Business Day, the Depositor shall notify the Trustee in writing (which may be
furnished electronically) of any changes to or approval of such Form 10-D.
Within two Business Days after receipt of such copy, but no later than 2
Business Days prior to the 15th calendar day after the related Distribution
Date, an officer of the Depositor shall sign the Form 10-D and return an
electronic or fax copy of such signed Form 10-D (with an original executed hard
copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed
on time or if a previously filed Form 10-D needs to be amended, the Trustee will
follow the procedures set forth in Section 10.03(b). Promptly after filing with
the Commission, the Trustee will make available on its internet website a final
executed copy of each Form 10-D prepared and filed by the Trustee. The signing
party at the Depositor can be contacted at GS Mortgage Securities Corporation
II, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx Xxxxxxxx,
telecopy number: (000) 000-0000, with a copy to Xxxx Xxx, telecopy number: (212)
256-5833. The parties to this Agreement acknowledge that the performance by the
Trustee of its duties under this Section 10.04 related to the timely preparation
and filing of Form 10-D is contingent upon such parties observing all applicable
deadlines in the performance of their duties under this Section 10.04. The
Trustee shall have no liability for any loss, expense, damage, or claim arising
out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 10-D, where such failure results from the Trustee's
inability or failure to receive, on a timely basis, any information from any
party to this Agreement needed to prepare, arrange for execution or file such
Form 10-D, not resulting from its own negligence, bad faith or willful
misconduct.
Section 10.05 Form 10-K Filings. (a) Within 90 days after the end of
each fiscal year of the Trust or such earlier date as may be required by the
Exchange Act (the "10-K Filing Deadline"), commencing in March 2008, the Trustee
shall prepare and file on behalf of the Trust a Form 10-K, in form and substance
as required by the Exchange Act. Each such Form 10-K shall include the following
items, in each case to the extent they have been delivered to the Trustee within
the applicable time frames set forth in this Agreement:
(i) an annual compliance statement for each Certifying Servicer and
each Additional Servicer engaged by each Certifying Servicer or the
Special Servicer, as described under Section 10.09,
(ii) (A) the annual reports on assessment of compliance with
Servicing Criteria for each Reporting Servicer, as described under Section
10.10, and
(B) if any such report on assessment of compliance with
Servicing Criteria described under Section 10.10 identifies any
material instance of noncompliance, disclosure identifying such
instance of noncompliance, or if such report on assessment of
compliance with Servicing Criteria described under Section 10.10 is
not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not
included,
(iii) (A) the registered public accounting firm attestation report
for each Reporting Servicer, as described under Section 10.11, and
(B) if any registered public accounting firm attestation
report described under Section 10.11 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K,
disclosure that such report is not included and an explanation why
such report is not included, and
(iv) a certification in the form attached hereto as Exhibit N, with
such changes as may be necessary or appropriate as a result of changes
promulgated by the Commission (the "Xxxxxxxx-Xxxxx Certification"), which
shall, except as described below, be signed by the senior officer of the
Depositor in charge of securitization.
Any disclosure or information in addition to (i) through (iv) above
that is required to be included on Form 10-K ("Additional Form 10-K Disclosure")
shall, pursuant to the following paragraph, be reported by the parties set forth
on Exhibit V to the Depositor and the Trustee and approved by the Depositor, and
the Trustee will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval.
For so long as the Trust is subject to the reporting requirements of
the Exchange Act, no later than March 1, commencing in March 2008, (i) the
parties listed on Exhibit V hereto shall be required to provide to the Trustee
and the Depositor, to the extent a Servicing Officer or a Responsible Officer,
as the case may be, thereof has actual knowledge (other than Item 1117 of
Regulation AB as to such party which shall be reported if actually known by any
Servicing Officer or Responsible Officer, as the case may be or any lawyer in
the in-house legal department of such party), in XXXXX-compatible format (to the
extent available to such party in such format) or in such other format as
otherwise agreed upon by the Trustee and the Depositor and such providing
parties, the form and substance of any Additional Form 10-K Disclosure described
on Exhibit V applicable to such party, (ii) the parties listed on Exhibit V
hereto shall include with such Additional Form 10-K Disclosure applicable to
such party and shall use its commercially reasonable efforts to cause each
Sub-Servicers or Subcontractors of such party to the extent required under
Regulation AB to provide, and if received, include, an Additional Disclosure
Notification in the form attached hereto as Exhibit X, and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee has
no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit V of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure
information. The Depositor will be responsible for any reasonable fees assessed
and expenses incurred by the Trustee in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
After preparing the Form 10-K, the Trustee shall forward
electronically a copy of the Form 10-K to the Depositor for review no later than
March 21st or, if March 21st is not a Business Day, on the immediately following
Business Day. Within three Business Days after receipt of such copy, but no
later than March 25th, the Depositor shall notify the Trustee in writing (which
may be furnished electronically) of any changes or approval to such Form 10-K.
No later than 5:00 EST on the fourth Business Day prior to the 10-K Filing
Deadline, an officer of the Depositor shall sign the Form 10-K and return an
electronic or fax copy of such signed Form 10-K (with an original executed hard
copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Trustee will
follow the procedures set forth in Section 10.03(b). Promptly after filing with
the Commission, the Trustee will make available on its internet website a final
executed copy of each Form 10-K prepared and filed by the Trustee. The signing
party at the Depositor can be contacted at GS Mortgage Securities Corporation
II, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx Xxxxxxxx,
telecopy number: (000) 000-0000, with a copy to Xxxx Xxx, telecopy number: (212)
256-5833. The parties to this Agreement acknowledge that the performance by the
Trustee of its duties under this Section 10.05 related to the timely preparation
and filing of Form 10-K is contingent upon the parties to this Agreement (and
any Additional Servicer or Servicing Function Participant engaged or utilized,
as applicable, by any such parties) observing all applicable deadlines in the
performance of their duties under this Section 10.05. The Trustee shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, arrange for execution and/or timely file such
Form 10-K, where such failure results from the Trustee's inability or failure or
receive, on a timely basis, any information from the parties to this Agreement
(or any Sub-Servicer or Servicing Function Participant engaged by any such
parties) needed to prepare, arrange for execution or file such Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
Section 10.06 Xxxxxxxx-Xxxxx Certification. Each Form 10-K shall
include a Xxxxxxxx-Xxxxx Certification in the form attached as Exhibit N
required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The
Trustee, the Master Servicer and the Special Servicer shall, and each such party
shall use commercially reasonable efforts to cause each Servicing Function
Participant hired by it, provide to the Person who signs the Xxxxxxxx-Xxxxx
Certification (the "Certifying Person") a certification in the form attached
hereto as Exhibit P-1, P-2 and P-3, as applicable (the "Performance
Certification"), on which the Certifying Person, the entity for which the
Certifying Person acts as an officer, and such entity's officers, directors and
Affiliates (collectively with the Certifying Person, "Certification Parties")
can reasonably rely. In addition, in the event that any Serviced Companion Loan
is deposited into a commercial mortgage securitization (an "Other
Securitization"), each Reporting Servicer shall provide to the Person who signs
the Xxxxxxxx-Xxxxx back-up certification with respect to an Other Securitization
a certification (which shall address the matters contained in the Xxxxxxxx-Xxxxx
Certification, but solely with respect to the related Serviced Companion Loan)
on which such Person, the entity for which the Person acts as an officer (if the
Person is an individual), and such entity's officers, directors and Affiliates
can reasonably rely. With respect to the Non-Serviced Mortgage Loan serviced
under the Other Pooling Agreement, the Master Servicer will use commercially
reasonable efforts to procure a Xxxxxxxx-Xxxxx back-up certification similar in
form and substance to the applicable Performance Certification from the Other
Master Servicer, the Other Special Servicer, the Other Paying Agent and the
Other Trustee. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust and may be contacted
at GS Mortgage Securities Corporation II, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxxxx Xxxxxx Xxxxxxxx, telecopy number: (000) 000-0000, with a
copy to Xxxx Xxx, telecopy number: (000) 000-0000. In the event any Reporting
Servicer is terminated or resigns pursuant to the terms of this Agreement, or
any applicable sub-servicing agreement or primary servicing agreement, as the
case may be, such Reporting Servicer shall provide a certification to the
Certifying Person pursuant to this Section 10.06 with respect to the period of
time it was subject to this Agreement or the applicable sub-servicing or primary
servicing agreement, as the case may be.
Section 10.07 Form 8-K Filings. Within four (4) Business Days after
the occurrence of an event requiring disclosure on Form 8-K (each such event, a
"Reportable Event"), and if requested by the Depositor, the Trustee shall
prepare and file on behalf of the Trust any Form 8-K, as required by the
Exchange Act, provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information
related to a Reportable Event or that is otherwise required to be included on
Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit W to the Depositor and
the Trustee and approved by the Depositor, and the Trustee will have no duty or
liability for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information or any Form 8-K, absent such reporting, direction and
approval.
For so long as the Trust is subject to the reporting requirements of
the Exchange Act reporting requirements, to the extent a Servicing Officer or
Responsible Officer thereof has actual knowledge of such event (other than Item
1117 of Regulation AB as to such party which shall be reported if actually known
by any Servicing Officer or Responsible Officer, as the case may be or any
lawyer in the in-house legal department of such party), no later than Noon (New
York City time) on the 2nd Business Day after the occurrence of a Reportable
Event (i) the parties set forth on Exhibit W hereto shall be required to provide
to the Depositor and the Trustee, to the extent known by such applicable
parties, in XXXXX-compatible format (to the extent available to such party in
such format) or in such other format as otherwise agreed upon by the Depositor,
the Trustee and such providing parties any Form 8-K Disclosure Information
described on Exhibit W as applicable to such party, if applicable (ii) the
parties listed on Exhibit W hereto shall include with such Additional Form 8-K
Disclosure applicable to such party and shall use its commercially reasonable
efforts to cause each Sub-Servicers or Subcontractors of such party to the
extent required under Regulation AB to provide, and if received, include, an
Additional Disclosure Notification in the form attached hereto as Exhibit X, and
(iii) the Depositor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Form 8-K Disclosure Information on Form
8-K. The Trustee has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit W of their duties under this
paragraph or proactively solicit or procure from such parties any Form 8-K
Disclosure Information. The Depositor will be responsible for any reasonable
fees assessed or expenses incurred by the Trustee in connection with including
any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.
After preparing the Form 8-K, the Trustee shall forward
electronically a copy of the Form 8-K to the Depositor for review no later than
12:00 P.M. (New York City time) on the 3rd Business Day after the Reportable
Event (but in no event earlier than 24 hours after having received approved Form
8-K Disclosure Information pursuant to the immediately preceding paragraph).
Promptly, but no later than the close of business on the third Business Day
after the Reportable Event, the Depositor shall notify the Trustee in writing
(which may be furnished electronically) of any changes to or approval of such
Form 8-K. No later than noon on the 4th Business Day after the Reportable Event,
a duly authorized representative of the Depositor shall sign the Form 8-K and
return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Trustee. If a Form 8-K
cannot be filed on time or if a previously filed Form 8-K needs to be amended,
the Trustee will follow the procedures set forth in Section 10.03(b). Promptly
after filing with the Commission, the Trustee will, make available on its
internet website a final executed copy of each Form 8-K, to the extent such Form
8-K has been prepared and filed by the Trustee. The signing party at the
Depositor can be contacted at GS Mortgage Securities Corporation II, 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx Xxxxxxxx, telecopy
number: (000) 000-0000, with a copy to Xxxx Xxx, telecopy number: (212)
256-5833. The parties to this Agreement acknowledge that the performance by the
Trustee of its duties under this Section 10.07 related to the timely preparation
and filing of Form 8-K is contingent upon such parties observing all applicable
deadlines in the performance of their duties under this Section 10.07. The
Trustee shall have no liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare and/or timely file such
Form 8-K, where such failure results from the Trustee's inability or failure or
receive, on a timely basis, any information from the parties to this Agreement
needed to prepare, arrange for execution or file such Form 8-K, not resulting
from its own negligence, bad faith or willful misconduct.
Section 10.08 Form 15 Filing. On or before January 30 of the first
year in which the Trustee is able to do so under applicable law, the Trustee
shall prepare and file a Form 15 Suspension Notification relating to the
automatic suspension of reporting in respect of the Trust under the Exchange
Act. If at the beginning of any fiscal year for the Trust occurring after the
filing of a Form 15 Suspension Notification, if the number of Certificateholders
of record exceeds the number set forth in Section 15(d) of the Exchange Act or
the regulations promulgated pursuant thereto which would cause the Trust to
again become subject to the reporting requirements of the Exchange Act, the
Trustee shall recommence preparing and filing reports on Forms 10-K, 10-D and
8-K as required pursuant to Section 10.04, Section 10.05 and Section 10.07;
provided that if the Trustee recommences the preparing and filing of Exchange
Act reports, it may, as soon as permitted by the Exchange Act, file another Form
15 Suspension Notification.
Section 10.09 Annual Compliance Statements. The Master Servicer, the
Special Servicer and the Trustee shall, and the Master Servicer or Special
Servicer shall use commercially reasonable efforts to cause each Additional
Servicer with which it has entered into a servicing relationship with respect to
the Mortgage Loans to (each, a "Certifying Servicer"), deliver to the Depositor
and the Trustee on or before March 15 of each year, commencing in March 2008, an
Officer's Certificate stating, as to the signer thereof, that (A) a review of
such Certifying Servicer's activities during the preceding calendar year or
portion thereof and of such Certifying Servicer's performance under this
Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, has been made under such
officer's supervision and (B) to the best of such officer's knowledge, based on
such review, such Certifying Servicer has fulfilled all its obligations under
this Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, in all material respects
throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. The Master
Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause each Additional
Servicer hired by it, forward a copy of each such statement to the Rating
Agencies and the Directing Certificateholder. Promptly after receipt of each
such Officer's Certificate, the Depositor may review each such Officer's
Certificate and, if applicable, consult with the Certifying Servicer, as
applicable, as to the nature of any failures by such Certifying Servicer,
respectively, or any related Additional Servicer with which the Master Servicer,
the Special Servicer or the Trustee, as applicable, has entered into a servicing
relationship with respect to the Mortgage Loans in the fulfillment of any
Certifying Servicer's obligations hereunder or under the applicable
sub-servicing or primary servicing agreement. The obligations of each Certifying
Servicer under this Section apply to each Certifying Servicer that serviced a
Mortgage Loan during the applicable period, whether or not the Certifying
Servicer is acting in such capacity at the time such Officer's Certificate is
required to be delivered. None of the Certifying Servicers or any Additional
Servicer or any Servicing Function Participant shall be required to deliver, or
to endeavor to cause the delivery of, any such Officer's Certificate until April
15, in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed in respect of the Trust
from the preceding calendar year. No Reporting Servicer shall be required to
cause the delivery of any such assessments until April 15 in any given year so
long as it has received written confirmation from the Depositor that a report on
Form 10-K is not required to be filed in respect of the Trust for the preceding
calendar year.
Section 10.10 Annual Reports on Assessment of Compliance with
Servicing Criteria. (a) On or before March 15 of each year commencing in March
2008, the Master Servicer, the Special Servicer and the Trustee, each at its own
expense, shall furnish, and the Master Servicer and Special Servicer shall cause
each Servicing Function Participant with which it has entered a servicing
relationship with respect to any Mortgage Loans after the Closing Date and shall
use its commercially reasonable efforts to cause any Servicing Functioning
Participant with which it has entered a servicing relationship on or prior to
the Closing Date (including, without limitation, the Sub-Servicers listed on
Exhibit Y hereto) with respect to any Mortgage Loans (each Master Servicer, the
Special Servicer, the Trustee and any Servicing Function Participant, as the
case may be, a "Reporting Servicer"), to furnish, to the Trustee and the
Depositor, a report on an assessment of compliance with the Relevant Servicing
Criteria that contains (A) a statement by such Reporting Servicer of its
responsibility for assessing compliance with the Relevant Servicing Criteria,
(B) a statement that such Reporting Servicer used the Servicing Criteria to
assess compliance with the Relevant Servicing Criteria, (C) such Reporting
Servicer's assessment of compliance with the Relevant Servicing Criteria as of
and for the period ending the end of the fiscal year covered by the Form 10-K
required to be filed pursuant to Section 10.05, including, if there has been any
material instance of noncompliance with the Relevant Servicing Criteria, a
discussion of each such failure and the nature and status thereof, and (D) a
statement that a registered public accounting firm has issued an attestation
report on such Reporting Servicer's assessment of compliance with the Relevant
Servicing Criteria as of and for such period.
Each such report shall be addressed to the Depositor and signed by
an authorized officer of the applicable company, and shall address each of the
Relevant Servicing Criteria specified on a certification substantially in the
form of Exhibit T hereto delivered to the Depositor on the Closing Date.
Promptly after receipt of each such report, (i) the Depositor may review each
such report and, if applicable, consult with the each Reporting Servicer as to
the nature of any material instance of noncompliance with the Relevant Servicing
Criteria, and (ii) the Trustee shall confirm that the assessments, taken
individually address the Relevant Servicing Criteria for each party as set forth
on Exhibit T and notify the Depositor of any exceptions. No Reporting Servicer
shall be required to cause the delivery of any such assessments until April 15
in any given year so long as it has received written confirmation from the
Depositor that a report on Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year.
(b) On the Closing Date, the Master Servicer, the Special Servicer
and the Trustee each acknowledge and agree that Exhibit T sets forth the
Relevant Servicing Criteria for such party.
(c) No later than the end of each fiscal year for the Trust, the
Master Servicer and the Special Servicer shall notify the Trustee and the
Depositor as to the name of each Servicing Function Participant (pursuant to
Item 1108(a)(2) of Regulation AB) utilized by it, and the Trustee shall notify
the Depositor as to the name of each Servicing Function Participant utilized by
it, and each such notice will specify what specific Servicing Criteria will be
addressed in the report on assessment of compliance prepared by such Servicing
Function Participant. When the Master Servicer, the Special Servicer and the
Trustee submit their assessments pursuant to Section 10.10(a), the Master
Servicer, the Special Servicer and the Trustee, as applicable, will also at such
time include the assessment (and related attestation pursuant to Section 10.11)
of each Servicing Function Participant engaged by it.
Section 10.11 Annual Independent Public Accountants' Servicing
Report. On or before March 15 of each year, commencing in March 2008, the Master
Servicer, the Special Servicer and the Trustee, each at its own expense, shall
cause, and the Master Servicer, the Special Servicer and the Trustee shall cause
each Servicing Function Participant with which it has entered a servicing
relationship with respect to any Mortgage Loans after the Closing Date and shall
use its commercially reasonable efforts to cause any Servicing Function
Participant with which it has entered a servicing relationship on or prior to
the Closing Date (including, without limitation, the Sub-Servicers listed on
Exhibit Y hereto) with respect to any Mortgage Loans to cause, a registered
public accounting firm (which may also render other services to the Master
Servicer, the Special Servicer, the Trustee or the applicable Servicing Function
Participant, as the case may be) and that is a member of the American Institute
of Certified Public Accountants to furnish a report to the Trustee and the
Depositor, with a copy to the Rating Agencies and the Directing
Certificateholder (in the case of the Master Servicer and the Special Servicer),
to the effect that (i) it has obtained a representation regarding certain
matters from the management of such Reporting Servicer, which includes an
assertion that such Reporting Servicer has complied with the Relevant Servicing
Criteria and (ii) on the basis of an examination conducted by such firm in
accordance with standards for attestation engagements issued or adopted by the
PCAOB, it is expressing an opinion as to whether such Reporting Servicer's
compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it is not expressing an overall opinion regarding such
Reporting Servicer's assessment of compliance with the Relevant Servicing
Criteria. In the event that an overall opinion cannot be expressed, such
registered public accounting firm shall state in such report why it was unable
to express such an opinion. Each such related accountant's attestation report
shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under the Act and the Exchange Act. Such report must be available for general
use and not contain restricted use language.
Promptly after receipt of such report from the Master Servicer, the
Special Servicer, the Trustee or any Servicing Function Participant, (i) the
Depositor may review the report and, if applicable, consult with the Master
Servicer, the Special Servicer or the Trustee as to the nature of any defaults
by the Master Servicer, the Special Servicer, the Trustee or any Servicing
Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans, as the case may be, in the fulfillment of
any of the Master Servicer's, the Special Servicer's, the Trustee's or the
applicable Servicing Function Participants' obligations hereunder or under the
applicable sub-servicing or primary servicing agreement, and (ii) the Trustee
shall confirm that each accountants' attestation report submitted pursuant to
this Section relates to an assessment of compliance meeting the requirements of
Section 10.10 and notify the Depositor of any exceptions.
Section 10.12 Indemnification. Each of the Master Servicer, the
Special Servicer and the Trustee shall indemnify and hold harmless each
Certification Party from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and
other costs and expenses incurred by such Certification Party arising out of (i)
an actual breach by the Master Servicer, the Special Servicer or the Trustee, as
the case may be, of its obligations under this Article X or (ii) negligence, bad
faith or willful misconduct on the part of the Master Servicer, the Special
Servicer or the Trustee in the performance of such obligations.
The Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause each Additional Servicer and each Servicing Function
Participant hired by it to indemnify and hold harmless each Certification Party
from and against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and any other
costs, fees and expenses incurred by such Certification Party arising out of (i)
a breach of its obligations to provide any of the annual compliance statements
or annual servicing criteria compliance reports or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement or (ii)
negligence, bad faith or willful misconduct its part in the performance of such
obligations or (iii) any failure by a Servicer (as defined in Section 10.02(b))
to identify a Servicing Function Participant pursuant to Section 10.02(c).
If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Party, then the Master Servicer,
the Special Servicer, the Trustee, the Additional Servicer or other Servicing
Function Participant (the "Performing Party") shall contribute to the amount
paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as is
appropriate to reflect the relative fault of the Certification Party on the one
hand and the Performing Party on the other in connection with a breach of the
Performing Party's obligations pursuant to Sections 10.06, 10.09, 10.10 or 10.11
(or breach of its obligations under the applicable sub-servicing or primary
servicing agreement to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports) or the Performing
party's negligence, bad faith or willful misconduct in connection therewith. The
Master Servicer and Special Servicer shall use commercially reasonable efforts
to cause each Additional Servicer or Servicing Function Participant, in each
case hired by it to agree to the foregoing indemnification and contribution
obligations. This Section 10.12 shall survive the termination of this Agreement
or the earlier resignation or removal of the Master Servicer or the Special
Servicer.
Section 10.13 Amendments. This Article X may be amended by the
parties hereto pursuant to Section 12.07 for purposes of complying with
Regulation AB and/or to conform to standards developed within the commercial
mortgage-backed securities market and the Xxxxxxxx-Xxxxx Act or for purposes of
designating the Certifying Person without any Opinions of Counsel, Officer's
Certificates, Rating Agency Confirmations or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this
Agreement; provided, however, that the reports (or substantially similar
reports) required to be delivered pursuant to Section 10.09 and Section 10.11
will continue to be required regardless of any amendment to this Agreement.
Section 10.14 Regulation AB Notices. With respect to any notice
required to be delivered by the Trustee to the Depositor pursuant to this
Article X, the Trustee may deliver such notice, notwithstanding any contrary
provision in Section 11.04, via facsimile to GS Mortgage Securities Corporation
II, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx Xxxxxxxx,
telecopy number: (000) 000-0000, with a copy to Xxxx Xxx, telecopy number:
(000)000-0000.
Section 10.15 Certain Matters Relating to the Future Securitization
of the Serviced Pari Passu Companion Loans.
(a) Each of the Trustee, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use
commercially reasonable efforts to cause any sub-servicer appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from the
trustee, master servicer or special servicer for the related Regulation AB
Companion Loan Securitization (which request or notice may be given once either
by providing a specific written request or notice or by providing a copy of the
Companion Pooling Agreement to the Trustee, the Master Servicer and the Special
Servicer, in each case at the closing of such Regulation AB Companion Loan
Securitization instead of each time a filing is required), cooperate with such
trustee, master servicer or special servicer in preparing each Form 10-D
required to be filed by such Regulation AB Companion Loan Securitization (until
January 30 of the first year in which the trustee for such Regulation AB
Companion Loan Securitization files a Form 15 Suspension Notice with respect to
the related trust) and shall provide to such trustee, master servicer or special
servicer within the time period set forth in the Companion Pooling Agreement (so
long as such time period is no earlier than the time periods set forth herein)
for such Regulation AB Companion Loan Securitization such information relating
to such Serviced Securitized Companion Loan as may be necessary for the servicer
and trustee of such Regulation AB Companion Loan Securitization to comply with
the reporting requirements of Regulation AB; provided, however, any parties to
any Regulation AB Companion Loan Securitization shall consult with the Trustee,
the Master Servicer and the Special Servicer (and the Master Servicer shall
consult with the primary servicer and any sub-servicer appointed with respect to
the related Serviced Whole Loan), and the Trustee, the Master Servicer and the
Special Servicer shall cooperate with such parties in respect of establishing
the time periods for preparation of the Form 10-D reports in the documentation
for such Regulation AB Companion Loan Securitization.
(b) Each of the Trustee, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use
commercially reasonable efforts to cause any sub-servicer appointed with respect
to a Serviced Securitized Companion Loan to, upon request from the trustee for
the related Regulation AB Companion Loan Securitization (which request or notice
may be given once either by providing a specific written request or notice or by
providing a copy of the Companion Pooling Agreement to the Trustee, the Master
Servicer and the Special Servicer, in each case at the closing of such
Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide such trustee (until January 30 of the first year in which
such trustee files a Form 15 Suspension Notice with respect to the related
trust) information with respect to any event that is required to be disclosed
under Form 8-K with respect to such Serviced Securitized Companion Loan within
two Business Days after the occurrence of such event of which it has knowledge.
(c) On or before March 15 of each year (or March 14 if a leap year)
during which a Regulation AB Companion Loan Securitization is required to file
an annual report on Form 10-K (and not in respect of any year in which such
Regulation AB Companion Loan Securitization is not required to file an annual
report on Form 10-K because a Form 15 Suspension Notice with respect to the
related trust was filed), each of the Trustee, the Master Servicer and the
Special Servicer shall, and the Master Servicer and the Special Servicer shall
use commercially reasonable efforts to cause any sub-servicer appointed with
respect to the related Serviced Securitized Companion Loan to, upon request from
the trustee under such Regulation AB Companion Loan Securitization (which
request or notice may be given once either by providing a specific written
request or notice or by providing a copy of the Companion Pooling Agreement to
the Trustee, the Master Servicer and the Special Servicer, in each case at the
closing of such Regulation AB Companion Loan Securitization instead of each time
a filing is required), provide, with respect to itself, to such trustee, to the
extent required pursuant to Item 1122 of Regulation AB, (i) a report on an
assessment of compliance with the servicing criteria to the extent required
pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm's
attestation report on such Person's assessment of compliance with the applicable
servicing criteria to the extent required pursuant to Item 1122(b) of Regulation
AB and (iii) such other information as may be required pursuant to Item 1122(c)
of Regulation AB.
(d) On or before March 15 of each year (or March 14 if a leap year)
during which a Regulation AB Companion Loan Securitization is required to file
an annual report on Form 10-K (and not in respect of any year in which such
Regulation AB Companion Loan Securitization is not required to file an annual
report on Form 10-K because a Form 15 Suspension Notice with respect to the
related trust was filed), each of the Trustee, the Master Servicer and the
Special Servicer shall, and the Master Servicer and the Special Servicer shall
use reasonable efforts to cause any sub-servicer appointed with respect to the
related Serviced Securitized Companion Loan to, to the extent required pursuant
to Item 1123 of Regulation AB, deliver, with respect to itself, to the trustee
under such Regulation AB Companion Loan Securitization, upon request from such
trustee (which request or notice may be given once either by providing a
specific written request or notice or by providing a copy of the Companion
Pooling Agreement to the Trustee, the Master Servicer and the Special Servicer,
in each case at the closing of such Regulation AB Companion Loan Securitization
instead of each time a filing is required) a servicer compliance statement
signed by an authorized officer of such Person that satisfies the requirements
of Item 1123 of Regulation AB.
(e) Each of the Trustee, the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause a sub-servicer to
agree (severally but not jointly) to indemnify (such indemnity limited to each
such party's respective failure described below) and hold the related Mortgage
Loan Seller (or permitted transferee), depositor, trustee or master servicer
under a Regulation AB Companion Loan Securitization harmless for any costs,
liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor,
trustee or master servicer as a result of any failure by the Trustee, the Master
Servicer and the Special Servicer, as applicable, to comply with the reporting
requirements to the extent applicable set forth under Sections 10.15(a), (b),
(c) or (d) above.
Any subservicing agreement related to a Serviced Securitized
Companion Loan shall contain a provision requiring the related sub-servicer to
provide to the Master Servicer or Special Servicer, as applicable, information,
reports and certificates with respect to itself comparable to any information,
reports or certificates required to be provided by the Master Servicer or
Special Servicer pursuant to this Section 10.15, even if such sub-servicer is
not otherwise required to provide such information, reports or certificates to
any Person in order to comply with Regulation AB. Such information, reports or
certificates shall be provided to the Master Servicer or Special Servicer, as
applicable, no later than two Business Days prior to the date on which the
Master Servicer or Special Servicer, as applicable, is required to deliver its
comparable information, reports or certificates pursuant to this Section 10.15.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Counterparts. 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 11.02 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder'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.
No Certificateholder shall have any right to vote (except as
expressly provided for herein) 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 from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement, any Mortgage Loan or Serviced Whole Loan, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates representing Percentage Interests of at least 25% of each
affected Class of Certificates 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 of any Class shall have any
right in any manner whatever 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, or to enforce any right under this Agreement, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Certificates of such Class. 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 11.03 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 11.04 Notices. Unless otherwise specifically provided in
this Agreement, 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 if personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee which shall be deemed to have
been duly given only when received), to: (i) in the case of the Depositor, GS
Mortgage Securities Corporation II, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxx Xxxxxx Xxxxxxxx, telecopy number: (000) 000-0000, with a copy
to: Xxxx Xxx, telecopy number: (000) 000-0000; (ii) in the case of the Master
Servicer, Wachovia Bank, National Association, NC 1075, 0000 Xxxxxxxx Xxxxx,
XXX0, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, Attention: GS Mortgage Securities
Trust 2007-GG10, with a copy to Wachovia Corporation, Legal Division-NC0630, One
Wachovia Center, 000 X. Xxxxxxx Xx., 00xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000-0000, Attn: Commercial Real Estate Services; (iii) in the case of the
Special Servicer, CWCapital Asset Management LLC, 000 Xxxxxxxxxx Xxxxxx, XX,
Xxxxx 0000, Xxxxxxxxxx, XX 00000, Attention: Xxxxx Innarone (GSMC 2007-GG10),
fax number: (000) 000-0000, with a copy to CWCapital Asset Management LLC, One
Xxxxxxx River Place, 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000,
Attention: Xxxx Xxxx (GSMC 2007-GG10), fax number: (000) 000-0000; (iv) in the
case of the Trustee, Xxxxx Fargo Center, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000-0000, Attention: Corporate Trust Services - GS Mortgage
Securities Corporation II, Series 2007 GG10, telecopy number: (000) 000-0000;
(v) in the case of the Rating Agencies, (a) Standard & Poor's Ratings Services,
00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Commercial
Mortgage Surveillance, fax number: (000) 000-0000, (b) Xxxxx'x Investors
Services, Inc., 00 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Commercial Mortgage Surveillance Group, fax number: (000) 000-0000,
and (c) Fitch, Inc., Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Commercial Mortgage Backed Securities, telecopy number: (212) 635
0295; (vi) in the case of the Mortgage Loan Sellers, (a) Xxxxxxx Xxxxx Mortgage
Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx
Xxxxxxxx, telecopy number: (000) 000 0000, with a copy to: Xxxx Xxx, telecopy
number: (000) 000-0000: (000) 000 0000, (b) Greenwich Capital Financial
Products, Inc., 000 Xxxxxxxxx Xx., Xxxxxxxxx, Xxxxxxxxxxx 00000, Attention:
Xxxxxx Xxxx, telecopy number: (000) 000-0000, with Xxxx Xxxxxxxxx, Esq.,
telecopy number: (000) 000-0000; (vii) in the case of the Underwriters, (a) to
Xxxxxxx, Xxxxx & Co., addressed to Xxxxxxx, Sachs & Co., 00 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx Xxxxxxxx, fax number: (212) 346
3594, with a copy to: Xxxxxx Xxxxx, Esq., fax number: (000) 000 0000, (b) to
Greenwich Capital Markets, Inc., addressed to Greenwich Capital Markets, Inc.,
000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, Attention: Xxxxxx Xxxx, fax
number: (000) 000-0000, with a copy to Xxxx Xxxxxxxxx, Esq., fax number: (203)
000-0000, (c) to Bear, Xxxxxxx & Co. Inc., addressed to Bear, Xxxxxxx & Co.
Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxx,
Telecopy No.: (000) 000-0000, with a telecopy to Xxxxxx Xxxxxxxxx, Esq.,
telecopy number: (000) 000-0000, (d) to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, addressed to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, 4
World Financial Center, 16th Floor, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
fax number: (000) 000-0000, Attention: Xxxxx X. Xxxxxxx or Director, CMBS
Securitization, with a copy to Xxxxxx Xxxxxxxx, Esq., Office of the General
Counsel, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated, 4 World Financial
Center, 12th Floor, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, fax number:
(000) 000-0000, (e) to Xxxxxx Xxxxxxx & Co. Incorporated, addressed to Xxxxxx
Xxxxxxx & Co. Incorporated, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxxxxx X. Xxxxxx, fax number: (000) 000-0000, and (f) to Wachovia Capital
Markets, LLC, addressed to Wachovia Capital Markets, LLC, 000 X. Xxxxxxx Xxxxxx
XX0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxx Xxxx, fax number:
(000) 000-0000, with a fax to Xxxxxxxxx Xxxxxxx, fax number: (000) 000-0000;
and; (viii) in the case of the Controlling Class Representative, 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 (GSMC 2007-GG10) and CWCapital Investments, LLC, 000 Xxxxxxxxxx
Xxxxxx, XX, Xxxxx 0000, Xxxxxxxxxx, XX 00000, Attention: Xxxxxxxx Xxxxxxxxx
(GSMC 2007-GG10), fax number: (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. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.
Section 11.05 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, to the extent permitted by applicable law,
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 11.06 Notice to the Depositor and Each Rating Agency.
(a) The Trustee shall use its best efforts to promptly provide
notice to the Depositor and each Rating Agency with respect to each of the
following of which a Responsible Officer of the Trustee 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 merger, consolidation, resignation or termination of the
Master Servicer, Special Servicer or the Trustee;
(iv) the repurchase of Mortgage Loans pursuant to Section 2.03;
(v) the final payment to any Class of Certificateholders;
(vi) any change in the location of the Interest Reserve Account, the
Excess Liquidation Proceeds Reserve Account, the Lower-Tier Distribution
Account or the Upper-Tier Distribution Account;
(vii) any event that would result in the voluntary or involuntary
termination of any insurance of the accounts of the Master Servicer; and
(viii) any change in the lien priority of a Mortgage Loan.
(b) The Master Servicer (or the Trustee with respect to item (iv)
below) shall promptly furnish to each Rating Agency copies of the following:
(i) each of its annual statements as to compliance described in
Section 10.09;
(ii) each of its annual independent public accountants' servicing
reports described in Section 10.11;
(iii) upon request, a copy of each operating and other financial
statements, rent rolls, occupancy reports, and sales reports to the extent
such information is required to be delivered under a Mortgage Loan, in
each case to the extent collected pursuant to Section 4.02;
(iv) upon request, each Distribution Date Statement described in
Section 4.02; and
(v) upon request, each inspection report prepared in connection with
any inspection conducted pursuant to Section 3.19.
(c) The Master Servicer shall furnish each Rating Agency with such
information as in the Master Servicer's possession with respect to the Trust
Fund, any Mortgaged Property, a Mortgagor and a Mortgage Loan as such Rating
Agency shall reasonably request. The Rating Agencies shall not be charged any
fee or expense in connection therewith.
Section 11.07 Amendment. This Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Master Servicer, the
Special Servicer and the Trustee, without the consent of any of the
Certificateholders (i) to cure any ambiguity to the extent that it does not
adversely affect any holders of Certificates or the Companion Loan Noteholders;
(ii) to correct or supplement any of its provisions which may be inconsistent
with any other provisions of this Agreement or with the description thereof in
the Prospectus or the Prospectus Supplement or to correct any error; (iii) to
change the timing and/or nature of deposits in the Collection Account, the
Lower-Tier Distribution Account, the Upper-Tier Distribution Account or the REO
Account, provided that (A) the Master Servicer Remittance Date shall in no event
be later than the Business Day prior to the related Distribution Date, (B) the
change would not adversely affect in any material respect the interests of any
Certificateholder or Companion Loan Noteholder, as evidenced by an opinion of
counsel (at the expense of the party requesting the amendment) and (C) the
change would not result in the downgrading, qualification or withdrawal of the
ratings assigned to any Class of Certificates by any of S&P, Xxxxx'x or Fitch,
as evidenced by a letter from each of S&P, Xxxxx'x or Fitch; (iv) to modify,
eliminate or add to any of its provisions (A) to the extent as will be necessary
to maintain the qualification of the Upper-Tier REMIC or the Lower-Tier REMIC as
a REMIC or to avoid or minimize the risk of imposition of any tax on the Trust
Fund, provided that the Trustee has received an opinion of counsel (at the
expense of the party requesting the amendment) to the effect that (1) the action
is necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Companion
Loan Noteholder or (B) to restrict (or to remove any existing restrictions with
respect to) the transfer of the Residual Certificates, provided that the
Depositor has determined that the amendment will not give rise to any tax with
respect to the transfer of the Residual Certificates to a non-permitted
transferee; (v) to make any other provisions with respect to matters or
questions arising under this Agreement or any other change, provided that the
required action will not adversely affect in any material respect the interests
of any Certificateholder or, if applicable, any Companion Loan Noteholder, as
evidenced by an opinion of counsel and Rating Agency Confirmation; and (vi) to
amend or supplement any provision of this Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by any of S&P,
Xxxxx'x and Fitch, as evidenced by Rating Agency Confirmation; provided, that
the required action will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable, any Companion Loan
Noteholder; provided that no amendment may be made that changes in any manner
the obligations or rights of any Mortgage Loan Seller under a Loan Sale
Agreement without the consent of the affected Mortgage Loan Seller. Expenses
incurred with respect to any amendment shall be borne by the party requesting
such amendment, unless the Master Servicer, Special Servicer or Trustee is
requesting an amendment for the benefit of the Certificateholders, then such
expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer
and the Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend this Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to be
distributed on a Certificate of any Class or any Companion Loan
Noteholder, as applicable, without the consent of the holder of that
Certificate, or any Companion Loan Noteholder, as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment remove the
requirement to obtain the consent of any Companion Loan Noteholder of a
Serviced Whole Loan without the consent of the holders of all Certificates
of that Class then outstanding or the consent of each Companion Loan
Noteholder of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Purchase Agreement without the consent of each
Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or Rating Agency
Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely
affect in any material respect the interests of any holder of a Companion Loan
may be made without the consent of the holder of the related Companion Loan.
In the event that neither the Depositor nor any successor thereto,
if any, is in existence, any amendment under this Section 11.07 shall be
effective with the consent of the Trustee, the Special Servicer and the Master
Servicer, in writing, and to the extent required by this Section, the
Certificateholders or the Companion Loan Noteholder, as applicable. Promptly
after the execution of any amendment, the Master Servicer shall forward to the
Trustee, the Special Servicer and each Companion Loan Noteholder and the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder, as applicable, and each Rating Agency. It shall not be
necessary for the consent of Certificateholders or the Companion Loan
Noteholder, as applicable, under this Section 11.07 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall
approve the substance thereof. The method of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders or
the Companion Loan Noteholder, as applicable, shall be subject to such
reasonable regulations as the Trustee may prescribe; provided, however, that
such method shall always be by affirmation and in writing.
Notwithstanding any contrary provision of this Agreement, no
amendment shall be made to this Agreement or any Custodial Agreement unless, if
requested by the Master Servicer, the Special Servicer and/or the Trustee, the
Master Servicer, the Special Servicer and the Trustee shall have received an
Opinion of Counsel, at the expense of the party requesting such amendment (or,
if such amendment is required by any Rating Agency to maintain the rating issued
by it or requested by the Trustee for any purpose described in clause (i) or
(ii) of the first sentence of this Section, then at the expense of the Trust
Fund), to the effect that such amendment will not cause either the Upper-Tier
REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding, will not cause a tax to be imposed on either Trust
REMIC under the REMIC Provisions (other than a tax at the highest marginal
corporate tax rate on net income from foreclosure property). Prior to the
execution of any amendment to this Agreement or any Custodial Agreement, the
Trustee, the Special Servicer and the Master Servicer may request and shall be
entitled to rely conclusively upon an Opinion of Counsel, at the expense of the
party requesting such amendment (or, if such amendment is required by any Rating
Agency to maintain the rating issued by it or requested by the Trustee for any
purpose described in clause (i), (ii), (iii) or (v) (which do not modify or
otherwise relate solely to the obligations, duties or rights of the Trustee) of
the first sentence of this Section, then at the expense of the Trust Fund)
stating that the execution of such amendment is authorized or permitted by this
Agreement. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's own rights, duties or immunities under
this Agreement.
Section 11.08 Confirmation of Intent. The Depositor intends 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 intends that the rights and obligations of the
parties to such loan shall be established pursuant to the terms of this
Agreement. The Depositor also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted 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 comprising the Trust Fund, including without
limitation, 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 Principal Prepayments
received prior to the Cut-off Date), all amounts held from time to time in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and, if established, the REO Account, and all
reinvestment earnings on such amounts, and all of the Depositor's right, title
and interest in and to any Insurance Proceeds related to such Mortgage Loans and
(ii) this Agreement shall constitute a security agreement under applicable law.
This Section 11.08 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.
Section 11.09 Third-Party Beneficiaries. No Persons other than a
party to this Agreement, any party to any Other Pooling Agreement, any Companion
Loan Noteholders and any Certificateholder, shall have any rights with respect
to the enforcement of any of the rights or obligations hereunder and the parties
to any Other Pooling Agreement, any Companion Loan Noteholder and any
Certificateholder (which are intended third-party beneficiaries of this
Agreement) shall have the right to enforce the rights and obligations hereunder
to the extent they affect the related Companion Loan.
Without limiting the foregoing, the parties to this Agreement
specifically state that no Mortgagor, property manager or other party to a
Mortgage Loan is an intended third-party beneficiary of this Agreement.
In the event that one, but not both, of the Notes (as defined in
Section 3.32) with respect to any Joint Loan is repurchased, the holder of the
Repurchased Note shall become a third-party beneficiary of this Agreement to the
same extent as if it were a Companion Loan Noteholder, as contemplated by
Section 3.32.
Section 11.10 Request by Certificateholders or Companion Loan
Noteholders. Where information or reports are required to be delivered to a
Certificateholder or the Companion Loan Noteholders, as applicable, upon request
pursuant to the terms of this Agreement, such request can be in the form of a
single blanket request by a Certificateholder or the Companion Loan Noteholders,
as applicable, to the Trustee, the Master Servicer or the Special Servicer, as
applicable, and, with respect to such Certificateholder or the Companion Loan
Noteholders, as applicable, such request shall be deemed to relate to each date
such report or information may be requested. The notice shall set forth the
applicable Sections where such reports and information are requested.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Special
Servicer and the Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized all as of the day and year first
above written.
GS MORTGAGE SECURITIES CORPORATION II,
as Depositor
By: /s/ Xxx Xxxxx
-------------------------------------
Name: Xxx Xxxxx
Title: CFO
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Master Servicer
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President
CWCAPITAL ASSET MANAGEMENT LLC, as
Special Servicer
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
XXXXX FARGO BANK, N.A., as Trustee,
Custodian and Certificate Registrar
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this 10 day of July, 2007, before me, the undersigned, a Notary
Public in and for the State of New York, duly commissioned and sworn, personally
appeared Xxx Xxxxx, to me known who, by me duly sworn, did depose and
acknowledge before me and say that he/she is a CFO of GS Mortgage Securities
Corporation II, a New York limited partnership, the limited partnership
described in and that executed the foregoing instrument; and that he/she signed
his/her name thereto under authority of the board of directors of said limited
partnership and on behalf of such limited partnership.
WITNESS my hand and seal hereto affixed the day and year first above
written.
/s/ Xxxxxxx Xxxxx
-------------------------------------
Notary Public in and for the
State of New York
[SEAL]
My Commission expires:
March 30, 0000
XXXXX XX XXXXX XXXXXXXX )
) ss.:
COUNTY OF MECKLENBURG )
On this 5th day of July, 2007, before me, the undersigned, a Notary
Public in and for the State of North Carolina, duly commissioned and sworn,
personally appeared Xxxxxx X. Xxxxxxxxxx, to me known who, by me duly sworn, did
depose and acknowledge before me and say that he/she is a Vice President of
Wachovia Bank, National Association, a national banking association, the
national banking association described in and that executed the foregoing
instrument; and that he/she signed his/her name thereto under authority of the
board of directors of said national banking association and on behalf of such
national banking association.
WITNESS my hand and seal hereto affixed the day and year first above
written.
/s/ Xxxx X. Xxxxxx
-------------------------------------
Notary Public in and for the
State of North Carolina
[SEAL]
My Commission expires:
September 28, 0000
XXXXX XX )
XXXXXXXX XX XXXXXXXX ) ss.:
COUNTY )
On this 9th day of July, 2007, before me, the undersigned, a Notary
Public in and for D.C., duly commissioned and sworn, personally appeared Xxxxx
X. Xxxxxxxxx, to me known who, by me duly sworn, did depose and acknowledge
before me and say that he/she is a Managing Director of CWCapital Asset
Management LLC, a Massachusetts limited liability company, the limited liability
company described in and that executed the foregoing instrument; and that he/she
signed his/her name thereto under authority of the Board of Directors of said
limited liability company and on behalf of such limited liability company.
WITNESS my hand and seal hereto affixed the day and year first above
written.
/s/ Xxxxxx X. Xxxxxx
-------------------------------------
Print Name:
NOTARY PUBLIC,
My Commission expires:
July 31, 2011
[NOTARIAL SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 10th day of July, 2007, before me, the undersigned, a Notary
Public in and for New York, duly commissioned and sworn, personally appeared
Xxxx X. Xxxxxxx, to me known who, by me duly sworn, did depose and acknowledge
before me and say that he/she is a Vice President of Xxxxx Fargo Bank, N.A., a
national banking association, the national banking association described in and
that executed the foregoing instrument; and that he/she signed his/her name
thereto under authority of the board of directors of said national banking
association and on behalf of such national banking association.
WITNESS my hand and seal hereto affixed the day and year first above
written.
/s/ Xxxxx X. Xxxxxx
-------------------------------------
Notary Public in and for the
State of New York
[SEAL]
My Commission expires:
January 3, 2009
EXHIBIT A-1
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS A-1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS A-1
Pass-Through Rate: 5.690%
First Distribution Date: August 10, 2007 Cut-Off Date: July 1, 2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class A-1 Certificates: August 10, 2045
$75,000,000
CUSIP: 36246L AA9 Initial Certificate Principal Amount
of this Certificate: $75,000,000
ISIN: US36246LAA98
Common Code: 031086507
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class A-1 Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class
H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class
S, Class R and Class LR Certificates (together with the Class A-1 Certificates,
the "Certificates"; the Holders of Certificates issued under the Pooling
Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer, and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-1 Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class A-1 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock-Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50%
Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days' prior notice given to the Depositor,
the Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Class A-1 Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-1 Certificates referred to in the Pooling
Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ______________________________ (please print or typewrite
name(s) and address(es), including postal zip code(s) of assignee(s))
("Assignee(s)") the entire Percentage Interest represented by the within Class
A-1 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class A-1
Certificate of the entire Percentage Interest represented by the within Class
A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-2
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS A-2
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS A-2
Pass-Through Rate: The lesser of
5.778% and the WAC Rate
First Distribution Date: August 10, 2007 Cut-Off Date: July 1, 2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class A-2 Certificates: August 10, 2045
$725,300,000
CUSIP: 36246L AB7 Initial Certificate Principal Amount
of this Certificate: $[500,000,000]
[225,300,000]
ISIN: US36246LAB71
Common Code: 031086574
No.: [1]
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class A-2 Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class
H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class
S, Class R and Class LR Certificates (together with the Class A-2 Certificates,
the "Certificates"; the Holders of Certificates issued under the Pooling
Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-2 Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class A-2 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock-Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50%
Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days' prior notice given to the Depositor,
the Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Class A-2 Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-2 Certificates referred to in the Pooling
Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class A-2 Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class A-2
Certificate of the entire Percentage Interest represented by the within Class
A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2
Certificate to the following address:
Date: _________________
__________________________________
Signature by or on behalf of
Assignor(s)
__________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-3
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS A-3
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS A-3
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, 2007 Cut-Off Date: July 1, 2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class A-3 Certificates: August 10, 2045
$246,609,000
CUSIP: 36246L AC5 Initial Certificate Principal Amount
of this Certificate: $246,609,000
ISIN: US36246LAC54
Common Code: 031087511
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class A-3 Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class
H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class
S, Class R and Class LR Certificates (together with the Class A-3 Certificates,
the "Certificates"; the Holders of Certificates issued under the Pooling
Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-3 Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class A-3 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock-Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
---------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
IN WITNESS WHEREOF, the Trustee has caused this Class A-3 Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-3 Certificates referred to in the Pooling
Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class A-3 Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class A-3
Certificate of the entire Percentage Interest represented by the within Class
A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3
Certificate to the following address:
Date: _________________
__________________________________
Signature by or on behalf of
Assignor(s)
__________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-4
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS A-AB
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS A-AB
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, 2007 Cut-Off Date: July 1, 2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class A-AB Certificates: August 10, 2045
$72,000,000
CUSIP: 36246L AD3 Initial Certificate Principal Amount
of this Certificate: $72,000,000
ISIN: US36246LAD38
Common Code: 031088364
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class A-AB Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S,
Class R and Class LR Certificates (together with the Class A-AB Certificates,
the "Certificates"; the Holders of Certificates issued under the Pooling
Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-AB Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class A-AB Certificates is the
calendar month preceding the month in which such Distribution Date occurs and is
assumed to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock-Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
----------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
IN WITNESS WHEREOF, the Trustee has caused this Class A-AB Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-AB Certificates referred to in the Pooling
Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class A-AB Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class A-AB
Certificate of the entire Percentage Interest represented by the within Class
A-AB Certificates to the above-named Assignee(s) and to deliver such Class A-AB
Certificate to the following address:
Date: _________________
__________________________________
Signature by or on behalf of
Assignor(s)
__________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-5
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS A-4
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS A-4
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, 2007 Cut-Off Date: July 1, 2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class A-4 Certificates: August 10, 2045
$3,661,032,000
CUSIP: 36246L AE1 Initial Certificate Principal Amount
of this Certificate: $[500,000,000]
[500,000,000] [500,000,000]
[500,000,000] [500,000,000]
[500,000,000] [500,000,000]
[161,032,000]
ISIN: US36246LAE11
Common Code: 031096634
No.: [1]
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class A-4 Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-1A, Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class
H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class
S, Class R and Class LR Certificates (together with the Class A-4 Certificates,
the "Certificates"; the Holders of Certificates issued under the Pooling
Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-4 Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class A-4 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock-Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
-----------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
IN WITNESS WHEREOF, the Trustee has caused this Class A-4 Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-4 Certificates referred to in the Pooling
Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________ (please
print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by the
within Class A-4 Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class A-4
Certificate of the entire Percentage Interest represented by the within Class
A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4
Certificate to the following address:
Date: _________________
__________________________________
Signature by or on behalf of
Assignor(s)
__________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-6
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS A-1A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS A-1A
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, 2007 Cut-Off Date: July 1, 2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class A-1A Certificates: August 10, 2045
$514,000,000
CUSIP: 36246L AF8 Initial Certificate Principal Amount
of this Certificate: $[500,000,000]
[14,000,000]
ISIN: US36246LAF85
Common Code: 031089263
No.: [1]
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class A-1A Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-M, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S,
Class R and Class LR Certificates (together with the Class A-1A Certificates,
the "Certificates"; the Holders of Certificates issued under the Pooling
Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-1A Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class A-1A Certificates is the
calendar month preceding the month in which such Distribution Date occurs and is
assumed to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock-Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50%
Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days' prior notice given to the Depositor,
the Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
----------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
IN WITNESS WHEREOF, the Trustee has caused this Class A-1A Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-1A Certificates referred to in the Pooling
Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity butsolely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________ (please
print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by the
within Class A-1A Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class A-1A
Certificate of the entire Percentage Interest represented by the within Class
A-1A Certificates to the above-named Assignee(s) and to deliver such Class A-1A
Certificate to the following address:
Date: _________________
__________________________________
Signature by or on behalf of
Assignor(s)
__________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-7
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS A-M
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS A-M
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, 2007 Cut-Off Date: July 1, 2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class A-M Certificates: August 10, 2045
$756,277,000
CUSIP: 36246L AG6 Initial Certificate Principal Amount
of this Certificate: $[500,000,000]
[256,277,000]
ISIN: US36246LAG68
Common Code: 031097100
No.: [1]
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class A-M Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class
H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class
S, Class R and Class LR Certificates (together with the Class A-M Certificates,
the "Certificates"; the Holders of Certificates issued under the Pooling
Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-M Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class A-M Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock-Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
----------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
IN WITNESS WHEREOF, the Trustee has caused this Class A-M Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-M Certificates referred to in the Pooling
Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class A-M Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class A-M
Certificate of the entire Percentage Interest represented by the within Class
A-M Certificates to the above-named Assignee(s) and to deliver such Class A-M
Certificate to the following address:
Date: _________________
__________________________________
Signature by or on behalf of
Assignor(s)
__________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-8
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS_THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS A-J
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS_THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS A-J
Pass_Through Rate: The WAC Rate(1)
First Distribution Date: August 10, 2007 Cut_Off Date: July 1, 2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class A-J Certificates: August 10, 2045
$519,941,000
CUSIP: 36246L AH4 Initial Certificate Principal Amount
of this Certificate: $[500,000,000]
[19,941,000]
ISIN: US36246LAH42
Common Code: 031097355
No.: [1]
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class A-J Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class
H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class
S, Class R and Class LR Certificates (together with the Class A-J Certificates,
the "Certificates"; the Holders of Certificates issued under the Pooling
Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-J Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class A-J Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non_tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut_Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non_permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non_Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non_Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
----------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
IN WITNESS WHEREOF, the Trustee has caused this Class A-J Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-J Certificates referred to in the Pooling
Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class A-J Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class A-J
Certificate of the entire Percentage Interest represented by the within Class
A-J Certificates to the above-named Assignee(s) and to deliver such Class A-J
Certificate to the following address:
Date: _________________
__________________________________
Signature by or on behalf of
Assignor(s)
__________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-9
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS X
[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
THE HOLDERS OF THIS CLASS X CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS
OF INTEREST ON THE NOTIONAL AMOUNT OF THE CLASS X CERTIFICATES AND WILL NOT BE
ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL AMOUNT OF
THE CLASS X CERTIFICATES FOR ANY DISTRIBUTION DATE IS AS SET FORTH IN THE
POOLING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER
THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
[If Restricted Certificate issued to an Institutional Accredited Investor
which is not a qualified institutional buyer within the meaning of Rule 144A
under the Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY
HOLDER OF THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT
EXCHANGE THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS X
Pass-Through Rate: Variable IO(1)
First Distribution Date: August 10, 2007 Cut_Off Date: July 1, 0000
Xxxxxxxxx Initial Notional Amount of Scheduled Final Distribution Date:
the Class X Certificates: August 10, 2045
$7,562,773,702
CUSIP: 36246L AP6(2), U0393G AA4(3), Initial Notional Amount of this
36246L BD2(4) Certificate:
$[500,000,000] [500,000,000]
[500,000,000] [500,000,000]
[500,000,000] [500,000,000]
[500,000,000] [500,000,000]
[500,000,000] [500,000,000]
[500,000,000] [500,000,000]
[500,000,000] [500,000,000]
[500,000,000] [62,773,702]
ISIN: US36246LAP67(2),
USU0393GAA41(3), US36246LBD29(4)
Common Code [031097720](5)
No.: [1]
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class X Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, 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, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class X
Certificates, the "Certificates"; the Holders of Certificates are collectively
referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of interest then distributable, if any, allocable to the Class
X Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class X Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non_tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut_Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non_permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non_Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non_Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
---------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 0.036%.
(2) For Book Entry Rule 144A Only.
(3) For Book Entry Regulation S Certificates Only.
(4) For Institutional Accredited Investors Only.
(5) For Book Entry Regulation S Certificates Only
IN WITNESS WHEREOF, the Trustee has caused this Class X Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class X Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ____________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class X Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class X
Certificate of the entire Percentage Interest represented by the within Class X
Certificates to the above-named Assignee(s) and to deliver such Class X
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-10
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
THIS CLASS B CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES
TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE, AND CERTAIN
OTHER ASSETS.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS B
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, Cut-Off Date: July 1, 2007
2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class B Certificates: August 10, 2045
$75,628,000
CUSIP: 00000X XX0 Initial Certificate Principal Amount
of this Certificate: $75,628,000
ISIN: US36246LAJ08
Common Code: 031089719
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class B Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class C, Class D, Class E, Class F, Class X, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class B
Certificates, the "Certificates"; the Holders of Certificates issued under the
Pooling Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class B Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non_tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non_permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non_Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non_Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
----------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
IN WITNESS WHEREOF, the Trustee has caused this Class B Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s),
___________ assign(s) and transfer(s) unto ____________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class B Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class B
Certificate of the entire Percentage Interest represented by the within Class B
Certificates to the above-named Assignee(s) and to deliver such Class B
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-11
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS C
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
THIS CLASS C CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES
TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE, AND CERTAIN
OTHER ASSETS.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS C
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, 2007 Cut-Off Date: July 1, 2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class C Certificates: August 10, 2045
$94,535,000
CUSIP: 36246L AK7 Initial Certificate Principal Amount
of this Certificate: $94,535,000
ISIN: US36246LAK70
Common Code: 031089816
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class C Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class D, Class E, Class F, Class X, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class C
Certificates, the "Certificates"; the Holders of Certificates issued under the
Pooling Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class C Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class C Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non_tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non_permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non_Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non_Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
----------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
IN WITNESS WHEREOF, the Trustee has caused this Class C Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class C Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class C
Certificate of the entire Percentage Interest represented by the within Class C
Certificates to the above-named Assignee(s) and to deliver such Class C
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-12
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS D
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS D
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, 2007 Cut-Off Date: July 1, 2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class D Certificates : August 10, 2045
$56,720,000
CUSIP: 36246L AL5 Initial Certificate Principal Amount
of this Certificate: $56,720,000
ISIN: US36246LAL53
Common Code: 031089905
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class D Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class E, Class F, Class X, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class D
Certificates, the "Certificates"; the Holders of Certificates issued under the
Pooling Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class D Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
--------------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
IN WITNESS WHEREOF, the Trustee has caused this Class D Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class D Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class D Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class D
Certificate of the entire Percentage Interest represented by the within Class D
Certificates to the above-named Assignee(s) and to deliver such Class D
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-13
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS E
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS E
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, 2007 Cut-Off Date: July 1, 2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class E Certificates: August 10, 2045
$56,721,000
CUSIP: 36246L AM3 Initial Certificate Principal Amount
of this Certificate: $56,721,000
ISIN: US36246LAM37
Common Code: 031090016
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class E Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class F, Class X, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class E
Certificates, the "Certificates"; the Holders of Certificates issued under the
Pooling Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class E Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class E Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50% Percentage
Interest of the Controlling Class, or if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master
Servicer or, if neither such Holders nor the Special Servicer nor the Master
Servicer does, any Holder of a Class LR Certificate representing greater than a
50% Percentage Interest in such Class, may also effect such termination as
provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
--------------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
IN WITNESS WHEREOF, the Trustee has caused this Class E Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class E Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s),
___________ assign(s) and transfer(s) unto ____________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class E Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class E
Certificate of the entire Percentage Interest represented by the within Class E
Certificates to the above-named Assignee(s) and to deliver such Class E
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-14
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS F
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS F
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, 2007 Cut-Off Date: July 1, 2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class F Certificates: August 10, 2045
$75,628,000
CUSIP: 36246L AN1 Initial Certificate Principal Amount
of this Certificate: $75,628,000
ISIN: US36246LAN10
Common Code: 031090156
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class F Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class X, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class F
Certificates, the "Certificates"; the Holders of Certificates issued under the
Pooling Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class F Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class F Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
-----------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
IN WITNESS WHEREOF, the Trustee has caused this Class F Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class F Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class F Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class F
Certificate of the entire Percentage Interest represented by the within Class F
Certificates to the above-named Assignee(s) and to deliver such Class F
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-15
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS G
[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.
THIS CLASS G CERTIFICATE IS SUBORDINATE TO THE CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE, AND CERTAIN
OTHER ASSETS.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS G
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, Cut-Off Date: July 1, 2007
2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class G Certificates: August 10, 2045
$75,628,000
CUSIP: 36246L AS0(2), U0393G AD8(3), Initial Certificate Principal Amount
36246L BG5(4) of this Certificate: $75,628,000
ISIN: US36246LAS07(2),
USU0393GAD89(3), US36246LBG59(4)
Common Code: [031097959](5)
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class G Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class X,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class G
Certificates, the "Certificates"; the Holders of Certificates are collectively
referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class G Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class G Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
---------------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
(2) For Book Entry Rule 144A Only.
(3) For Book Entry Regulation S Certificates Only.
(4) For Institutional Accredited Investors Only.
(5) For Bood Entry Regulation S Certificates Only
IN WITNESS WHEREOF, the Trustee has caused this Class G Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class G Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s),
___________ assign(s) and transfer(s) unto _________________________________
______________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) ("Assignee(s)") the
entire Percentage Interest represented by the within Class G Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s)
on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class G
Certificate of the entire Percentage Interest represented by the within Class G
Certificates to the above-named Assignee(s) and to deliver such Class G
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-16
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS H
[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.
THIS CLASS H CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES
TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS H
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, Cut-Off Date: July 1, 2007
2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class H Certificates: August 10, 2045
$103,988,000
CUSIP: 36246L AT8(2), U0393G AE6(3), Initial Certificate Principal Amount
36246L BH3(4) of this Certificate: $103,988,000
ISIN: US36246LAT89(2),
USU0393GAE62(3), US36246LBH33(4)
Common Code: [031098041](5)
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class H Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class X,
Class G, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class H
Certificates, the "Certificates"; the Holders of Certificates are collectively
referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class H Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges, as provided in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the Class H Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage Loan
included in the Trust Fund as of the last day of the month
preceding such Distribution Date;
(B) the fair market value of all other property included in the
Trust Fund as of the last day of the month preceding such
Distribution Date, as determined by an Independent appraiser
acceptable to the Master Servicer as of the date not more than
30 days prior to the last day of the month preceding such
Distribution Date (or with respect to property acquired by the
trust created under an Other Pooling Agreement in respect of a
Non-Serviced Mortgage Loan, the Trust Fund's pro rata share of
the fair market value of such property);
(C) all unpaid interest accrued on such principal balance of each
such Mortgage Loan (including for this purpose any Mortgage
Loan as to which title to the related Mortgaged Property has
been acquired) at the Mortgage Rate to the last day of the
Interest Accrual Period preceding such Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent not
reimbursed by or on behalf of the related Mortgagor), and
unpaid Servicing Fees, Special Servicing Compensation, Trustee
Fees and Trust Fund expenses, in each case to the extent
permitted hereby with interest on all unreimbursed Advances at
the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all other
property acquired in respect of any Mortgage Loan on the last day of
the month preceding such Distribution Date, as determined by an
Independent appraiser acceptable to the Master Servicer as of a date
not more than 30 days prior to the last day of the month preceding
such Distribution Date, together with one month's interest thereon
at the related Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
-----------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
(2) For Book Entry Rule 144A Only.
(3) For Book Entry Regulation S Certificates Only.
(4) For Institutional Accredited Investors Only.
(5) For Bood Entry Regulation S Certificates Only
IN WITNESS WHEREOF, the Trustee has caused this Class H Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class H Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________ ______________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class H Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class H
Certificate of the entire Percentage Interest represented by the within Class H
Certificates to the above-named Assignee(s) and to deliver such Class H
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-17
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS J
[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.
THIS CLASS J CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES
TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS J
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, Cut-Off Date: July 1, 2007
2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class J Certificates: August 10, 2045
$94,534,000
CUSIP: 36246L AU5(2), U0393G AF3(3), Initial Certificate Principal Amount
36246L BJ9(4) of this Certificate: $94,534,000
ISIN: US36246LAU52(2),
USU0393GAF38(3), US36246LBJ98(4)
Common Code: [031098238](5)
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class J Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class X,
Class G, Class H, Class K, Class L, Class M, Class N, Class O, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class J
Certificates, the "Certificates"; the Holders of Certificates are collectively
referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class J Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to Class J Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to
consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
-------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
(2) For Book Entry Rule 144A Only.
(3) For Book Entry Regulation S Certificates Only.
(4) For Institutional Accredited Investors Only.
(5) For Bood Entry Regulation S Certificates Only
IN WITNESS WHEREOF, the Trustee has caused this Class J Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class J Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s),
assign(s) and transfer(s) unto ______________________________
______________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) ("Assignee(s)") the
entire Percentage Interest represented by the within Class J Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s)
on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class J
Certificate of the entire Percentage Interest represented by the within Class J
Certificates to the above-named Assignee(s) and to deliver such Class J
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-18
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS K
[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.
THIS CLASS K CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES
TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS K
Pass-Through Rate: The WAC Rate(1)
First Distribution Date: August 10, Cut-Off Date: July 1, 2007
2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class K Certificates: August 10, 2045
$75,628,000
CUSIP: 36246L AV3(2), U0393G AG1(3), Initial Certificate Principal Amount
36246L BK6(4) of this Certificate: $75,628,000
ISIN: US36246LAV36(2),
USU0393GAG11(3), US36246LBK61(4)
Common Code: [031098386](5)
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class K Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class X,
Class G, Class H, Class J, Class L, Class M, Class N, Class O, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class K
Certificates, the "Certificates"; the Holders of Certificates are collectively
referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class K Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to Class K Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to
consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
-------------------------------
(1) The approximate Pass-Through Rate as of the Closing Date is 5.993%.
(2) For Book Entry Rule 144A Only.
(3) For Book Entry Regulation S Certificates Only.
(4) For Institutional Accredited Investors Only.
(5) For Bood Entry Regulation S Certificates Only
IN WITNESS WHEREOF, the Trustee has caused this Class K Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class K Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s),
___________ assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) ("Assignee(s)") the
entire Percentage Interest represented by the within Class K Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s)
on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class K
Certificate of the entire Percentage Interest represented by the within Class K
Certificates to the above-named Assignee(s) and to deliver such Class K
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-19
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS L
[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.
THIS CLASS L CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES
TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) 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 (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH
A 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 AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE
PURCHASE AND HOLDING OF SUBORDINATE 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 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER 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 PAYING AGENT, 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. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK_ENTRY
CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN
CLAUSES (i) OR (ii) ABOVE.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS L
Pass-Through Rate: The lesser of
5.657% and the WAC Rate
First Distribution Date: August 10, Cut-Off Date: July 1, 2007
2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class L Certificates: August 10, 2045
$37,814,000
CUSIP: 36246L AW1(1), U0393G AH9(2), Initial Certificate Principal Amount
36246L BL4(3) of this Certificate: $37,814,000
ISIN: US36246LAW19(1),
USU0393GAH93(2), US36246LBL45(3)
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class L Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class X,
Class G, Class H, Class J, Class K, Class M, Class N, Class O, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class L
Certificates, the "Certificates"; the Holders of Certificates are collectively
referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class L Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to Class L Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to
consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
------------------------
(1) For Book Entry Rule 144A Only.
(2) For Book Entry Regulation S Certificates Only.
(3) For Institutional Accredited Investors Only.
IN WITNESS WHEREOF, the Trustee has caused this Class L Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class L Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ________________________ ______________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class L Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class L
Certificate of the entire Percentage Interest represented by the within Class L
Certificates to the above-named Assignee(s) and to deliver such Class L
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-20
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS M
[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.
THIS CLASS M CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES
TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) 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 (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH
A 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 AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE
PURCHASE AND HOLDING OF SUBORDINATE 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 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER 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 PAYING AGENT, 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. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK_ENTRY
CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN
CLAUSES (i) OR (ii) ABOVE.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS M
Pass-Through Rate: The lesser of
5.657% and the WAC Rate
First Distribution Date: August 10, Cut-Off Date: July 1, 2007
2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class M Certificates: August 10, 2045
$18,907,000
CUSIP: 36246L AX9(1), U0393G AJ5(2), Initial Certificate Principal Amount
36246L BM2(3) of this Certificate: $18,907,000
ISIN: US36246LAX91(1),
USU0393GAJ59(2), US36246LBM28(3)
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class M Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class X,
Class G, Class H, Class J, Class K, Class L, Class N, Class O, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class M
Certificates, the "Certificates"; the Holders of Certificates are collectively
referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class M Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to Class M Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to
consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
------------------------
(1) For Book Entry Rule 144A Only.
(2) For Book Entry Regulation S Certificates Only.
(3) For Institutional Accredited Investors Only.
IN WITNESS WHEREOF, the Trustee has caused this Class M Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class M Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
scapacity but olely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ______________________ ______________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class M Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class M
Certificate of the entire Percentage Interest represented by the within Class M
Certificates to the above-named Assignee(s) and to deliver such Class M
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-21
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS N
[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.
THIS CLASS N CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES
TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) 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 (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH
A 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 AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE
PURCHASE AND HOLDING OF SUBORDINATE 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 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER 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 PAYING AGENT, 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. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK_ENTRY
CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN
CLAUSES (i) OR (ii) ABOVE.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS N
Pass-Through Rate: The lesser of
5.657% and the WAC Rate
First Distribution Date: August 10, Cut-Off Date: July 1, 2007
2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class N Certificates: August 10, 2045
$28,360,000
CUSIP: 36246L AY7(1) U0393G AK2(2) Initial Certificate Principal Amount
36246L BN0(3) of this Certificate: $28,360,000
ISIN: US36246LAY74(1) USU0393GAK23(2)
US36246LBN01(3)
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class N Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class X,
Class G, Class H, Class J, Class K, Class L, Class M, Class O, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class N
Certificates, the "Certificates"; the Holders of Certificates are collectively
referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class N Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to Class N Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to
consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50%
Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days' prior notice given to the Depositor,
the Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
-------------------------------
(1) For Book Entry Rule 144A Only.
(2) For Book Entry Regulation S Certificates Only.
(3) For Institutional Accredited Investors Only.
IN WITNESS WHEREOF, the Trustee has caused this Class N Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class N Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ____________________________ ______________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class N Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class N
Certificate of the entire Percentage Interest represented by the within Class N
Certificates to the above-named Assignee(s) and to deliver such Class N
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-22
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS O
[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.
THIS CLASS O CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES
TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) 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 (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH
A 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 AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE
PURCHASE AND HOLDING OF SUBORDINATE 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 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER 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 PAYING AGENT, 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. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK_ENTRY
CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN
CLAUSES (i) OR (ii) ABOVE.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS O
Pass-Through Rate: The lesser of
5.657% and the WAC Rate
First Distribution Date: August 10, Cut-Off Date: July 1, 2007
2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class O Certificates: August 10, 2045
$18,907,000
CUSIP: 36246L AZ4(1), U0393G AL0(2), Initial Certificate Principal Amount
36246L BP5(3) of this Certificate: $18,907,000
ISIN: US36246LAZ40(1),
USU0393GAL06(2), US36246LBP58(3)
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class O Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class X,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q,
Class S, Class R and Class LR Certificates (together with the Class O
Certificates, the "Certificates"; the Holders of Certificates are collectively
referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class O Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to Class O Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to
consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
---------------------------
(1) For Book Entry Rule 144A Only.
(2) For Book Entry Regulation S Certificates Only.
(3) For Institutional Accredited Investors Only.
IN WITNESS WHEREOF, the Trustee has caused this Class O Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class O Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto _________________________ ______________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class O Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class O
Certificate of the entire Percentage Interest represented by the within Class O
Certificates to the above-named Assignee(s) and to deliver such Class O
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-23
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS P
[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.
THIS CLASS P CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES
TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) 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 (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH
A 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 AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE
PURCHASE AND HOLDING OF SUBORDINATE 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 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER 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 PAYING AGENT, 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. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK_ENTRY
CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN
CLAUSES (i) OR (ii) ABOVE.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS P
Pass-Through Rate: The lesser of
5.657% and the WAC Rate
First Distribution Date: August 10, Cut-Off Date: July 1, 2007
2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class P Certificates: August 10, 2045
$18,907,000
CUSIP: 36246L BA8(1), U0393G AM8(2), Initial Certificate Principal Amount
36246L BQ3(3) of this Certificate: $18,907,000
ISIN: US36246LBA89(1),
USU0393GAM88(2), US36246LBQ32(3)
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class P Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class X,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class Q,
Class S, Class R and Class LR Certificates (together with the Class P
Certificates, the "Certificates"; the Holders of Certificates are collectively
referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class P Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to Class P Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to
consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock_Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower_Tier Distribution Account, the Upper_Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower_Tier Distribution
Account, the Upper_Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper_Tier REMIC or the Lower_Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty_one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
------------------------
(1) For Book Entry Rule 144A Only.
(2) For Book Entry Regulation S Certificates Only.
(3) For Institutional Accredited Investors Only.
IN WITNESS WHEREOF, the Trustee has caused this Class P Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class P Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s),
___________ assign(s) and transfer(s) unto ___________________________
______________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) ("Assignee(s)") the
entire Percentage Interest represented by the within Class P Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s)
on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class P
Certificate of the entire Percentage Interest represented by the within Class P
Certificates to the above-named Assignee(s) and to deliver such Class P
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-24
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS Q
[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.
THIS CLASS Q CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES
TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) 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 (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH
A 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 AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE
PURCHASE AND HOLDING OF SUBORDINATE 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 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER 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 PAYING AGENT, 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. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK-ENTRY
CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN
CLAUSES (i) OR (ii) ABOVE.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS Q
Pass-Through Rate: The lesser of
5.657% and the WAC Rate
First Distribution Date: August 10, Cut-Off Date: July 1, 2007
2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class Q Certificates: August 10, 2045
$18,907,000
CUSIP: 36246L BB6(1), U0393G AN6(2), Initial Certificate Principal Amount
36246L BR1(3) of this Certificate: $18,907,000
ISIN: US36246LBB62(1),
USU0393GAN61(2), US36246LBR15(3)
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class Q Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class X,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class S, Class R and Class LR Certificates (together with the Class Q
Certificates, the "Certificates"; the Holders of Certificates are collectively
referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class Q Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to Class Q Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to
consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock-Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
------------------------
(1) For Book Entry Rule 144A Only.
(2) For Book Entry Regulation S Certificates Only.
(3) For Institutional Accredited Investors Only.
IN WITNESS WHEREOF, the Trustee has caused this Class Q Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class Q Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ________________________ ______________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class Q Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class Q
Certificate of the entire Percentage Interest represented by the within Class Q
Certificates to the above-named Assignee(s) and to deliver such Class Q
Certificate to the following address:
Date: _________________
__________________________________
Signature by or on behalf of
Assignor(s)
__________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-25
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS S
[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR 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 DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.
THIS CLASS S CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES
TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) 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 (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH
A 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 AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE
PURCHASE AND HOLDING OF SUBORDINATE 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 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER 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 PAYING AGENT, 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. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK-ENTRY
CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN
CLAUSES (i) OR (ii) ABOVE.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10, CLASS S
Pass-Through Rate: The lesser of
5.657% and the WAC Rate
First Distribution Date: August 10, Cut-Off Date: July 1, 2007
2007
Aggregate Initial Certificate Principal Scheduled Final Distribution Date:
Amount of the Class S Certificates: August 10, 2045
$141,802,702
CUSIP: 36246L BC4(1), U0393G AP1(2), Initial Certificate Principal Amount
36246L BS9(3) of this Certificate: $141,802,702
ISIN: US36246LBC46(1),
USU0393GAP10(2), US36246LBS97(3)
No.: 1
This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class S Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class X,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q, Class R and Class LR Certificates (together with the Class S
Certificates, the "Certificates"; the Holders of Certificates are collectively
referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class S Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement.
Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to Class S Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to
consist of 30 days.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock-Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
------------------------
(1) For Book Entry Rule 144A Only.
(2) For Book Entry Regulation S Certificates Only.
(3) For Institutional Accredited Investors Only.
IN WITNESS WHEREOF, the Trustee has caused this Class S Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class S Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ______________________________ ____________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class S Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class S
Certificate of the entire Percentage Interest represented by the within Class S
Certificates to the above-named Assignee(s) and to deliver such Class S
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-26
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS LR
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (B) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, SUBJECT IN EACH OF THE FOREGOING CASES TO THE
COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE,
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN
(AS DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A
PLAN.
THIS CERTIFICATE REPRESENTS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH
TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED
THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO
DISQUALIFIED ORGANIZATIONS, CERTAIN NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET
FORTH IN SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE
REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT
THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH
TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER,
NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE
A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME
DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT
UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE
IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES
ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT
CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN
PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON, AND (F) IT WILL NOT
TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A
SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR
OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF
THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL
INTEREST," AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-l(c), AND
THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH
TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER
THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE
TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS LR
Percentage Interest: 100%
Cut-Off Date: July 1, 2007
No.: 1
This certifies that Xxxxxxx, Xxxxx & Co. is the registered owner of an
interest in a Trust Fund, including the distributions to be made with respect to
the Class LR Certificates. The Trust Fund, described more fully below, consists
primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by
the Trustee and serviced by the Master Servicer. The Trust Fund was created, and
the Mortgage Loans are to be serviced, pursuant to the Pooling Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling Agreement
and is bound thereby. Also issued under the Pooling Agreement are the Class A-1,
Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S and Class
R (together with the Class LR Certificates, the "Certificates"; the Holders of
Certificates are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "residual interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of the aggregate
amount, if any, allocable to the Class LR Certificates for such Distribution
Date, all as more fully described in the Pooling Agreement.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock-Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Class LR Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class LR Certificates referred to in the Pooling
Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________ ______________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class LR Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class LR
Certificate of the entire Percentage Interest represented by the within Class LR
Certificates to the above-named Assignee(s) and to deliver such Class LR
Certificate to the following address:
Date: _________________
_________________________________
Signature by or on behalf of
Assignor(s)
_________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT A-27
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS R
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (B) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, SUBJECT IN EACH OF THE FOREGOING CASES TO THE
COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE,
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN
(AS DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A
PLAN.
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED
ORGANIZATIONS, CERTAIN NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN
SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO
FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG
OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED
IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED
TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND
INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH
FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING
THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR
FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH
PERSON OR ANY OTHER U.S. PERSON, AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE
TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED
TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS
CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST," AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-l(c), AND THEREFORE, TRANSFERS OF THIS
CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN
TREASURY REGULATIONS.
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-GG10, CLASS R
Percentage Interest: 100%
Cut-Off Date: July 1, 2007
No.: 1
This certifies that Xxxxxxx, Xxxxx & Co. is the registered owner of an
interest in a Trust Fund, including the distributions to be made with respect to
the Class R Certificates. The Trust Fund, described more fully below, consists
primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by
the Trustee and serviced by the Master Servicer. The Trust Fund was created, and
the Mortgage Loans are to be serviced, pursuant to the Pooling Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling Agreement
and is bound thereby. Also issued under the Pooling Agreement are the Class A-1,
Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S and Class
LR Certificates (together with the Class R Certificates, the "Certificates"; the
Holders of Certificates are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer and Xxxxx Fargo Bank, N.A., as Trustee. To
the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling Agreement.
This Certificate represents a "residual interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.
The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.
Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), provided that
the distribution date will be at least 4 business days following the
determination date, commencing in August 2007 (each such date, a "Distribution
Date"), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of the aggregate
amount, if any, allocable to the Class R Certificates for such Distribution
Date, all as more fully described in the Pooling Agreement.
All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.
Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement 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 Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.
This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.
As provided in the Pooling Agreement, the Trust Fund includes: (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property (to the extent of the Trust
Fund's Interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund's Interest therein); (v) the Master
Servicer's and the Trustee's rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling Agreement
and any proceeds thereof; (vi) the Trustee's rights in any Assignments of
Leases, Rents and Profits and any security agreements; (vii) any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) all of
the Trustee's rights in the Reserve Accounts and Lock-Box Accounts and all
proceeds of the Mortgage Loans deposited in the Whole Loan Custodial Account,
the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and any REO Account, including reinvestment income
thereon; and (ix) the Trustee's rights in any environmental indemnity agreements
relating to the Mortgaged Properties.
This Certificate does not purport to summarize the Pooling Agreement, and
reference is made to the Pooling Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.
Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.
The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders: (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates or the Companion Loan Noteholders; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of the
Pooling Agreement or with the description thereof in the Prospectus or the
Prospectus Supplement or to correct any error; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date, (B) the change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (C) the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by any of S&P, Fitch or Xxxxx'x, as evidenced by a letter from each of S&P,
Fitch and Xxxxx'x; (iv) to modify, eliminate or add to any of its provisions (A)
to the extent as will be necessary to maintain the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee has
received an opinion of counsel (at the expense of the party requesting the
amendment) to the effect that (1) the action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Companion Loan Noteholder or (B) to
restrict (or to remove any existing restrictions with respect to) the transfer
of the Residual Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the
Residual Certificates to a non-permitted transferee; (v) to make any other
provisions with respect to matters or questions arising under the Pooling
Agreement or any other change, provided that the required action will not
adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Noteholder, as evidenced by an opinion of
counsel and Rating Agency Confirmation; and (vi) to amend or supplement any
provision of the Pooling Agreement to the extent necessary to maintain the
ratings assigned to each Class of Certificates by each of S&P, Fitch and
Xxxxx'x, as evidenced by Rating Agency Confirmation; provided that the required
action will not adversely affect in any material respect the interests of any
Certificateholder or, if applicable, any Companion Loan Noteholder; provided
that no amendment may be made that changes in any manner the obligations or
rights of any Mortgage Loan Seller under a Loan Sale Agreement without the
consent of the affected Mortgage Loan Seller. Expenses incurred with respect to
any amendment shall be borne by the party requesting such amendment, unless the
Master Servicer, Special Servicer or Trustee is requesting an amendment for the
benefit of the Certificateholders, then such expense will be borne by the Trust.
Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding; provided, however, that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any
Certificateholder or any related Companion Loan Noteholder.
The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on a Certificate of any Class or any Companion
Loan Noteholder, as applicable, without the consent of the
holder of that Certificate, or any Companion Loan Noteholder,
as applicable,
(ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to the amendment
to remove the requirement to obtain the consent of any
Companion Loan Noteholder of a Serviced Whole Loan without the
consent of the holders of all Certificates of that Class then
outstanding or the consent of each Companion Loan Noteholder
of a Serviced Loan Group,
(iii) adversely affect the Voting Rights of any Class of
Certificates,
(iv) change in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of
each Mortgage Loan Seller, or
(v) without the consent of 100% of the holders of Certificates and
each Companion Loan Noteholder of a Serviced Whole Loan or
Rating Agency Confirmation, amend the Servicing Standard.
Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.
The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee, the Companion Loan Noteholders, the Special Servicer and Master
Servicer any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loan,
by the trust created under the related Other Pooling Agreement) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to not less than
the greater of:
(i) the sum of
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Distribution Date;
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Distribution Date, as determined by an Independent
appraiser acceptable to the Master Servicer as of the
date not more than 30 days prior to the last day of the
month preceding such Distribution Date (or with respect
to property acquired by the trust created under an Other
Pooling Agreement in respect of a Non-Serviced Mortgage
Loan, the Trust Fund's pro rata share of the fair market
value of such property);
(C) all unpaid interest accrued on such principal balance of
each such Mortgage Loan (including for this purpose any
Mortgage Loan as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate to the
last day of the Interest Accrual Period preceding such
Distribution Date; and
(D) the aggregate amount of Property Advances (to the extent
not reimbursed by or on behalf of the related
Mortgagor), and unpaid Servicing Fees, Special Servicing
Compensation, Trustee Fees and Trust Fund expenses, in
each case to the extent permitted hereby with interest
on all unreimbursed Advances at the Advance Rate; and
(ii) the aggregate fair market value of the Mortgage Loans and all
other property acquired in respect of any Mortgage Loan on the
last day of the month preceding such Distribution Date, as
determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to
the last day of the month preceding such Distribution Date,
together with one month's interest thereon at the related
Mortgage Rates.
The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a Class LR Certificate representing greater
than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a Class LR
Certificate, notifies the Trustee (who shall notify each of the Controlling
Class Representative and the Master Servicer) of its intention to do so in
writing within 30 days following the Early Termination Notice Date. All costs
and expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.
The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class LR Certificates of all Mortgage
Loans then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling
Agreement, (ii) the exchange by the Remaining Certificateholder pursuant to
Section 9.01(h) of the Pooling Agreement of the Pooling Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan contained in the Trust Fund; provided, however, that in no
event shall the trust created thereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling Agreement.
Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Class R Certificate to be
duly executed.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but
solely as Trustee
By: __________________________________
Authorized Signatory
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the Pooling Agreement.
Dated: ______________
XXXXX FARGO BANK, N.A.,
not in its individual
capacity but solely
as Authenticating Agent
By: __________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________ ______________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within Class R Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class R
Certificate of the entire Percentage Interest represented by the within Class R
Certificates to the above-named Assignee(s) and to deliver such Class R
Certificate to the following address:
Date: _________________
___________________________________
Signature by or on behalf of
Assignor(s)
___________________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions: _______________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account
number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
By:
[Please print or type name(s)]
__________________________________
Title
__________________________________
Taxpayer Identification Number
EXHIBIT B
MORTGAGE LOAN SCHEDULE
2007-GG10 Mortgage Loan Schedule
Control Loan Loan
Number Footnotes Number Group Property Name
-------- --------- ------------- ------- -------------------------------------
1 00-1001221 Group 1 Shorenstein Portland Portfolio
1.01 00-0000000-0 Group 1 Lincoln Center
1.02 00-0000000-0 Group 1 Xxxxx Xxxxx
1.03 00-0000000-0 Group 1 Nimbus Corporate Center
1.04 00-0000000-0 Group 1 Congress Center
1.05 00-0000000-0 Group 1 Xxxxx Xxxxx V
1.06 00-0000000-0 Group 1 Umpqua Bank Plaza
1.07 00-0000000-0 Group 1 5800 & 6000 Xxxxxxx
1.08 00-0000000-0 Group 1 River Forum 1 & 2
1.09 00-0000000-0 Group 1 4900 & 0000 Xxxxxxx Xxxx
1.10 00-0000000-00 Group 1 0000 Xxxxxxx Xxxx
1.11 00-0000000-00 Group 1 0000 Xxxxx Xxx Xxxxx
1.12 00-0000000-00 Group 1 Xxxxx Oaks II
1.13 00-0000000-00 Group 1 Xxxxx Oaks I
1.14 00-0000000-00 Group 0 Xxxxx Xxx Xxxxx I & II
1.15 00-0000000-00 Group 1 0000 Xxxxxxx Xxxx
1.16 00-0000000-00 Group 1 0000 Xxxxx Xxx Xxxxx
0 2 07-0209 Group 1 Xxxxx Fargo Tower
3 2 07-0352 Group 1 Two California Plaza
4 06-1099 Group 1 TIAA RexCorp New Jersey Portfolio
4.01 06-1099 Group 1 7 Giralda Farms
4.02 06-1099 Group 1 1 Giralda Farms
4.03 06-1099 Group 1 000 XXX Xxxxxxx
4.04 06-1099 Group 1 3 Giralda Farms
4.05 06-1099 Group 1 000 XXX Xxxxxxx
4.06 06-1099 Group 1 00 Xxxxxxxx Xxxx
5 07-0195 Group 1 000 Xxxxxxxx Xxxxxx
6 3 00-1001220 Group 1 Two Herald Square
7 06-1016 Group 1 TIAA RexCorp Plaza
8 07-0170 Group 1 InTown Suites Portfolio
8.01 07-0170 Group 1 Chesapeake
8.02 07-0170 Group 1 Xxxxxxx
8.03 07-0170 Group 0 Xxxxxxxxx Xxxxx
8.04 07-0170 Group 1 Roswell
8.05 07-0170 Group 0 Xxxxxxxx Xxxxx
8.06 07-0170 Group 1 Ashley Phosphate
8.07 07-0170 Group 1 Newport News North
8.08 07-0170 Group 0 Xxxxxx Xxxx
8.09 07-0170 Group 1 Indian Trail
8.10 07-0170 Group 1 Oxmoor
8.11 07-0170 Group 1 Indianapolis Northwest
8.12 07-0170 Group 1 Mobile West
8.13 07-0170 Group 0 Xxxxxxx Xxxxxxx
8.14 07-0170 Group 1 Raleigh
8.15 07-0170 Group 1 St. Xxxxxxx
8.16 07-0170 Group 1 Indianapolis East
8.17 07-0170 Group 1 Forest Park
8.18 07-0170 Group 1 Dayton
8.19 07-0170 Group 1 Douglasville
8.20 07-0170 Group 1 Lilburn
8.21 07-0170 Group 1 Columbus East
8.22 07-0170 Group 1 Xxxxxxxxx
8.23 07-0170 Group 1 Xxxxxxxx
8.24 07-0170 Group 1 Greenville South
8.25 07-0170 Group 1 Columbia Northwest
8.26 07-0170 Group 1 Columbus North
8.27 07-0170 Group 1 Xxxxxxx
8.28 07-0170 Group 1 Lithia Springs
8.29 07-0170 Group 1 Pittsburgh
8.30 07-0170 Group 1 UNC
8.31 07-0170 Group 1 Charleston Central
8.32 07-0170 Group 1 Greenville North
8.33 07-0170 Group 1 Gwinnett
8.34 07-0170 Group 1 Woodstock
8.35 07-0170 Group 1 Warner Xxxxxxx
9 2, 4 07-0353 Group 1 000 Xxxxx Xxxx Xxxxxx
10 5 06-1086 Group 2 Harbor Point Apartments
11 6 07-0056 Group 1 000 Xxxx 00xx Xxxxxx
12 06-1300 Group 0 0000 X Xxxxxx
00 0 06-0959 Group 1 0000 Xxxxxx Xxxxxxxxx
14 4 06-1328 Group 1 Disney Building
15 8 09-0001224 Group 2 Lynnewood Gardens
16 9 07-0294 Group 1 00 Xxxxxxxx Xxxxxx
17 00-1001223 Group 1 CARS Chauncey Ranch
18 10 07-0347 Group 1 Xxxxxxxx Xxxxx
19 2, 4 07-0354 Group 1 Xxxxxxx Anaheim Portfolio
19.01 07-0354 Group 1 500 Orange Tower
19.02 07-0354 Group 1 24 Hour Fitness
20 11 07-0210 Group 1 Great Escape Theatres
20.01 07-0210 Group 1 New Albany 16
20.02 07-0210 Group 1 Clarksville 16
20.03 07-0210 Group 1 XxXxxxxxx 16
20.04 07-0210 Group 1 Moline 14
20.05 07-0210 Group 1 Xxxxxx 14
20.06 07-0210 Group 1 Bowling Green 12
20.07 07-0210 Group 1 X'Xxxxxx 14
20.08 07-0210 Group 1 Williamsport 12
20.09 07-0210 Group 1 Noblesville 10
20.10 07-0210 Group 1 Seymour 8
20.11 07-0210 Group 1 Bedford 7
21 09-0002579 Group 0 Xxxxx Xxxxx Xxxxxx
00 00-0000 Group 1 000 Xxxxxxxx Xxxxxxxxx
23 06-1363 Group 1 Hyatt Regency Penn's Landing
24 4 07-0138 Group 1 Crescent
25 4, 12 06-1326 Group 1 0000 00xx Xxxxxx
26 07-0126 Group 0 Xxxxxxxxx Xxx Xxxxxxxxxx Xxx Xxxx
27 09-0002554 Group 1 Penn Center East
28 07-0078 Group 1 000 Xxxx Xxxxxxx Xxxxxxxxx
29 15 07-0247 Group 1 National Plaza I, II, III
30 15 07-0358 Group 1 0000 Xxxxxxxxx Xxxxx
31 07-0094 Group 1 0000 X Xxxxxx
00 09-0002629 Group 1 Rosemont Commons
33 4 06-1370 Group 1 The Wharf at Rivertown
34 2 07-0428 Group 1 Lincoln Town Center
35 4, 13, 15 06-1169 Group 0 Xxxxx Xxxx
36 4, 13, 15 06-1171 Group 0 Xxxxx Xxxxxx/Xxxxxx Xxxx
36.01 06-1171 Group 1 Crown Pointe
36.02 06-1171 Group 1 Xxxxxx Xxxx
37 07-0135 Group 1 GP2
37.01 07-0135 Group 1 Candlewood Suites Sterling
37.02 07-0135 Group 1 Staybridge Suites Memphis
37.03 07-0135 Group 1 Surburban Extended Stay Sterling
37.04 07-0135 Group 1 Candlewood Suites Xxxx Xxxx
37.05 07-0135 Group 1 Surburban Extended Stay Wilmington
37.06 07-0135 Group 1 Surburban Extended Stay Jacksonville
38 09-0002623 Group 1 One Financial Plaza
39 07-0145 Group 1 Holiday Inn Portfolio (Fixed)
39.01 07-0145 Group 1 Holiday Inn Lansing
39.02 07-0145 Group 1 Holiday Inn Express Pensacola
39.03 07-0145 Group 0 Xxxxx Xxxxx - Xxxxx Xxxxxx
39.04 07-0145 Group 1 Holiday Inn Pensacola
39.05 07-0145 Group 1 Holiday Inn Greentree Pittsburgh
39.06 07-0145 Group 1 Holiday Inn Winter Haven
39.07 07-0145 Group 0 Xxxxxx Xxxxx Xxxxx
39.08 07-0145 Group 1 Holiday Inn York
39.09 07-0145 Group 1 Holiday Inn Sheffield
39.10 07-0145 Group 1 Ramada Charleston
39.11 07-0145 Group 1 Holiday Inn Lancaster
40 09-0002661 Group 1 000 Xxxxxxx Xxxxxx
41 07-0079 Group 1 Xxxxxx Airport Center II
41.01 07-0079 Group 1 000 Xxxxx Xxxxx
41.02 07-0079 Group 1 000 Xxxxx Xxxxxxx Xxxxx
41.03 07-0079 Group 1 000 Xxxxx Xxxxxxx Xxxxx
41.04 07-0079 Group 1 000 Xxxxx Xxxxx
41.05 07-0079 Group 1 000 Xxxxx Xxxxxxx Xxxxx
42 2 07-0429 Group 1 3800 Xxxxxxx
43 4, 14 07-0044 Group 2 Lakeside at White Oak
44 07-0108 Group 1 Hyatt Regency Albuquerque
45 06-1368 Group 1 Riverpark I & II
45.01 06-1368 Group 1 Riverpark I
45.02 06-1368 Group 1 Riverpark II
46 06-1192 Group 1 Hotel Xxxxxxx
47 09-0002614 Group 1 Magnolia Hotel Denver
48 09-0002595 Group 1 Ballantyne Resort
49 4 09-0002608 Group 1 Xxxxxxx Office Center
50 07-0034 Group 1 Texas Retail Portfolio
50.01 07-0034 Group 1 Crossroads Center
50.02 07-0034 Group 1 Parkwood Shopping Center
50.03 07-0034 Group 1 Live Oak Shopping Center
50.04 07-0034 Group 1 Sunburst Center
50.05 07-0034 Group 1 Gateway Center
50.06 07-0034 Group 0 Xxxx Xxxxx Xxxxxx
00 16 06-1281 Group 1 Pavilion at Lansdale
52 4 06-1443 Group 0 Xxxxxxxxxxxx Xxxxxx
53 06-1369 Group 0 Xxxxxxxxxx Xxxx
54 06-1195 Group 1 000 Xxxx Xxxxxx
55 07-0196 Group 1 CitiFinancial
56 07-0234 Group 0 Xxxxxxxxxx Xxxxxxx - Xxxxxx, XX
57 7, 17 09-0002594 Group 1 Park Building
58 09-0002626 Group 1 Montvale Center
59 06-1371 Group 1 BPG Pennsylvania Properties
59.01 06-1371 Group 1 000 Xxxxxxx Xxxx
59.02 06-1371 Group 1 Two Xxxxxxx Place
59.03 06-1371 Group 1 000 Xxxxxxxxxx Xxxxx
59.04 06-1371 Group 1 0000 Xxxxxx Xxxx
60 06-1311 Group 1 Hawaii Self-Storage: Salt Lake
61 09-0002556 Group 0 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx
62 06-1417 Group 1 Credence Systems Corp
63 07-0043 Group 1 000 Xxxxx Xxxxx
64 09-0002537 Group 1 Shoppes at Centre Pointe
65 07-0214 Group 1 Tempe Commerce
66 07-0242 Group 1 Avion Lakeside
67 06-1413 Group 1 Dulles Corporate Center
68 06-1401 Group 1 Xxxxx Town Center
69 09-0002591 Group 1 Marketplace at the Lakes
70 06-1173 Group 1 Home Depot South San Francisco
71 06-1420 Group 2 Fountains at Fair Oaks
72 18 09-0002642 Group 1 Lehigh Valley Buildings
73 06-1374 Group 1 Hawaii Self-Storage: Pearl City
74 09-0002625 Group 2 Avalon Peaks
75 09-0002612 Group 2 Harbor Club Apartments
76 06-0864 Group 1 Harbor Corporate Center
77 06-1421 Group 2 Renaissance Park
78 09-0002265 Group 1 Pasadena Medical
79 09-0002552 Group 1 Horizon Town Center
80 06-1399 Group 1 Xxxxx
81 09-0002618 Group 0 Xxxxx Xxxxxx Xxx Xxx Xxxxxxxx Xxxxxx
82 09-0002589 Group 1 Energy Xxxx Xxxxx & Xxxxxx Xxxx Xxxxx
00 00-0000 Group 1 Securlock Self Storage Portfolio
83.01 07-0097 Group 1 Securlock Self Storage Xxxxx
83.02 07-0097 Group 1 Securlock Self Storage Plano
83.03 07-0097 Group 1 Securlock Self Storage Fort Worth
83.04 07-0097 Group 1 Securlock Self Storage Coppell
84 09-0002575 Group 1 Embassy Suites Hotel
85 06-1422 Group 0 Xxxxxx Xxxxxxx
00 07-0366 Group 1 840 Xxxxx
87 07-0194 Group 1 Shops on Sage
88 06-1451 Group 1 Templetown Properties
88.01 06-1451 Group 1 0000 X Xxxxx Xxxxxx
88.02 06-1451 Group 1 Xxxxxxxxxx (1429 N 15th)
88.03 06-1451 Group 1 0000 X 00xx Xxxxxx
88.04 06-1451 Group 1 0000 X 00xx Xxxxxx
88.05 06-1451 Group 1 0000 Xxxx Xxxxxxx Xxxxxx
88.06 06-1451 Group 1 0000 X 00xx Xxxxxx
88.07 06-1451 Group 1 0000 X. 00xx Xxxxxx
88.08 06-1451 Group 1 0000 X 00xx Xxxxxx
88.09 06-1451 Group 1 0000 X. 00xx Xxxxxx
88.10 06-1451 Group 1 0000 Xxxxxxxxx Xxxxxx
88.11 06-1451 Group 1 0000 X Xxxxxxx Xxxxxx
88.12 06-1451 Group 1 0000 X Xxxxxxx Xxxxxx
88.13 06-1451 Group 1 0000 Xxxx Xxxxxx Xxxxxx
88.14 06-1451 Group 1 0000 X 00xx Xxxxxx
88.15 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.16 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.17 06-1451 Group 1 0000 Xxxx Xxxxxxxxxxx Xxxxxx
88.18 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.19 06-1451 Group 1 0000 X 00xx Xxxxxx
88.20 06-1451 Group 1 0000 Xxxx Xxxxxxxxxxx Xxxxxx
88.21 06-1451 Group 1 2229 N Park
88.22 06-1451 Group 1 0000 Xxxx Xxxxxxx Xxxxxx
88.23 06-1451 Group 1 0000 X Xxxxxxxx Xxxxxx
88.24 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.25 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.26 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.27 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.28 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.29 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.30 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.31 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.32 06-1451 Group 1 0000 X 00xx Xxxxxx
88.33 06-1451 Group 1 0000 X Xxxxxxxx Xxxxxx
88.34 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.35 06-1451 Group 1 0000 Xxxxxxx Xxxxxx
88.36 06-1451 Group 1 0000 Xxxxxxx Xxxxxx
88.37 06-1451 Group 1 0000 Xxxxxx Xxxxxx
88.38 06-1451 Group 1 0000 Xxxxxxx Xxxxxx
88.39 06-1451 Group 1 0000 X 00xx Xxxxxx
88.40 06-1451 Group 1 0000 Xxxxxxx Xxxxxx
88.41 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.42 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.43 06-1451 Group 1 0000 Xxxx Xxxxxx
88.44 06-1451 Group 1 0000 Xxxxxx Xxxxxx
88.45 06-1451 Group 1 0000 Xxxxxx Xxxxxx
88.46 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.47 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.48 06-1451 Group 1 0000 X Xxxxxxxx Xxxxxx
89 09-0002550 Group 0 Xxxxxx Xxxx Xxxxxxx Xxxxx
90 19 09-0002581 Group 1 Southern Highlands Corporate Center
91 09-0002592 Group 2 Keystone Apartments
92 09-0002647 Group 1 Mira Loma Shopping Center
93 09-0002560 Group 1 Marketplace at South River Colony
94 09-0002613 Group 2 Rocca Apartments
95 09-0002636 Group 1 Drug Store Portfolio
95.01 00-0000000-0 Group 1 Fayette Town Center
95.02 00-0000000-0 Group 1 Eckerd's
95.03 00-0000000-0 Group 1 Walgreens
95.04 00-0000000-0 Group 1 CVS
96 09-0002628 Group 1 Arrowhead Creekside
97 09-0002576 Group 1 Boulevard Center II
98 09-0002500 Group 1 Bethel Station
99 09-0002633 Group 1 Xxxxxxx Corners
100 09-0002584 Group 0 Xxxxxxxx Xxxxx
000 00-0000 Group 1 00-0000 Xxxxxxxx Xxxxxx
102 7 09-0002564 Group 1 Foothill Village Oaks
103 07-0180 Group 1 The Pennsylvania Business Center
103.01 07-0180 Group 1 Pennsylvania Business Center
103.02 07-0180 Group 1 Xxxxxx Building
104 06-1308 Group 1 Dockside 500
105 07-0006 Group 0 Xxxxxx Xxxxx Xxxxxxxxxx
000 06-1445 Group 1 Kmart Center
107 09-0002434 Group 1 Manchester Stadium 16
108 07-0179 Group 0 Xxxxxxxx Xxxxxxxxxx Xxxx
109 09-0002639 Group 1 ANC Corporate Center II
110 09-0002606 Group 1 Vista Palomar Park
111 09-0002538 Group 1 Bergen Village
112 09-0002632 Group 1 Ashley Furniture and Gordmans
113 4 06-1457 Group 0 0xx Xxxxxx Xxxxxxxxxxx
000 00-0000 Group 1 0000 00xx Xxxxx XX
000 00-0000 Group 1 000 Xxxxxxxxx Xxxxx
116 4 09-0002648 Group 1 Homewood Suites
117 09-0002539 Group 0 Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx
118 06-1444 Group 1 Glenbrook Shopping Center
119 06-0996 Group 1 LA Fitness Xxxxxxx
120 09-0002582 Group 0 Xxxxxxxxxx Xxxxx Xxxxxxxxxx
000 09-0002657 Group 1 Parkway Center
122 06-1432 Group 1 US Storage - Norwalk
123 06-0850 Group 1 Hampton Inn Omaha
124 06-1272 Group 0 Xxxxxxxx Xxxxxx - Xxxxxxxxx
000 09-0002610 Group 1 15th & Spruce
126 09-0002586 Group 1 530 New Waverly Place
127 09-0002602 Group 1 Liberty Park
128 07-0232 Group 1 Country Inn & Suites Portfolio
128.01 07-0232 Group 0 Xxxxxxx Xxx & Xxxxxx - Xxxxx Xxxxx
128.02 07-0232 Group 0 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxx
129 09-0002559 Group 1 Corporate Lakes I
130 09-0002570 Group 1 Highlands Ranch Marketplace
131 09-0002619 Group 0 Xxxxx Xxxxx
132 09-0002578 Group 0 Xxxxxx Xxxxx Xxxxx
133 09-0002540 Group 1 Xxxxxx Building
134 09-0002481 Group 1 Gold's Gym
135 09-0002547 Group 0 Xxxxxx Xxxxxxx Xxxxxx Xxxxx
000 0 09-0002493 Group 1 Xxxx Business Center
137 07-0205 Group 2 Cobblestone Creek Apartments
138 07-0008 Group 2 Casa Xxxxx Apartments
139 07-0061 Group 1 0000 Xxxxx Xxxxxxxxx Xxxxxx
140 09-0002419 Group 1 Xxxxxx Xxxxxxx MAB
141 07-0076 Group 1 000 Xxxxx Xxxxxx Xxxxx
142 09-0002557 Group 1 0000 Xxxxxxxx
143 07-0018 Group 1 000 Xxxxx Xxxx
144 06-1365 Group 1 Xxxxxxx Chaska MN
145 09-0002511 Group 0 Xxx Xxxxx Xxxxxxx Center
146 09-0002580 Group 1 Xxxxxxxx Hills Shopping Center
147 20 09-2001024 Group 1 Joppatowne Plaza
148 09-0002553 Group 1 0000 Xxxx Xxxxx Xxxxxx
149 09-0002563 Group 1 000 Xxxxxxxxxx Xxxxxxx
150 15 09-0002525 Group 1 KLC Shopping Center
151 15 09-0002526 Group 1 Normandy Center
152 4 09-0002643 Group 1 Festival Foods
153 09-0002546 Group 1 000 Xxxxxxxxxx Xxxx
154 4 09-0002508 Group 1 JMS Portfolio
154.01 00-0000000-0 Group 1 Medical Arts
154.02 00-0000000-0 Group 1 Xxxxx Building
154.03 00-0000000-0 Group 1 Weatherfield Building
155 06-1282 Group 2 Villas of La Costa
156 07-0129 Group 1 US Storage - Baltimore
157 09-0002551 Group 1 2929 Oaks at Turtle Creek
158 09-0002585 Group 0 Xxxxxx Xxxxx XXX
000 06-1410 Group 1 0000 Xxxxxxxxxx Xxxxxx
160 09-0002634 Group 1 Xxxxxxx Office Building
161 09-0002604 Group 1 Xxxxxxxx Medical
162 09-0002599 Group 1 Woodlands Crossing
163 07-0134 Group 2 Variel Apartments
164 09-0002534 Group 1 0000 Xxxxxxxx Xxxxxx
165 09-0002568 Group 1 00 Xxxxxx Xxxx Xxxx
166 07-0231 Group 0 Xxxxxxx Xxxxx
000 0 09-0002558 Group 2 Laurel Theater Apartments
168 09-0002577 Group 1 Foundry
169 06-1424 Group 1 Fairfield Inn Asheville Airport
170 07-0054 Group 1 Secure Storage
171 4 09-0002574 Group 1 Berkshire Office Building
172 09-0002605 Group 1 0000 Xxxxxxxx Xxxxxxx
173 09-0002607 Group 0 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
174 06-1400 Group 1 Xxxxxx
175 07-0174 Group 1 00000 Xxxxx Xxxxxxxxx
176 09-0002513 Group 1 Heritage Trace Center
177 06-0925 Group 1 A+ Storage Hermitage
178 09-0002405 Group 1 Xxxxx Marketplace Plaza V
179 07-0141 Group 1 Mini U Storage - Forestville
180 7 09-0002571 Group 1 Three Rivers Office
181 09-0002635 Group 1 North Star Square
182 07-0009 Group 0 Xxxxx Xxxxx Xxxx Xxxxxxxxxx
000 09-0002583 Group 0 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx
000 09-0002645 Group 1 Gold Creek Marketplace
185 09-0002587 Group 1 Horseshoe Center
186 09-0002565 Group 1 Starbucks & FedEx Center
187 09-0002615 Group 1 Belfair Towne Center
188 07-0010 Group 2 Morocco Apartments
189 07-0230 Group 1 000 Xxxxx Xxxxxx
190 06-0788 Group 0 Xxxxx Xxxxxx Xxxxx
191 09-0002555 Group 1 Xxxxx Retail Center
192 07-0099 Group 1 Securlock Hurst
193 06-1407 Group 1 Atascocita Self Storage
194 07-0140 Group 1 Mini U Storage - Southfield
195 06-1276 Group 1 Woodside Executive Park - F & G
196 09-0002473 Group 1 Rite Aid - Summit
197 09-0002611 Group 1 0000 Xxxxx Xxxxxx
198 09-0002569 Group 1 Desert Xxxx Center
199 06-1244 Group 1 0000 Xxxxx Xxxxxxx Xxxxxx
200 09-0002460 Group 1 Florida City Shops
201 06-1448 Group 1 0000 Xxxxxxx Xxxx, Xxxxxxxx X
000 00-0000 Group 1 000 Xxxxxxxx Xxxx
Control
Number Address City
-------- --------------------------------------------------------------------- -------------------
1
1.01 10200-10500 Southwest Xxxxxxxxx Road Portland
1.02 5285, 5335, 5665 and 0000 Xxxxxxxxx Xxxxxxx Xxxx Xxxx Xxxxxx
1.03 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx
1.04 0000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxxx
1.05 0000 Xxxxxxx Xxxx Xxxx Xxxxxx
1.06 Xxx Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx
1.07 5800 & 0000 Xxxxxxxxx Xxxxxxx Xxxx Xxxx Xxxxxx
1.08 0000-0000 Xxxxxxxxx Xxxxxxx Xxxxxx Portland
1.09 4900 & 0000 Xxxxxxx Xxxx Xxxx Xxxxxx
1.10 0000 Xxxxxxx Xxxx Xxxx Xxxxxx
1.11 0000 Xxxxxxxxx Xxxxx Xxx Xxxxx Xxxx Xxxxxx
1.12 0000 Xxxxxxxxx Xxxxxxx Xxxx Xxxx Xxxxxx
1.13 0000 Xxxxxxxxx Xxxxxxx Xxxx Xxxx Xxxxxx
1.14 4500 and 0000 Xxxxxxxxx Xxxxx Xxx Xxxx Xxxxxx
1.15 0000 Xxxxxxx Xxxx Xxxx Xxxxxx
1.16 0000 Xxxxx Xxx Xxxxx Xxxx Xxxxxx
2 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx
3 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx
4
4.01 0 Xxxxxxx Xxxxx Xxxxxxx
4.02 0 Xxxxxxx Xxxxx Xxxxxxx
4.03 000 XXX Xxxxxxx Xxxxx Xxxxx
4.04 0 Xxxxxxx Xxxxx Xxxxxxx
4.05 000 XXX Xxxxxxx Xxxxx Xxxxx
4.06 00 Xxxxxxxx Xxxx Xxxxxxxxxx
5 000 Xxxxxxxx Xxxxxx Stamford
6 0000 Xxxxxxxx Xxx Xxxx
0 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxx
8
8.01 0000 Xxx Xxxxxxxxxx Xxxx Xxxxxxxxxx
8.02 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxx
8.03 0000 Xxxxxxxxx Xxxxx, XX Xxxxxxx
8.04 0000 Xxxxxxx Xxxx Xxxxxxx
8.05 0000 Xxxxxxxxx Xxxxxxxxx Duluth
8.06 0000 Xxxxxx Xxxx Xxxxxxxxxx
8.07 00000 Xxxxxxxxx Xxxxxx Newport News
8.08 0000 Xxxxxx Xxxx Xxxxxx
8.09 0000 Xxxxxxxxxxx Xxxxxxx Norcross
8.10 00 Xxxxxx Xxxx Xxxxxxxxxx
8.11 0000 Xxxx 00xx Xxxxxx Indianapolis
8.12 5498 Inn Road Mobile
8.13 0000 Xxxxxxx Xxxxxxx Xxxxxxxxxx
8.14 0000 Xxxxxxx 00 Xxxx Xxxxxx
8.15 0000 Xxxxxxxx Xxxxx Xx. Xxxxxxx
8.16 0000 Xxxx Xxxxx Xxxxxxxxxxxx
8.17 000 Xxxxxx Xxxxxxx Xxxxxx Xxxx
8.18 0000 Xxxxxxxxxx Xxxxx Xxxxxx
8.19 0000 Xxxxx Xxxxxxx Xxxxxxxxxxxx
8.20 0000 Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxx
8.21 0000 Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx
8.22 0000 Xxxx Xxxx Xxxxxxxxx
8.23 0000 Xxxx Xxxxxxxxxxxx Xxxxxxxxx Matthews
8.24 000 Xxxxxxx Xxxx Xxxxxxxxxx
8.25 000 Xxxxxxxxxx Xxxxx Xxxxxxxx
8.26 0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx Xxxxxxxx
8.27 0000 X-00 Xxxxx Xxxxxxx
8.28 000 Xxxx Xxxxxx Xxxxxx Lithia Springs
8.29 0000 XxXxxxxx Xxxx Xxxxxxxxxx
8.30 000 Xxxxx Xxxxx Xxxx Xxxx Xxxxxxxxx
8.31 0000 Xxxxx Xxxx Xxxx Xxxxx Xxxxxxxxxx
8.32 0000 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxxx
8.33 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx
8.34 000 Xxxxxxx 000 Xxxxxxxxx
8.35 0000 Xxxxx Xxxx Warner Robins
9 000 Xxxxx Xxxx Xxxxxx Xxx Xxxxxxx
10 00 Xxxxxx Xxx Xxxx Xxxxxx
11 000 Xxxx 00xx Xxxxxx Xxx Xxxx
12 0000 X Xxxxxx XX Xxxxxxxxxx
00 0000 & 0000 Xxxx Xxxxxx Xxxxxxxxx Xxx Xxxxxxx
14 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx
15 0000 Xxxxxxx Xxx Xxxxxx Xxxx
16 00 Xxxxxxxx Xxxxxx Xxxxxxxxx
17 00000-00000 Xxxxx Xxxxxxxxxx Xxxx and 0000 Xxxxxxxx Xxxxx Xxxxxxx
18 0000 Xxxxxxxx Xxxxx Xxxxxx Philadelphia
19
19.01 450 & 000 Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxx
19.02 0000 Xxxx Xxxxxxxxxx Xxxxxx Orange
20
20.01 000 Xxxxxxxxxxxx Xxxxx Xxx Xxxxxx
20.02 0000 Xxxx Xxxx Xxxx Xxxxxxxxxxx
20.03 000 Xxxxxxx Xxxxx XxXxxxxxx
20.04 0000 00xx Xxxxxx Xxxxxx
20.05 000 Xxxxxxxx Xxxxx Xxxxxx
20.06 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx
20.07 000 Xxxxxxxxx Xxxxx X'Xxxxxx
20.08 000 Xxxxxxxx Xxxx Xxxxxx Xxxxxxxxxxxx
20.09 00000 Xxxx & Xxxxxxx Xxxxxxxxx Xxxxxxxxxxx
20.10 000 Xxxxxx Xxxxxxxxx Xxxxxxx
20.11 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxx
21 00-00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx
22 000 Xxxxxxxx Xxxxxxxxx Xxx Xxxxxxx
23 000 Xxxxx Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
24 000 X Xxxxxxxx Xx & 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx Hills
25 0000 00xx Xxxxxx Denver
26 0000 Xxxx Xxxxxx Xxxxxxxxxx
27 000-000 Xxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxx
00 000 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxx
29 999, 1000 & 0000 Xxxxx Xxxxx Xxxxxxxxxx
30 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxx
31 2001 L Street Washington
32 0000-X Xxxx Xxxxxx Xxxxxx Fairlawn
33 0000 Xxxxxxx Xxxxx Xxxxxxx
34 0000 Xxxxx Xxxx Xxxxxx Xxxxx Xxx
35 2350, 2500, 0000 Xxxxx Xxxx Xxx Xxxxx
36
36.01 00000 Xxxxxxxxxx Xxxx Xxx Xxxx
36.02 00000 Xxxxxx Xxxxxxx Livonia
37
37.01 00000 Xxxx Xxxxxx Xxx Xxxxxxxx
37.02 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxx
37.03 00000 X. Xxxxxx Xxx Xxxxxxxx
37.04 0000 Xxxxxxxxx Xxxxxxxxx Xxxx Xxxx
37.05 000 Xxxxxxxx Xxxx Xxxxxxxxxx
37.06 0000 Xxxxxxx Xxxxxxx Xxxxxxxxxxxx
38 One Financial Plaza Providence
39
39.01 0000 Xxxx Xxxxxxx Xxxxxxx Xxxxxxx
39.02 0000 Xxxxxxxxxx Xxxx Pensacola
39.03 000 0xx Xxxxxx XX Xxxxx Xxxxxx
39.04 0000 Xxxxxxxxxx Xxxx Pensacola
39.05 000 Xxxxxxx Xxxxx Xxxxxxxxxx
39.06 0000 0xx Xxxxxx XX Winter Haven
39.07 000 Xxxxx Xxxxxx Xxxxx
39.08 000 Xxxxxxx Xxxx Xxxx
39.09 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx
39.10 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx
39.11 000 Xxxxxxxxxx Xxxx Xxxxxxxxx
40 000 Xxxxxxx Xxxxxx Xxxxxxxxxx
41
41.01 000 Xxxxx Xxxxx Xxx Xxxxx
41.02 000 Xxxxx Xxxxxxx Xxxxx Xxx Xxxxx
41.03 000 Xxxxx Xxxxxxx Xxxxx Xxx Xxxxx
41.04 000 Xxxxx Xxxxx Xxx Xxxxx
41.05 000 Xxxxx Xxxxxxx Xxxxx Xxx Xxxxx
42 3800 West Xxxxxxx Orange
43 00 Xxxxxxxx Xxx Xxxxxx
44 000 Xxxxxxx Xxxxxx, XX Albuquerque
45
45.01 0000 Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx
45.02 0000 Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx
46 0 X. Xxxxxxxxxx Xxxxxx Xxxxxxx
47 000 00xx Xxxxxx Xxxxxx
48 00000 Xxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx
49 30600-30800 Xxxxxxxxx Xxxx Xxxxxxx Xxxxx
00
50.01 0000 X. 00xx Xxxxxx Odessa
50.02 0000 Xxxxxxxx Xxxx Xxxxx San Antonio
50.03 0000 Xxx Xxxxxx Xxxx Xxxx Xxx
50.04 0000 X. Xxxxxx Xxxxxx Xxxxxxx
50.05 0000 Xxxxxx Xxxxxxx Xxxxxxx
50.06 0000-0000 Xxxxxxxxx Xxxx Xxxxxx
51 000-000 X. Xxxxx Xxxxxx Xxxxxxxx
52 703-717 East Xxxxxxx St, 805-823 Wales Dr, 0000 Xxxxx Xx Xxxxxx
53 000 Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx
54 000 Xxxx Xxxxxx Xxx Xxxxx
55 000 Xxxx Xxxx Xxxx Xxxx
56 000 Xxxxx Xxxxxx Xxxxxx Xxxxxx
57 000 Xxxxx Xxxxxx Xxxxxx Winston-Salem
58 18310 Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxxx
00
59.01 000 Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxx
59.02 0000 Xxxxxxx Xxxx Eddystone
59.03 000 Xxxxxxxxxx Xxxxx Xxxxxxx
59.04 0000 Xxxxxx Xxxx Whitemarsh
60 808 Ahua Street Honolulu
61 2481, 2483 and 0000 Xxxxx Xxxx Xxxxxxxxx Xxxxx
00 1355 & 0000 Xxxxxxxxxx Xxxxxx Milpitas
63 000 Xxxxx Xxxxx Xxxxxx
64 0000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxxx
65 7410 & 0000 X. Xxxxxxxxx Xxxxxx Tempe
66 14555 & 00000 Xxxxx Xxxxxxx Chantilly
67 13755 Sunrise Valley Drive Herndon
68 0000 Xxxx Xxxx Xxxx Davenport
69 000-000 Xxxxx Xxxxx Xxxx Xxxxxx
70 000 Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxxxxxx
71 0000 Xxxxxx Xxxxxxx Fair Oaks
72 861, 871, 881, & 000 Xxxxxx Xxxxxxxxx and 2200 and 0000 Xxxxxx Xxxxxx Allentown
73 00 - 000 Xxxx Xxxxx Xxxxx Xxxx
74 0000 Xxxxxxxxx Xxxx Apex
75 00 Xxxxxxxx Xxxxxxxxx Xxxxxx
76 000 X Xxxxxx Xxxxxx
77 0000 Xxxxxxx Xxxxx Xxxxx
78 000 Xxxxx Xxxxxxx Xxxxxx Pasadena
79 1201, 1211-1331, & 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx
80 2215 Xxxxx Road (various other addresses) Miamisburg
81 4120-4196 Oceanside Boulevard Oceanside
82 1400-1410 Energy Park Drive and 0000-0000 Xxxxxx Xxxx Xx. Xxxx
83
83.01 0000 Xxxxxxxx Xxxx Xxxxx
83.02 0000 X. Xxxxxx Xxxx Xxxxxxx Plano
83.03 0000 Xxxxx Xxxx Xxxxxxxxx Xxxx Xxxxx
83.04 000 X. Xxxxxxx 000 Coppell
84 110 Calle del Norte Laredo
85 0000 Xxxxxx Xxxxxxx Xxxx Xxxxxx
86 000 Xxxxx Xxxxx Xxx Xxxxx
87 0000 Xxxx Xxxx Xxxxxxx
88
88.01 0000 X Xxxxx Xxxxxx Xxxxxxxxxxxx
88.02 Xxxxxxxxxx (1429 N 15th) Philadelphia
88.03 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.04 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.05 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.06 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.07 0000 X. 00xx Xxxxxx Xxxxxxxxxxxx
88.08 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.09 0000 X. 00xx Xxxxxx Xxxxxxxxxxxx
88.10 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.11 0000 X Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.12 0000 X Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.13 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxxx
88.14 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.15 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.16 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.17 0000 Xxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.18 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.19 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.20 0000 Xxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.21 0000 X Xxxx Xxxxxxxxxxxx
88.22 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.23 0000 X Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.24 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.25 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.26 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.27 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.28 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.29 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.30 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.31 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.32 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.33 0000 X Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.34 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.35 0000 Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.36 0000 Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.37 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx
88.38 0000 Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.39 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.40 0000 Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.41 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.42 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.43 0000 Xxxx Xxxxxx Xxxxxxxxxxxx
88.44 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx
88.45 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx
88.46 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.47 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.48 0000 X Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
89 0000 Xxxxxx Xxxx Xxxx Encinitas
90 00000 Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxx Xxxxx
91 0000 Xxxx Xxxxxx Xxx Xxxxxxxxx
92 3304-3380 South McCarran Boulevard Reno
93 3213 - 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxxxx
94 0000 Xxxxxxxxx Xxxxxxx Xxxxxxx
95
95.01 000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxx
95.02 0000 Xxxxx Xxxxx Xxxxxxxxx Xxxxx Rome
95.03 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Topeka
95.04 000 Xxxx Xxxxxxxx Xxxx Xxxxxxx
96 0000 Xxxx Xxxx Xxxx Xxxxxxxx
97 0000-0000 Xxxxx Xxxxxxxx Xxxxxxxxx Denver
98 22219-22311 Mountain Highway East Spanaway
99 0000 Xxxxx Xxxxxx Xxxx Xxxxxx
100 0000-0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx
101 00-0000 Xxxxxxxx Xxxxxx Waipio
102 5110, 5140, 5170 and 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx
000
103.01 25,50,55 & 00 Xxxxx Xxxxx Xxxx Xxxx
103.02 000 Xxxxxxx Xxxxx Xxxxxxxxxxxxx
104 00 Xxxxxxxx Xxxxx Xxxx Patchogue
105 1930 Ashley Way Westfield
106 5050 - 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxxx
107 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxx
108 000-000 Xxxxxxxxxx Xxxxx Lewisberry
109 000 Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxxx
110 3211 - 0000 Xxxxxxxx Xxxx Xxxxx Xxxxx
000 0000-0000 Bergen Parkway Evergreen
112 4731 and 0000 Xxxx Xxxxxxxx Xxxxxx Grand Chute
113 5600 South 000 Xxxx Xxxxxx
000 0000 00xx Xxxxx XX Xxxxx
115 000 Xxxxxxxxx Xxxxx Xxxxxxxx
116 1495 Equity Drive Xxxx
117 2750 Race Track Road Jacksonville
118 8700 - 0000 Xx Xxxxxxx Xxxxx Xxxxxxxxxx
119 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx
120 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxxx
121 537, 541 & 000 Xxxx Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxxx Xxxxx
000 00000 Xxxxxx Road Norwalk
123 0000 Xxxx Xxxxx Xxxx Xxxxx
124 0000 Xxxxxxxx Xxxx Xxxxxxxxx
125 0000 Xxxxxx Xxxxxx Boulder
126 530 New Waverly Place Cary
127 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Issaquah
128
128.01 0000 Xxxxx Xxxx Xxxxxx Xxxxx Xxxxx
128.02 0000 Xxxxxxx Xxxxxx Xxxxxxxx
129 0000 Xxxxx Xxxxx Xxxxx
000 0000-0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Highlands Ranch
131 2611 & 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx Albuquerque
132 000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxxx
133 0000 Xxxxxx Xxxx Xxxxxxxxx
134 0000 Xxxxx Xxxx Xxxx Xxxxxxx
135 00000 XX 000 and 0000 Xxxxxx Xxxxxxx Xxxx Xxxxxxx
136 6500 & 0000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Xxxx
137 0000 Xxxxxx Xxxx Xxxxxxxxx
138 0000 X. Xxxxxxxx Xxxxxx Whittier
139 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx
140 000 Xxxx Xxxxxx Xxxxxx
141 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx
142 0000-0000 Xxxxxxxx Xxxxx Xxxxx
143 000 Xxxxx Xxxx Xxx Xxxxx
144 000 Xxxx Xxxxxxxxx Xxxxx Xxxxxx
000 0000 Xxxxx Xxx Xxxxx Xxxxx Xxxx
146 000 Xxxx Xxxxxxxxx Xxxxxxxxxx
000 0000 Xxxxx Xxxx Xxxx Joppatowne
148 0000 Xxxx Xxxxx Xxxxxx Xxxxxx
149 000 Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx
150 0000 XX 000xx Xxxxxx Xxxxx
151 957, 969 and 0000 Xxxxxxxx Xxxxx Xxxxx Xxxxx
152 0000 Xxxx Xxxxx Xxx Xxxxxx
153 000 Xxxxxxxxxx Xxxx Xxxxxxxx Meeting
154
154.01 0000 Xxxx Xxxxxxxx Xxxxxx Toledo
154.02 0000 Xxxxxx Xxxx Xxxxxx Maumee
154.03 6535-6541 Xxxxxxxxxxxx Xxxxx Xxxxxx
000 0000 Xxxxxx Xx Xxxxx Xxxxxx
156 0000 Xxxxxx Xxxx Xxxxxxxxx
157 0000 Xxxxxxxx Xxxxxx Xxxxxx
158 18 Centre Drive Monroe Township
159 0000 Xxxxxxxxxx Xxxxxx Bakersfield
160 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx
161 000 Xxxxx Xxxxxx Xxxx Chandler
162 0000 Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx Flagstaff
163 8305, 8315, 0000 Xxxxxx Xxxxxx Xxxxxx Xxxx
164 0000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxx
165 00 Xxxxxx Xxxx Xxxx Xxxxxxx
166 000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx
167 0000 Xxxxxx Xxxxxx and 0000 Xxxxx Xxx Xxx San Xxxxxx
168 000 Xxxxx Xxxxxxxx Xxxxxx Syracuse
169 00 Xxxxxxx Xxxx Xxxx Xxxxxxxx
170 00000 Xxxxxx Xxxxxxxxx Xxxxxxxxxxx
171 000 Xxxxxxxxxx Xxxxxx Xxxxxxx
172 0000 Xxxxxxxx Xxxxxxx Xxxxxxxx
173 0000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx
000 0000-0000 and 2000-2016 Springboro West Moraine
175 11251 Pines Boulevard Pembroke Pines
176 4200, 4224, 4232 and 0000 Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx
177 4060 Xxxxxx Xxxxxxx Parkway Hermitage
178 0000-0000 Xxxx Xxxxx Xxxx Xxxx Xxxxx
179 0000 Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx
180 0 Xxxxxxxx Xxxxxx Xx Crosse
181 0000 Xxxxx XxXxxxxxxx Xxxxxx San Antonio
182 0000 Xxxxx Xxxxxx Pico Xxxxxx
183 00000 Xxxxx Xxxxxx Xxxxxxx Xxxxx
184 210 & 000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx
185 000 Xxxxxxxxxx Xxxx Alcoa
186 000 Xxxxx Xxxxxxx Xxxx Fond du Lac
000 00 Xxxxx Xxxxx Xxxxxxxx
188 00000 Xxxxxxxx Xxxxxx Bellflower
189 000 Xxxxx Xxxxxx Xxxxxxxxxxx
190 0000 Xxxx Xxxxx and 6144 & 0000 Xxx Xxxx Xxxxxx Xxxx
191 151-171 and 201-225 West 0xx Xxxxxx Xxxxx
000 000 Xxxxxxxxx Xxxxxxx Xxxxx
193 0000 Xxxxxxxxxx Xxxx Xxxxxx
194 00000 Xxxx Xxxxx Xxxx Xxxx Xxxxxxxxxx
000 0000 Xxxxxx Xxxxx Xxxx Aiken
196 0000 Xxxxx Xxxxxx Xxxxxx Toledo
197 0000 Xxxxx Xxxxxx Boulder
198 0000 Xxxx Xxxx Xxxx Xxxxxxxx
199 0000 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxx
200 00000 Xxxxx Xxxxx Xxxxxxx Xxxxxxx City
201 0000 Xxxxxxx Xxxx, Xxxxxxxx X Xxxx
202 000 Xxxxxxxx Xxxx Xxxx
Monthly Gross Remaining
Control Cut-Off Date Debt Interest Term To
Number State Zip Code Balance ($) Service ($) Rate (%) Maturity (Mos.) Maturity Date
-------- -------------------- -------- ------------ ------------ -------- --------------- -------------
1 697,200,000 3,284,199.33 5.56000% 117 4/6/2017
1.01 Xxxxxx 00000
1.02 Xxxxxx 00000
1.03 Xxxxxx 00000
1.04 Xxxxxx 00000
1.05 Xxxxxx 00000
1.06 Xxxxxx 00000
1.07 Xxxxxx 00000
1.08 Xxxxxx 00000
1.09 Xxxxxx 00000
1.10 Xxxxxx 00000
1.11 Xxxxxx 00000
1.12 Xxxxxx 00000
1.13 Xxxxxx 00000
1.14 Xxxxxx 00000
1.15 Xxxxxx 00000
1.16 Oregon 97035
2 California 90071 550,000,000 2,654,643.75 5.69700% 117 4/6/2017
3 California 90071 470,000,000 2,189,942.02 5.49968% 118 5/6/2017
4 270,375,000 1,296,752.30 5.66100% 115 2/6/2017
4.01 Xxx Xxxxxx 00000
4.02 Xxx Xxxxxx 00000
4.03 Xxx Xxxxxx 00000
4.04 Xxx Xxxxxx 00000
4.05 Xxx Xxxxxx 00000
4.06 Xxx Xxxxxx 00000
5 Xxxxxxxxxxx 00000 265,000,000 1,273,891.81 5.67400% 119 6/6/2017
6 Xxx Xxxx 00000 191,250,000 868,163.44 5.35800% 117 4/6/2017
7 Xxx Xxxx 00000 187,250,000 909,179.37 5.73100% 115 2/6/2017
8 186,000,000 1,085,091.06 5.74700% 120 7/6/2017
8.01 Virginia 23320
8.02 Arizona 85233
8.03 Xxxxxxx 00000
8.04 Xxxxxxx 00000
8.05 Xxxxxxx 00000
8.06 Xxxxx Xxxxxxxx 00000
8.07 Virginia 23606
8.08 Texas 75243
8.09 Xxxxxxx 00000
8.10 Alabama 35209
8.11 Indiana 46278
8.12 Alabama 36619
8.13 Xxxxxxxx 00000
8.14 Xxxxx Xxxxxxxx 00000
8.15 Missouri 63303
8.16 Indiana 46219
8.17 Xxxxxxx 00000
8.18 Ohio 45458
8.19 Xxxxxxx 00000
8.20 Xxxxxxx 00000
8.21 Ohio 43232
8.22 Missouri 63042
8.23 Xxxxx Xxxxxxxx 00000
8.24 Xxxxx Xxxxxxxx 00000
8.25 Xxxxx Xxxxxxxx 00000
8.26 Ohio 43229
8.27 Mississippi 39206
8.28 Xxxxxxx 00000
8.29 Pennsylvania 15237
8.30 Xxxxx Xxxxxxxx 00000
8.31 Xxxxx Xxxxxxxx 00000
8.32 Xxxxx Xxxxxxxx 00000
8.33 Xxxxxxx 00000
8.34 Xxxxxxx 00000
8.35 Xxxxxxx 00000
0 Xxxxxxxxxx 00000 165,000,000 773,746.88 5.53500% 000 0/0/0000
00 Xxxxxxxxxxxxx 00000 160,500,000 944,693.69 6.54400% 120 7/6/2017
11 Xxx Xxxx 00000 160,000,000 837,191.11 6.17600% 000 0/0/0000
00 Xxxxxxxx xx Xxxxxxxx 00000 138,613,339 685,710.56 5.83900% 78 1/6/2014
13 California 90069 135,000,000 663,832.50 5.80400% 120 7/6/2017
14 California 91505 135,000,000 674,469.38 5.89700% 117 4/6/2017
15 Pennsylvania 19027 129,500,000 665,752.31 6.06800% 119 6/6/2017
16 Xxxxxxxxxxx 00000 124,000,000 567,825.28 5.40500% 119 6/6/2017
17 Arizona 85054 120,000,000 616,710.00 6.06600% 58 5/6/2012
18 Pennsylvania 19154 116,000,000 555,269.44 5.65000% 119 6/1/2017
19 103,500,000 498,387.69 5.68368% 118 5/6/2017
19.01 Xxxxxxxxxx 00000
19.02 California 92868
20 92,730,000 593,160.93 7.40000% 120 7/6/2017
20.01 Indiana 47150
20.02 Xxxxxxxxx 00000
20.03 Xxxxxxx 00000
20.04 Illinois 61265
20.05 Xxxxxxxx 00000
20.06 Xxxxxxxx 00000
20.07 Missouri 63368
20.08 Pennsylvania 17756
20.09 Indiana 46060
20.10 Indiana 47274
20.11 Indiana 47421
21 Xxxxxxxxxxx 00000 87,550,000 459,509.82 6.19500% 115 2/6/2017
22 California 90017 85,000,000 428,338.61 5.94800% 116 3/6/2017
23 Pennsylvania 19106 80,000,000 481,081.51 6.02800% 119 6/6/2017
24 California 90210 73,100,000 371,096.21 5.99200% 59 6/6/2012
25 Colorado 80202 70,000,000 355,062.36 5.98700% 114 1/6/2017
26 Virginia 22314 64,000,000 365,516.00 5.55300% 118 5/6/2017
27 Pennsylvania 15235 61,500,000 306,789.33 5.88800% 57 4/6/2012
28 Illinois 60606 57,500,000 285,909.97 5.86900% 57 4/6/2012
29 Illinois 60173 40,050,000 215,056.26 6.33800% 120 7/6/2017
30 Illinois 60173 16,748,000 89,931.64 6.33800% 000 0/0/0000
00 Xxxxxxxx xx Xxxxxxxx 00000 56,500,000 268,300.45 5.60500% 58 5/6/2012
00 Xxxx 00000 55,500,000 266,561.10 5.66900% 119 6/6/2017
33 Pennsylvania 19013 55,200,000 292,104.60 6.24600% 118 5/6/2017
34 California 92705 55,000,000 276,135.14 5.92600% 58 5/6/2012
35 Michigan 48105 31,189,427 208,106.85 6.75800% 115 2/6/2017
36 21,910,573 149,610.54 6.99100% 115 2/6/2017
36.01 Xxxxxxxx 00000
36.02 Michigan 48152
37 52,300,000 261,870.46 5.91000% 59 6/6/2012
37.01 Virginia 20166
37.02 Xxxxxxxxx 00000
37.03 Virginia 20166
37.04 Xxxxxxx 00000
37.05 Xxxxx Xxxxxxxx 00000
37.06 Florida 32256
38 Xxxxx Xxxxxx 00000 51,750,000 259,116.56 5.91000% 119 6/6/2017
39 48,500,000 353,815.56 7.93900% 60 7/6/2012
39.01 Xxxxxxxx 00000
39.02 Xxxxxxx 00000
39.03 Xxxx 00000
39.04 Florida 32504
39.05 Pennsylvania 15220
39.06 Florida 33880
39.07 Xxxxxxx 00000
39.08 Pennsylvania 17402
39.09 Alabama 35660
39.10 Xxxxx Xxxxxxxx 00000
39.11 Pennsylvania 17601
40 Xxxxx Xxxxxxxx 00000 46,000,000 223,310.83 5.73000% 119 6/6/2017
41 44,440,000 228,764.78 6.07600% 58 5/6/2012
41.01 Nevada 89119
41.02 Nevada 89119
41.03 Nevada 89119
41.04 Nevada 89119
41.05 Nevada 89119
42 California 92868 44,370,000 222,765.75 5.92600% 000 0/0/0000
00 Xxxxxxx 00000 43,200,000 278,473.59 6.69000% 000 0/0/0000
00 Xxx Xxxxxx 00000 43,000,000 222,044.24 6.09500% 58 5/6/2012
45 39,200,000 207,436.60 6.24600% 118 5/6/2017
45.01 Xxxxxxxxxxxx 00000
45.02 Pennsylvania 19428
46 Illinois 60602 36,000,000 217,762.97 6.08300% 000 0/0/0000
00 Xxxxxxxx 00000 35,800,000 209,146.57 5.76000% 118 5/6/2017
48 Xxxxx Xxxxxxxx 00000 35,500,000 169,931.60 5.65000% 119 6/6/2017
49 Michigan 48025 35,000,000 207,821.79 5.91000% 118 5/1/2017
50 33,400,000 198,749.21 5.93000% 119 6/6/2017
50.01 Xxxxx 00000
50.02 Texas 78232
50.03 Texas 78233
50.04 Texas 79707
50.05 Texas 79701
50.06 Texas 79762
51 Pennsylvania 19446 31,986,384 177,352.56 6.44900% 115 2/6/2017
52 California 95630 31,680,000 160,852.12 5.99300% 59 6/6/2012
53 Xxx Xxxxxx 00000 31,120,000 164,679.26 6.24600% 118 5/6/2017
54 Xxx Xxxx 00000 31,000,000 151,096.15 5.75300% 54 1/6/2012
55 Xxxxx Xxxxxxxx 00000 27,700,000 132,007.81 5.62500% 117 4/6/2017
56 Xxxxxxxxxxxxx 00000 26,500,000 158,795.71 5.99500% 118 5/6/2017
57 Xxxxx Xxxxxxxx 00000 26,000,000 149,588.58 5.62000% 118 5/6/2017
58 Xxxxxxxx 00000 25,000,000 125,600.69 5.93000% 59 6/6/2012
59 24,640,000 130,388.72 6.24600% 118 5/6/2017
59.01 Pennsylvania 19462
59.02 Pennsylvania 19022
59.03 Pennsylvania 19044
59.04 Pennsylvania 19462
60 Hawaii 96819 24,600,000 113,316.14 5.43700% 000 0/0/0000
00 Xxxxxxxxxx 00000 23,250,000 110,505.31 5.61000% 000 0/0/0000
00 Xxxxxxxxxx 00000 23,121,506 149,090.27 5.95000% 116 3/6/2017
63 Xxxxx Xxxxxxxx 00000 23,015,000 112,410.69 5.76500% 118 5/6/2017
64 Xxxxx Xxxxxxxx 00000 23,000,000 134,514.12 5.77000% 117 4/6/2017
65 Arizona 85283 22,800,000 110,336.80 5.71200% 82 5/6/2014
66 Virginia 20151 22,300,000 107,690.42 5.70000% 117 4/6/2017
67 Virginia 20171 21,500,000 108,854.50 5.97600% 80 3/6/2014
68 Florida 33897 21,000,000 104,526.04 5.87500% 000 0/0/0000
00 Xxxxxxxxxx 00000 20,800,000 96,041.11 5.45000% 000 0/0/0000
00 Xxxxxxxxxx 00000 19,960,147 114,941.94 5.61000% 118 5/6/2017
71 California 95628 19,200,000 91,906.67 5.65000% 61 8/6/2012
72 Pennsylvania 18109 18,800,000 96,522.33 6.06000% 00 0/0/0000
00 Xxxxxx 00000 18,800,000 92,397.04 5.80100% 115 2/6/2017
74 Xxxxx Xxxxxxxx 00000 18,350,000 89,392.53 5.75000% 119 6/6/2017
75 Delaware 19713 18,000,000 81,282.50 5.33000% 119 6/6/2017
76 Xxxxxxxxxxxxx 00000 18,000,000 94,397.50 6.19000% 000 0/0/0000
00 Xxxxxxxxxx 00000 18,000,000 87,184.25 5.71700% 115 2/6/2017
78 California 91105 17,840,000 91,593.53 6.06000% 00 0/0/0000
00 Xxxxxx 00000 17,600,000 86,335.33 5.79000% 000 0/0/0000
00 Xxxx 00000 17,440,000 102,329.73 5.80000% 000 0/0/0000
00 Xxxxxxxxxx 00000 16,600,000 78,335.86 5.57000% 000 0/0/0000
00 Xxxxxxxxx 00000 16,250,000 79,713.02 5.79000% 118 5/1/2017
83 16,250,000 95,906.90 5.85400% 117 4/6/2017
83.01 Xxxxx 00000
83.02 Texas 75074
83.03 Texas 76116
83.04 Texas 00000
00 Xxxxx 00000 16,000,000 93,676.82 5.78000% 000 0/0/0000
00 Xxxxxxxxxx 00000 16,000,000 77,497.11 5.71700% 000 0/0/0000
00 Xxxxxx 00000 15,320,000 78,863.10 6.07600% 00 0/0/0000
00 Xxxxx 00000 15,280,000 78,385.34 6.05500% 118 5/6/2017
88 15,255,011 90,016.94 5.82500% 117 4/6/2017
88.01 Pennsylvania 19121
88.02 Pennsylvania 19121
88.03 Pennsylvania 19121
88.04 Pennsylvania 19121
88.05 Pennsylvania 19121
88.06 Pennsylvania 19121
88.07 Pennsylvania 19121
88.08 Pennsylvania 19121
88.09 Pennsylvania 19121
88.10 Pennsylvania 19121
88.11 Pennsylvania 19121
88.12 Pennsylvania 19121
88.13 Pennsylvania 19121
88.14 Pennsylvania 19121
88.15 Pennsylvania 19121
88.16 Pennsylvania 19121
88.17 Pennsylvania 19121
88.18 Pennsylvania 19121
88.19 Pennsylvania 19121
88.20 Pennsylvania 19121
88.21 Pennsylvania 19121
88.22 Pennsylvania 19121
88.23 Pennsylvania 19121
88.24 Pennsylvania 19121
88.25 Pennsylvania 19121
88.26 Pennsylvania 19121
88.27 Pennsylvania 19121
88.28 Pennsylvania 19121
88.29 Pennsylvania 19121
88.30 Pennsylvania 19121
88.31 Pennsylvania 19121
88.32 Pennsylvania 19121
88.33 Pennsylvania 19121
88.34 Pennsylvania 19121
88.35 Pennsylvania 19121
88.36 Pennsylvania 19121
88.37 Pennsylvania 19121
88.38 Pennsylvania 19121
88.39 Pennsylvania 19121
88.40 Pennsylvania 19121
88.41 Pennsylvania 19121
88.42 Pennsylvania 19121
88.43 Pennsylvania 19121
88.44 Pennsylvania 19121
88.45 Pennsylvania 19121
88.46 Pennsylvania 19121
88.47 Pennsylvania 19121
88.48 Pennsylvania 19121
89 California 92024 15,225,165 90,793.70 5.95000% 000 0/0/0000
00 Xxxxxx 00000 15,000,000 70,658.33 5.56000% 000 0/0/0000
00 Xxxxxxxxxx 00000 15,000,000 69,895.83 5.50000% 000 0/0/0000
00 Xxxxxx 00000 14,880,000 69,462.73 5.51000% 118 5/6/2017
93 Xxxxxxxx 00000 14,500,000 69,040.14 5.62000% 000 0/0/0000
00 Xxxxxxx 00000 14,500,000 66,214.65 5.39000% 59 6/1/2012
95 14,500,000 72,602.71 5.91000% 119 6/6/2017
95.01 Xxxxxxxx 00000
95.02 Xxx Xxxx 00000
95.03 Xxxxxx 00000
95.04 Texas 76022
96 Arizona 85308 14,500,000 68,917.29 5.61000% 000 0/0/0000
00 Xxxxxxxx 00000 14,250,000 67,004.69 5.55000% 118 5/1/2017
98 Xxxxxxxxxx 00000 14,000,000 67,133.89 5.66000% 000 0/0/0000
00 Xxxxxxx 00000 14,000,000 66,185.00 5.58000% 119 6/6/2017
100 Xxxxx Xxxxxxxx 00000 13,200,000 77,451.40 5.80000% 116 3/6/2017
000 Xxxxxx 00000 13,100,000 64,704.90 5.83000% 117 4/6/2017
000 Xxxxxxxxxx 00000 12,600,000 71,937.18 5.55000% 117 4/6/2017
103 12,000,000 70,792.91 5.85000% 118 5/6/2017
103.01 Pennsylvania 17011
103.02 Pennsylvania 17055
000 Xxx Xxxx 00000 12,000,000 81,032.60 7.14800% 119 6/6/2017
000 Xxxxxxx 00000 12,000,000 59,576.67 5.86000% 116 3/6/2017
000 Xxxxxxxxxx 00000 11,877,000 62,477.80 6.20900% 59 6/6/2012
000 Xxxxxxxxxx 00000 11,815,937 76,954.86 6.07000% 117 4/6/2017
000 Xxxxxxxxxxxx 00000 11,300,000 66,663.33 5.85000% 118 5/6/2017
000 Xxxxxx 00000 11,100,000 52,099.08 5.54000% 119 6/1/2017
000 Xxxxxxxxxx 00000 11,100,000 64,003.02 5.64000% 118 5/6/2017
000 Xxxxxxxx 00000 11,000,000 64,683.00 5.82000% 116 3/6/2017
000 Xxxxxxxxx 00000 10,760,000 52,235.32 5.73000% 119 6/1/2017
000 Xxxx 00000 10,720,000 54,947.44 6.05000% 119 6/6/2017
000 Xxxxxx 00000 10,664,000 53,187.74 5.88700% 58 5/6/2012
000 Xxxxxxxxx 00000 10,560,000 51,255.45 5.72900% 81 4/6/2014
000 Xxxxxxxx 00000 10,500,000 50,795.21 5.71000% 118 5/6/2017
000 Xxxxxxx 00000 10,500,000 47,592.71 5.35000% 116 3/6/2017
000 Xxxxxxxxxx 00000 10,491,000 55,213.55 6.21200% 119 6/6/2017
000 Xxxxxxx 00000 10,220,000 60,782.14 5.92500% 119 6/6/2017
120 Arizona 85303 10,000,000 47,105.56 5.56000% 81 4/6/2014
000 Xxxxxxxx 00000 9,300,000 44,438.50 5.64000% 118 5/6/2017
000 Xxxxxxxxxx 00000 9,300,000 47,865.94 6.07500% 57 4/6/2012
000 Xxxxxxxx 00000 9,031,460 55,439.76 6.15000% 52 11/6/2011
124 Xxxxx Xxxxxxxx 00000 8,658,103 53,459.93 6.23100% 79 2/6/2014
000 Xxxxxxxx 00000 8,600,000 50,187.27 5.75000% 119 6/6/2017
126 Xxxxx Xxxxxxxx 00000 8,600,000 43,643.81 5.99000% 82 5/6/2014
000 Xxxxxxxxxx 00000 8,600,000 40,365.06 5.54000% 118 5/6/2017
128 8,525,000 51,309.16 6.03600% 118 5/6/2017
128.01 Xxxx 00000
128.02 Iowa 50702
000 Xxxxxxxx 00000 8,500,000 40,183.75 5.58000% 117 4/6/2017
000 Xxxxxxxx 00000 8,350,000 38,908.68 5.50000% 000 0/0/0000
000 Xxx Xxxxxx 00000 8,160,000 38,922.07 5.63000% 119 6/6/2017
000 Xxxxx 00000 8,100,000 46,092.60 5.52000% 117 4/6/2017
133 Xxxxx Xxxxxxxx 00000 7,900,000 36,075.57 5.39000% 116 3/6/2017
000 Xxxx 00000 7,854,591 49,556.29 5.72000% 116 3/6/2017
000 Xxxxx 00000 7,760,000 36,816.89 5.60000% 116 3/6/2017
000 Xxxxxxxxx 00000 7,700,000 45,179.98 5.80000% 118 5/6/2017
000 Xxxxxxxxxx 00000 7,500,000 37,108.33 5.84000% 117 4/6/2017
000 Xxxxxxxxxx 00000 7,400,000 43,934.73 5.90900% 117 4/6/2017
000 Xxxxxxxx 00000 7,280,000 42,054.99 5.65700% 117 4/6/2017
000 Xxx Xxxxxx 00000 7,200,000 40,790.51 5.48000% 117 4/6/2017
000 Xxxxx 00000 7,200,000 42,063.00 5.76000% 57 4/6/2012
000 Xxxxxxxxxx 00000 7,150,000 34,770.85 5.74000% 117 4/6/2017
000 Xxxxxx 00000 7,078,469 41,105.00 5.67700% 117 4/6/2017
000 Xxxxxxxxx 00000 7,030,000 37,492.85 6.29500% 115 2/6/2017
000 Xxxxxxx 00000 7,000,000 40,716.80 5.72000% 115 2/6/2017
000 Xxxxxxxxxxxx 00000 7,000,000 32,973.89 5.56000% 117 4/6/2017
000 Xxxxxxxx 00000 6,987,541 42,510.10 6.12000% 118 5/6/2017
000 Xxxxxxxx 00000 6,850,000 39,714.03 5.69000% 116 3/6/2017
000 Xxxxxxxx 00000 6,850,000 40,323.54 5.83000% 117 4/6/2017
000 Xxxxxxx 00000 4,100,000 19,730.11 5.68000% 57 4/6/2012
000 Xxxxxxx 00000 2,625,000 12,520.89 5.63000% 57 4/6/2012
000 Xxxxxxxxx 00000 6,712,000 38,570.29 5.60900% 119 6/1/2017
000 Xxxxxxxxxxxx 00000 6,600,000 37,722.91 5.56000% 116 3/6/2017
154 6,440,000 37,623.01 5.76000% 116 3/6/2017
154.01 Ohio 43623
154.02 Ohio 43537
154.03 Ohio 43537
000 Xxxxx 00000 6,250,000 36,855.35 5.84600% 115 2/6/2017
000 Xxxxxxxx 00000 6,200,000 34,248.11 6.52000% 56 3/6/2012
000 Xxxxx 00000 6,100,000 30,336.49 5.87000% 116 3/6/2017
000 Xxx Xxxxxx 00000 6,000,000 34,406.91 5.59000% 118 5/6/2017
000 Xxxxxxxxxx 00000 6,000,000 34,858.25 5.70900% 117 4/6/2017
000 Xxxxxxxxx 00000 5,900,000 33,945.10 5.62000% 119 6/1/2017
000 Xxxxxxx 00000 5,865,600 33,929.07 5.67000% 119 6/6/2017
000 Xxxxxxx 00000 5,850,000 27,259.38 5.50000% 119 6/6/2017
000 Xxxxxxxxxx 00000 5,650,000 28,467.13 5.94700% 117 4/6/2017
000 Xxxxxxxxxx 00000 5,500,000 31,991.77 5.72000% 116 3/6/2017
000 Xxxxxxxxxxx 00000 5,500,000 31,678.47 5.63000% 118 5/1/2017
000 Xxxxxxxxxxx 00000 5,460,000 27,125.89 5.86400% 119 6/6/2017
000 Xxxxxxxxxx 00000 5,350,000 31,017.53 5.69000% 116 3/1/2017
000 Xxx Xxxx 00000 5,346,305 30,893.66 5.65000% 119 6/1/2017
169 Xxxxx Xxxxxxxx 00000 5,221,638 34,089.47 6.08200% 116 3/6/2017
000 Xxxxxxxxxx 00000 5,000,000 32,164.46 6.67000% 117 4/6/2017
000 Xxxxxxxxxxxx 00000 4,800,000 27,646.67 5.63000% 117 4/6/2017
000 Xxxxxxxx 00000 4,800,000 27,828.81 5.69000% 119 6/6/2017
000 Xxxxxxxx 00000 4,700,000 27,189.53 5.67000% 119 6/6/2017
000 Xxxx 00000 4,560,000 26,755.94 5.80000% 116 3/6/2017
000 Xxxxxxx 00000 4,500,000 22,284.06 5.84500% 57 4/6/2012
000 Xxxxx 00000 4,422,451 25,685.43 5.67000% 116 3/6/2017
000 Xxxxxxxxx 00000 4,400,000 25,965.83 5.85300% 119 6/6/2017
000 Xxxxxxxxxx 00000 4,250,000 24,398.36 5.60000% 117 4/1/2017
000 Xxxxxxxx 00000 4,200,000 24,478.05 5.73800% 118 5/6/2017
000 Xxxxxxxxx 00000 4,100,000 24,187.58 5.85000% 118 5/1/2017
000 Xxxxx 00000 4,040,000 23,679.10 5.79000% 118 5/6/2017
000 Xxxxxxxxxx 00000 4,000,000 23,748.50 5.90900% 117 4/6/2017
000 Xxxxxxxxxx 00000 3,900,000 18,569.42 5.62000% 118 5/6/2017
000 Xxxxxxxx 00000 3,837,000 18,757.07 5.77000% 119 6/1/2017
000 Xxxxxxxxx 00000 3,800,000 18,447.42 5.73000% 119 6/6/2017
000 Xxxxxxxxx 00000 3,655,000 17,340.94 5.60000% 117 4/6/2017
187 Xxxxx Xxxxxxxx 00000 3,600,000 21,077.28 5.78000% 117 4/6/2017
000 Xxxxxxxxxx 00000 3,600,000 21,373.65 5.90900% 117 4/6/2017
000 Xxxxxxxxxxx 00000 3,575,000 17,700.42 5.84400% 118 5/6/2017
000 Xxxxxx 00000 3,500,000 20,536.36 5.80000% 114 1/6/2017
000 Xxxxxxx 00000 3,450,000 19,653.70 5.53000% 117 4/6/2017
000 Xxxxx 00000 3,400,000 19,712.07 5.69000% 117 4/6/2017
000 Xxxxx 00000 3,300,000 21,327.02 6.71500% 120 7/6/2017
000 Xxxxxxxx 00000 3,000,000 17,484.32 5.73800% 118 5/6/2017
195 Xxxxx Xxxxxxxx 00000 2,957,292 17,722.03 5.94000% 114 1/6/2017
000 Xxxx 00000 2,913,763 17,162.53 5.80000% 116 3/6/2017
000 Xxxxxxxx 00000 2,800,000 16,340.04 5.75000% 119 6/6/2017
000 Xxxxxxx 00000 2,680,000 12,488.06 5.50000% 118 5/6/2017
000 Xxxxxx 00000 1,940,000 11,506.85 5.90000% 114 1/6/2017
000 Xxxxxxx 00000 1,900,000 9,416.88 5.85000% 116 3/6/2017
000 Xxxxxx 00000 1,800,000 9,615.13 6.30500% 55 2/6/2012
000 Xxxxxx 00000 1,310,000 7,778.47 5.91000% 114 1/6/2017
Remaining Interest
Control Amortization Term Accrual Subservicing Servicing Administrative Ground Mortgage
Number (Mos.) Method Fee Rate (%) Fee Rate (%) Fee Rate (%) Lease Y/N Loan Seller
-------- ----------------- ---------- ------------ ------------ -------------- --------- --------------------
1 0 Actual/360 0.02000% 0.02025% No GSMC
1.01 No
1.02 Yes
1.03 No
1.04 Yes
1.05 No
1.06 No
1.07 No
1.08 No
1.09 Yes
1.10 Yes
1.11 No
1.12 No
1.13 Yes
1.14 No
1.15 Yes
1.16 No
2 0 Actual/360 0.02000% 0.02025% No GCFP/Xxxxxx Brothers
3 0 Actual/360 0.02000% 0.02025% Yes GCFP
4 0 Actual/360 0.02000% 0.02025% GCFP
4.01 No
4.02 No
4.03 No
4.04 No
4.05 No
4.06 No
5 0 Actual/360 0.02000% 0.02025% No GCFP
6 0 Actual/360 0.02000% 0.02025% No GSMC
7 0 Actual/360 0.02000% 0.02025% Yes GCFP
8 360 Actual/360 0.02000% 0.02025% GCFP
8.01 No
8.02 No
8.03 No
8.04 No
8.05 No
8.06 No
8.07 No
8.08 No
8.09 No
8.10 No
8.11 No
8.12 No
8.13 No
8.14 No
8.15 No
8.16 No
8.17 No
8.18 No
8.19 No
8.20 No
8.21 No
8.22 No
8.23 No
8.24 No
8.25 No
8.26 No
8.27 No
8.28 No
8.29 No
8.30 No
8.31 No
8.32 No
8.33 No
8.34 No
8.35 No
9 0 Actual/360 0.02000% 0.02025% No GCFP
10 480 Actual/360 0.02000% 0.02025% Yes GCFP
11 0 Actual/360 0.02000% 0.02025% No GCFP/ Xxxxxxxx
00 0 Actual/360 0.02000% 0.02025% Yes GCFP/Xxxxxx Brothers
13 0 Actual/360 0.02000% 0.02025% No GCFP
14 0 Actual/360 0.02000% 0.02025% No GCFP
15 0 Actual/360 0.02000% 0.02025% No GSMC
16 0 Actual/360 0.02000% 0.02025% No GCFP
17 0 Actual/360 0.02000% 0.02025% No GSMC
18 0 Actual/360 0.02000% 0.02025% No GCFP
19 0 Actual/360 0.02000% 0.02025% GCFP
19.01 Xx
00.00 Xx
00 000 Xxxxxx/000 0.02000% 0.02025% GCFP
20.01 No
20.02 No
20.03 No
20.04 No
20.05 No
20.06 No
20.07 No
20.08 No
20.09 No
20.10 No
20.11 No
21 0 Actual/360 0.01000% 0.01000% 0.02025% Yes GSMC
22 0 Actual/360 0.02000% 0.02025% No GCFP
23 360 Actual/360 0.02000% 0.02025% Yes GCFP
24 0 Actual/360 0.02000% 0.02025% Yes GCFP
25 0 Actual/360 0.02000% 0.02025% No GCFP
26 360 Actual/360 0.02000% 0.02025% No GCFP
27 0 Actual/360 0.02000% 0.02025% No GSMC
28 0 Actual/360 0.02000% 0.02025% No GCFP
29 0 Actual/360 0.02000% 0.02025% No GCFP
30 0 Actual/360 0.02000% 0.02025% No GCFP
31 0 Actual/360 0.02000% 0.02000% 0.04025% No GCFP
32 0 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
33 0 Actual/360 0.02000% 0.02025% No GCFP
34 0 Actual/360 0.02000% 0.02025% No GCFP
35 360 Actual/360 0.02000% 0.02025% No GCFP
36 360 Actual/360 0.02000% 0.02025% GCFP
36.01 No
36.02 No
37 0 Actual/360 0.02000% 0.02025% GCFP
37.01 No
37.02 No
37.03 No
37.04 No
37.05 No
37.06 No
38 0 Actual/360 0.02000% 0.02025% No GSMC
39 360 Actual/360 0.02000% 0.02025% GCFP
39.01 No
39.02 No
39.03 Yes
39.04 No
39.05 No
39.06 No
39.07 No
39.08 No
39.09 Yes
39.10 No
39.11 Yes
40 0 Actual/360 0.02000% 0.02000% 0.04025% No GSMC
41 0 Actual/360 0.02000% 0.02025% GCFP
41.01 No
41.02 No
41.03 No
41.04 No
41.05 No
42 0 Actual/360 0.02000% 0.02025% No GCFP
43 360 Actual/360 0.02000% 0.02025% No GCFP
44 0 Actual/360 0.02000% 0.02025% Yes GCFP
45 0 Actual/360 0.02000% 0.02025% GCFP
45.01 Xx
00.00 Xx
00 000 Xxxxxx/000 0.02000% 0.02025% No GCFP
47 360 Actual/360 0.02000% 0.02025% No GSMC
48 0 Actual/360 0.02000% 0.02025% No GSMC
49 360 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
50 360 Actual/360 0.02000% 0.02025% GCFP
50.01 No
50.02 No
50.03 No
50.04 No
50.05 No
50.06 No
51 659 Actual/360 0.02000% 0.02025% No GCFP
52 0 Actual/360 0.02000% 0.02025% No GCFP
53 0 Actual/360 0.02000% 0.02025% No GCFP
54 0 Actual/360 0.02000% 0.02025% No GCFP
55 0 Actual/360 0.02000% 0.02025% No GCFP
56 360 Actual/360 0.02000% 0.02025% No GCFP
57 360 Actual/360 0.02000% 0.02025% No GSMC
58 0 Actual/360 0.02000% 0.02025% No GSMC
59 0 Actual/360 0.02000% 0.02025% GCFP
59.01 No
59.02 No
59.03 No
59.04 No
60 0 Actual/360 0.02000% 0.02025% Yes GCFP
61 0 Actual/360 0.02000% 0.02025% No GSMC
62 296 Actual/360 0.02000% 0.02025% No GCFP
63 0 Actual/360 0.02000% 0.02025% No GCFP
64 360 Actual/360 0.02000% 0.02025% No GSMC
65 0 Actual/360 0.02000% 0.02025% No GCFP
66 0 Actual/360 0.02000% 0.02025% No GCFP
67 0 Actual/360 0.02000% 0.02025% No GCFP
68 0 Actual/360 0.01000% 0.01000% 0.02025% No GCFP
69 0 Actual/360 0.02000% 0.02025% No GSMC
70 358 Actual/360 0.02000% 0.02025% No GCFP
71 0 Actual/360 0.02000% 0.02025% No GCFP
72 0 Actual/360 0.02000% 0.02025% No GSMC
73 0 Actual/360 0.02000% 0.02025% No GCFP
74 0 Actual/360 0.02000% 0.02025% No GSMC
75 0 Actual/360 0.02000% 0.02025% No GSMC
76 0 Actual/360 0.02000% 0.02025% No GCFP
77 0 Actual/360 0.02000% 0.02025% No GCFP
78 0 Actual/360 0.02000% 0.02025% No GSMC
79 0 Actual/360 0.02000% 0.02025% No GSMC
80 360 Actual/360 0.02000% 0.02025% No GCFP
81 0 Actual/360 0.02000% 0.02000% 0.04025% Yes GSMC
82 0 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
83 360 Actual/360 0.02000% 0.02025% GCFP
83.01 No
83.02 No
83.03 No
83.04 No
84 360 Actual/360 0.02000% 0.02025% No GSMC
85 0 Actual/360 0.02000% 0.02025% No GCFP
86 0 Actual/360 0.02000% 0.02025% No GCFP
87 0 Actual/360 0.03000% 0.02000% 0.05025% No GCFP
88 357 Actual/360 0.02000% 0.02025% GCFP
88.01 No
88.02 No
88.03 No
88.04 No
88.05 No
88.06 No
88.07 No
88.08 No
88.09 No
88.10 No
88.11 No
88.12 No
88.13 No
88.14 No
88.15 No
88.16 No
88.17 No
88.18 No
88.19 No
88.20 No
88.21 No
88.22 No
88.23 No
88.24 No
88.25 No
88.26 No
88.27 No
88.28 No
88.29 No
88.30 No
88.31 No
88.32 No
88.33 No
88.34 No
88.35 No
88.36 No
88.37 No
88.38 No
88.39 No
88.40 No
88.41 No
88.42 No
88.43 No
88.44 No
88.45 No
88.46 No
88.47 No
88.48 No
89 360 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
90 0 Actual/360 0.02000% 0.02025% No GSMC
91 0 Actual/360 0.02000% 0.02025% No GSMC
92 0 Actual/360 0.02000% 0.02025% No GSMC
93 0 Actual/360 0.02000% 0.02025% No GSMC
94 0 Actual/360 0.01000% 0.02000% 0.03025% No GSMC
95 0 Actual/360 0.02000% 0.02025% No GSMC
95.01 No
95.02 No
95.03 No
95.04 No
96 0 Actual/360 0.02000% 0.02025% No GSMC
97 0 Actual/360 0.03000% 0.02000% 0.05025% No GSMC
98 0 Actual/360 0.02000% 0.02025% No GSMC
99 0 Actual/360 0.02000% 0.02025% No GSMC
100 360 Actual/360 0.02000% 0.02025% No GSMC
101 0 Actual/360 0.02000% 0.02025% No GCFP
102 360 Actual/360 0.02000% 0.02025% No GSMC
103 360 Actual/360 0.02000% 0.02025% GCFP
103.01 No
103.02 No
104 360 Actual/360 0.02000% 0.02025% No GCFP
105 0 Actual/360 0.03000% 0.02000% 0.05025% No GCFP
106 0 Actual/360 0.02000% 0.02025% No GCFP
107 297 Actual/360 0.02000% 0.02025% Yes GSMC
108 360 Actual/360 0.02000% 0.02025% No GCFP
109 0 Actual/360 0.02000% 0.02025% No GSMC
110 360 Actual/360 0.02000% 0.02025% No GSMC
111 360 Actual/360 0.02000% 0.02025% No GSMC
112 0 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
113 0 Actual/360 0.02000% 0.02025% No GCFP
114 0 Actual/360 0.02000% 0.02025% No GCFP
115 0 Actual/360 0.02000% 0.02025% No GCFP
116 0 Actual/360 0.02000% 0.02025% No GSMC
117 0 Actual/360 0.02000% 0.02000% 0.04025% No GSMC
118 0 Actual/360 0.02000% 0.02025% No GCFP
119 360 Actual/360 0.02000% 0.02025% No GCFP
120 0 Actual/360 0.02000% 0.02025% No GSMC
121 0 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
122 0 Actual/360 0.02000% 0.02025% No GCFP
123 352 Actual/360 0.02000% 0.02025% No GCFP
124 355 Actual/360 0.02000% 0.02025% No GCFP
125 360 Actual/360 0.02000% 0.02025% No GSMC
126 0 Actual/360 0.02000% 0.02025% No GSMC
127 0 Actual/360 0.02000% 0.02025% No GSMC
128 360 Actual/360 0.02000% 0.02025% GCFP
128.01 No
128.02 No
129 0 Actual/360 0.02000% 0.02025% No GSMC
130 0 Actual/360 0.02000% 0.02025% No GSMC
131 0 Actual/360 0.02000% 0.02025% No GSMC
132 360 Actual/360 0.02000% 0.02025% No GSMC
133 0 Actual/360 0.02000% 0.02025% No GSMC
134 296 Actual/360 0.02000% 0.02025% No GSMC
135 0 Actual/360 0.02000% 0.02025% No GSMC
136 360 Actual/360 0.02000% 0.02025% No GSMC
137 0 Actual/360 0.02000% 0.02025% No GCFP
138 360 Actual/360 0.02000% 0.02025% No GCFP
139 360 Actual/360 0.02000% 0.02025% No GCFP
140 360 Actual/360 0.02000% 0.02025% No GSMC
141 360 Actual/360 0.02000% 0.02025% No GCFP
142 0 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
143 357 Actual/360 0.02000% 0.02025% No GCFP
144 0 Actual/360 0.02000% 0.02025% No GCFP
145 360 Actual/360 0.02000% 0.02025% No GSMC
146 0 Actual/360 0.02000% 0.02025% No GSMC
147 358 Actual/360 0.02000% 0.02025% No GSMC
148 360 Actual/360 0.05000% 0.02000% 0.07025% Yes GSMC
149 360 Actual/360 0.02000% 0.02025% No GSMC
150 0 Actual/360 0.02000% 0.02025% No GSMC
151 0 Actual/360 0.02000% 0.02025% No GSMC
152 360 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
153 360 Actual/360 0.02000% 0.02025% No GSMC
154 360 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
154.01 No
154.02 No
154.03 No
155 360 Actual/360 0.02000% 0.02025% No GCFP
156 0 Actual/360 0.02000% 0.02025% No GCFP
157 0 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
158 360 Actual/360 0.02000% 0.02025% No GSMC
159 360 Actual/360 0.02000% 0.02025% No GCFP
160 360 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
161 360 Actual/360 0.02000% 0.02025% No GSMC
162 0 Actual/360 0.02000% 0.02025% No GSMC
163 0 Actual/360 0.02000% 0.02025% No GCFP
164 360 Actual/360 0.02000% 0.02025% No GSMC
165 360 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
166 0 Actual/360 0.02000% 0.02025% No GCFP
167 360 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
168 359 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
169 296 Actual/360 0.02000% 0.02025% No GCFP
170 360 Actual/360 0.02000% 0.02025% No GCFP
171 360 Actual/360 0.02000% 0.02025% No GSMC
172 360 Actual/360 0.02000% 0.02025% No GSMC
173 360 Actual/360 0.02000% 0.02025% No GSMC
174 360 Actual/360 0.02000% 0.02025% No GCFP
175 0 Actual/360 0.02000% 0.02025% No GCFP
176 356 Actual/360 0.02000% 0.02025% No GSMC
177 360 Actual/360 0.02000% 0.02025% No GCFP
178 360 Actual/360 0.02000% 0.02000% 0.04025% No GSMC
179 360 Actual/360 0.02000% 0.02025% No GCFP
180 360 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
181 360 Actual/360 0.02000% 0.02025% No GSMC
182 360 Actual/360 0.02000% 0.02025% No GCFP
183 0 Actual/360 0.02000% 0.02025% No GSMC
184 0 Actual/360 0.07000% 0.02000% 0.09025% No GSMC
185 0 Actual/360 0.02000% 0.02025% No GSMC
186 0 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
187 360 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
188 360 Actual/360 0.02000% 0.02025% No GCFP
189 0 Actual/360 0.02000% 0.02025% No GCFP
190 360 Actual/360 0.02000% 0.02025% No GCFP
191 360 Actual/360 0.02000% 0.02025% No GSMC
192 360 Actual/360 0.02000% 0.02025% No GCFP
193 360 Actual/360 0.02000% 0.02025% No GCFP
194 360 Actual/360 0.02000% 0.02025% No GCFP
195 354 Actual/360 0.02000% 0.02025% No GCFP
196 356 Actual/360 0.02000% 0.02025% No GSMC
197 360 Actual/360 0.02000% 0.02025% No GSMC
198 0 Actual/360 0.02000% 0.02025% No GSMC
199 360 Actual/360 0.02000% 0.02025% No GCFP
200 0 Actual/360 0.02000% 0.02025% No GSMC
201 0 Actual/360 0.02000% 0.02025% No GCFP
202 360 Actual/360 0.02000% 0.02025% No GCFP
Control
Number Prepayment Provision (1)
-------- ------------------------------------------------------------------------------------------------
1 Lockout/27_Defeasance/89_0%/4
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
2 Lockout/0_> Yield Maintenance or 1%/27_Defeasance or Greater of Yield Maintenance or 1%/86 _0%/7
3 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4
4 Lockout/29_Defeasance/87_0%/4
4.01
4.02
4.03
4.04
4.05
4.06
5 Lockout/25_Defeasance/91_0%/4
6 Lockout/26_Defeasance/89_0%/4
7 Lockout/29_Defeasance/87_0%/4
8 Lockout/24_Defeasance or Greater of Yield Maintenance or1%/92_0%/4
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4
10 Lockout/24_Defeasance/92_0%/4
11 Lockout/27_Defeasance/90_0%/3
12 Lockout/30_Defeasance/50_0%/4
13 Lockout/24_Defeasance/92_0%/4
14 Lockout/27_Defeasance/89_0%/4
15 Lockout/25_Defeasance/90_0%/5
16 Lockout/25_Defeasance/91_0%/4
17 Lockout/26_Defeasance/30_0%/4
18 Lockout/25_Defeasance/85_0%/10
19 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4
19.01
19.02
20 Lockout/24_Defeasance/92_0%/4
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
21 Lockout/28_Defeasance/86_0%/5
22 Lockout/28_Defeasance/89_0%/3
23 Lockout/25_Defeasance/91_0%/4
24 Lockout/25_Defeasance/32_0%/3
25 Lockout/30_Defeasance/87_0%/3
26 Lockout/26_Defeasance/90_0%/4
27 Lockout/27_Defeasance/26_0%/7
28 Lockout/27_ Defeasance or Greater of Yield Maintenance or 1%/14_0%/19
29 Lockout/24_Defeasance/92_0%/4
30 Lockout/24_Defeasance/92_0%/4
31 Lockout/26_Defeasance/30_0%/4
32 Lockout/25_Defeasance/88_0%/7
33 Lockout/26_Defeasance/90_0%/4
34 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/30_0%/4
35 Lockout/29_Defeasance/88_0%/3
36 Lockout/29_Defeasance/87_0%/4
36.01
36.02
37 Lockout/25_Defeasance/31_0%/4
37.01
37.02
37.03
37.04
37.05
37.06
38 Lockout/25_Defeasance/91_0%/4
39 Lockout/24_Defeasance/33_0%/3
39.01
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11
40 Lockout/25_Defeasance/91_0%/4
41 Lockout/26_Defeasance/9_0%/25
41.01
41.02
41.03
41.04
41.05
42 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4
43 Lockout/24_> Yield Maintenance or 1%/92_0%/4
44 Lockout/0_> Yield Maintenance or 1%/56_0%/4
45 Lockout/26_Defeasance/90_0%/4
45.01
45.02
46 Lockout/27_Defeasance/89_0%/4
47 Lockout/26_Defeasance/90_0%/4
48 Lockout/25_Defeasance or Greater of Yield Maintenance or 1%/88_0%/7
49 Lockout/26_Defeasance/90_0%/4
50 Lockout/25_Defeasance/91_0%/4
50.01
50.02
50.03
50.04
50.05
50.06
51 Lockout/29_Defeasance/87_0%/4
52 Lockout/25_Defeasance/32_0%/3
53 Lockout/26_Defeasance/90_0%/4
54 Lockout/30_Defeasance/27_0%/3
55 Lockout/27_Defeasance/89_0%/4
56 Lockout/26_Defeasance/90_0%/4
57 Lockout/26_Defeasance/90_0%/4
58 Lockout/11_>Yield Maintenance or 1%/24_0%/25
59 Lockout/26_Defeasance/90_0%/4
59.01
59.02
59.03
59.04
60 Lockout/28_Defeasance/88_0%/4
61 Lockout/27_Defeasance/89_0%/4
62 Lockout/28_Defeasance/88_0%/4
63 Lockout/26_Defeasance/90_0%/4
64 Lockout/27_Defeasance/89_0%/4
65 Lockout/23_> Yield Maintenance or 1%/57_0%/4
66 Lockout/23_> Yield Maintenance or 1%/93_0%/4
67 Lockout/28_ Defeasance or Greater of Yield Maintenance or 1%/43_0%/13
68 Lockout/28_Defeasance/88_0%/4
69 Lockout/26_Defeasance/90_0%/4
70 Lockout/26_Defeasance/90_0%/4
71 Lockout/29_Defeasance/30_0%/7
72 Lockout/25_Defeasance/55_0%/4
73 Lockout/29_Defeasance/87_0%/4
74 Lockout/25_Defeasance/91_0%/4
75 Lockout/25_Defeasance/91_0%/4
76 Lockout/30_Defeasance/87_0%/3
77 Lockout/29_Defeasance/87_0%/4
78 Lockout/27_Defeasance/53_0%/4
79 Lockout/27_Defeasance/89_0%/4
80 Lockout/29_Defeasance/91_0%/1
81 Lockout/25_Defeasance/91_0%/4
82 Lockout/26_Defeasance/90_0%/4
83 Lockout/27_Defeasance/89_0%/4
83.01
83.02
83.03
83.04
84 Lockout/26_Defeasance/90_0%/4
85 Lockout/29_Defeasance/87_0%/4
86 Lockout/26_Defeasance/9_0%/25
87 Lockout/26_Defeasance/90_0%/4
88 Lockout/27_Defeasance/90_0%/3
88.01
88.02
88.03
88.04
88.05
88.06
88.07
88.08
88.09
88.10
88.11
88.12
88.13
88.14
88.15
88.16
88.17
88.18
88.19
88.20
88.21
88.22
88.23
88.24
88.25
88.26
88.27
88.28
88.29
88.30
88.31
88.32
88.33
88.34
88.35
88.36
88.37
88.38
88.39
88.40
88.41
88.42
88.43
88.44
88.45
88.46
88.47
88.48
89 Lockout/29_Defeasance/87_0%/4
90 Lockout/26_Defeasance/90_0%/4
91 Lockout/26_Defeasance/90_0%/4
92 Lockout/26_Defeasance/90_0%/4
93 Lockout/27_Defeasance/89_0%/4
94 Lockout/25_Defeasance/31_0%/4
95 Lockout/25_Defeasance/91_0%/4
95.01
95.02
95.03
95.04
96 Lockout/25_Defeasance/91_0%/4
97 Lockout/26_>Yield Maintenance or 1%/90_0%/4
98 Lockout/26_Defeasance/102_0%/4
99 Lockout/25_Defeasance/91_0%/4
100 Lockout/28_Defeasance/88_0%/4
101 Lockout/27_Defeasance/90_0%/3
102 Lockout/27_Defeasance/89_0%/4
103 Lockout/26_Defeasance/90_0%/4
103.01
103.02
104 Lockout/25_Defeasance/92_0%/3
105 Lockout/28_Defeasance/88_0%/4
106 Lockout/25_Defeasance/32_0%/3
107 Lockout/27_Defeasance/89_0%/4
108 Lockout/26_Defeasance/90_0%/4
109 Lockout/25_Defeasance/91_0%/4
110 Lockout/23_>Yield Maintenance or 1%/93_0%/4
111 Lockout/23_>Yield Maintenance or 1%/93_0%/4
112 Lockout/25_Defeasance/91_0%/4
113 Lockout/25_Defeasance/92_0%/3
114 Lockout/26_Defeasance/31_0%/3
115 Lockout/23_> Yield Maintenance or 1%/57_0%/4
116 Lockout/26_Defeasance/90_0%/4
117 Lockout/28_Defeasance or Greater of Yield Maintenance or 1%/88_0%/4
118 Lockout/25_Defeasance/92_0%/3
119 Lockout/25_Defeasance/91_0%/4
120 Lockout/27_Defeasance/53_0%/4
121 Lockout/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4
122 Lockout/27_Defeasance/29_0%/4
123 Lockout/32_Defeasance/21_0%/7
124 Lockout/29_Defeasance/48_0%/7
125 Lockout/25_Defeasance/91_0%/4
126 Lockout/26_Defeasance/54_0%/4
127 Lockout/26_Defeasance/90_0%/4
128 Lockout/26_Defeasance/90_0%/4
128.01
128.02
129 Lockout/27_Defeasance/89_0%/4
130 Lockout/26_Defeasance/90_0%/4
131 Lockout/25_Defeasance/91_0%/4
132 Lockout/27_Defeasance/89_0%/4
133 Lockout/28_Defeasance/88_0%/4
134 Lockout/28_Defeasance/88_0%/4
135 Lockout/28_Defeasance/88_0%/4
136 Lockout/26_Defeasance/90_0%/4
137 Lockout/27_Defeasance/89_0%/4
138 Lockout/27_Defeasance/89_0%/4
139 Lockout/27_Defeasance/89_0%/4
140 Lockout/27_Defeasance/89_0%/4
141 Lockout/5_> Yield Maintenance or 1%/22_ Defeasance or Greater of Yield Maintenance or 1%/29_0%/4
142 Lockout/27_Defeasance/89_0%/4
143 Lockout/27_Defeasance/89_0%/4
144 Lockout/29_Defeasance/88_0%/3
145 Lockout/27_Defeasance/87_0%/4
146 Lockout/27_Defeasance/89_0%/4
147 Lockout/26_Defeasance/87_0%/7
148 Lockout/28_Defeasance/88_0%/4
149 Lockout/27_Defeasance or Greater of Yield Maintenance or 1%/89_0%/4
150 Lockout/27_Defeasance/29_0%/4
151 Lockout/27_Defeasance/29_0%/4
152 Lockout/25_Defeasance/91_0%/4
153 Lockout/28_Defeasance/88_0%/4
154 Lockout/28_Defeasance/88_0%/4
154.01
154.02
154.03
155 Lockout/29_Defeasance/86_0%/5
156 Lockout/28_Defeasance/28_0%/4
157 Lockout/28_Defeasance or Greater of Yield Maintenance or 1%/88_0%/4
158 Lockout/26_Defeasance/90_0%/4
159 Lockout/27_Defeasance/90_0%/3
160 Lockout/25_Defeasance/91_0%/4
161 Lockout/25_Defeasance/91_0%/4
162 Lockout/25_Defeasance/91_0%/4
163 Lockout/27_Defeasance/89_0%/4
164 Lockout/28_Defeasance/88_0%/4
165 Lockout/26_Defeasance/90_0%/4
166 Lockout/25_Defeasance/91_0%/4
167 Lockout/28_Defeasance/88_0%/4
168 Lockout/25_Defeasance/91_0%/4
169 Lockout/28_Defeasance/88_0%/4
170 Lockout/27_Defeasance/90_0%/3
171 Lockout/27_Defeasance/89_0%/4
172 Lockout/25_Defeasance/91_0%/4
173 Lockout/25_Defeasance/91_0%/4
174 Lockout/29_Defeasance/91_0%/1
175 Lockout/11_> Yield Maintenance or 1%/45_0%/4
176 Lockout/28_Defeasance/88_0%/4
177 Lockout/25_Defeasance/91_0%/4
178 Lockout/27_Defeasance/89_0%/4
179 Lockout/26_Defeasance/91_0%/3
180 Lockout/26_Defeasance/90_0%/4
181 Lockout/26_Defeasance/90_0%/4
182 Lockout/27_Defeasance/89_0%/4
183 Lockout/26_Defeasance/90_0%/4
184 Lockout/25_>Yield Maintenance or 1%/91_0%/4
185 Lockout/25_Defeasance/91_0%/4
186 Lockout/27_Defeasance or Greater of Yield Maintenance or 1%/89_0%/4
187 Lockout/27_Defeasance or Greater of Yield Maintenance or 1%/89_0%/4
188 Lockout/27_Defeasance/89_0%/4
189 Lockout/26_Defeasance/90_0%/4
190 Lockout/59_> Yield Maintenance or 1%/57_0%/4
191 Lockout/27_Defeasance/89_0%/4
192 Lockout/27_Defeasance/89_0%/4
193 Lockout/24_Defeasance/92_0%/4
194 Lockout/26_Defeasance/91_0%/3
195 Lockout/59_> Yield Maintenance or 1%/57_0%/4
196 Lockout/28_Defeasance/88_0%/4
197 Lockout/25_Defeasance/91_0%/4
198 Lockout/26_Defeasance/90_0%/4
199 Lockout/59_> Yield Maintenance or 1%/57_0%/4
200 Lockout/28_Defeasance/88_0%/4
201 Lockout/23_> Yield Maintenance or 1%/33_0%/4
202 Lockout/59_> Yield Maintenance or 1%/57_0%/4
Companion Loan
Crossed With Companion Loan Remaining
Control Other Loans Companion Loan Companion Loan Monthly Companion Loan Term To
Number (Crossed Group) Flag Cut-off Balance Payment Interest Rate Maturity (Mos.)
-------- --------------- -------------- --------------- -------------- -------------- ---------------
1
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
2
3
4
4.01
4.02
4.03
4.04
4.05
4.06
5
6
7
8
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9
10
11
12
13
14
15
16
17
18 Yes 290,000,000.00 1,388,173.61 5.65000% 119
19
19.01
19.02
20
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
21
22
23
24
25
26
27
28
29 Group A
30 Group A
31
32
33
34
35 Group B
36 Group B
36.01
36.02
37
37.01
37.02
37.03
37.04
37.05
37.06
38
39
39.01
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11
40
41
41.01
41.02
41.03
41.04
41.05
42
43
44
45
45.01
45.02
46
47
48
49
50
50.01
50.02
50.03
50.04
50.05
50.06
51
52
53
54
55
56
57
58
59
59.01
59.02
59.03
59.04
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
83.01
83.02
83.03
83.04
84
85
86
87
88
88.01
88.02
88.03
88.04
88.05
88.06
88.07
88.08
88.09
88.10
88.11
88.12
88.13
88.14
88.15
88.16
88.17
88.18
88.19
88.20
88.21
88.22
88.23
88.24
88.25
88.26
88.27
88.28
88.29
88.30
88.31
88.32
88.33
88.34
88.35
88.36
88.37
88.38
88.39
88.40
88.41
88.42
88.43
88.44
88.45
88.46
88.47
88.48
89
90
91
92
93
94
95
95.01
95.02
95.03
95.04
96
97
98
99
100
101
102
103
103.01
103.02
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
128.01
128.02
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150 Group C
151 Group C
152
153
154
154.01
154.02
154.03
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
Remaining Companion Loan Subordinate Subordinate
Control Amortization Term Servicing Companion Loan Companion Loan
Number (Mos.) Fees Flag Cut-off Balance
-------- ----------------- -------------- -------------- ---------------
1
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
2
3
4
4.01
4.02
4.03
4.04
4.05
4.06
5
6
7
8
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9 Yes 35,000,000.00
10
11
12
13
14 Yes 10,000,000.00
15
16
17
18 0 0.01000%
19 Yes 6,500,000.00
19.01
19.02
20
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
21
22
23
24 Yes 7,900,000.00
25 Yes 30,000,000.00
26
27
28
29
30
31
32
33 Yes 10,350,000.00
34
35 Yes 8,810,572.69
36 Yes 6,189,427.31
36.01
36.02
37
37.01
37.02
37.03
37.04
37.05
37.06
38
39
39.01
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11
40
41
41.01
41.02
41.03
41.04
41.05
42
43 Yes 5,000,000.00
44
45
45.01
45.02
46
47
48
49 Yes 10,000,000.00
50
50.01
50.02
50.03
50.04
50.05
50.06
51
52 Yes 1,510,000.00
53
54
55
56
57
58
59
59.01
59.02
59.03
59.04
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
83.01
83.02
83.03
83.04
84
85
86
87
88
88.01
88.02
88.03
88.04
88.05
88.06
88.07
88.08
88.09
88.10
88.11
88.12
88.13
88.14
88.15
88.16
88.17
88.18
88.19
88.20
88.21
88.22
88.23
88.24
88.25
88.26
88.27
88.28
88.29
88.30
88.31
88.32
88.33
88.34
88.35
88.36
88.37
88.38
88.39
88.40
88.41
88.42
88.43
88.44
88.45
88.46
88.47
88.48
89
90
91
92
93
94
95
95.01
95.02
95.03
95.04
96
97
98
99
100
101
102
103
103.01
103.02
104
105
106
107
108
109
110
111
112
113 Yes 840,000.00
114
115
116 Yes 3,000,000.00
117
118
119
120
121
122
123
124
125
126
127
128
128.01
128.02
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152 Yes 455,000.00
153
154 Yes 402,500.00
154.01
154.02
154.03
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171 Yes 300,000.00
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
Subordinate Subordinate Companion
Subordinate Subordinate Companion Loan Loan Remaining
Control Companion Loan Companion Loan Remaining Term To Amortization Term
Number Monthly Payment Interest Rate Maturity (Mos.) (Mos.)
-------- -------------------------------- -------------- ----------------- ---------------------
1
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
2
3
4
4.01
4.02
4.03
4.04
4.05
4.06
5
6
7
8
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9 187,118.35 6.31031% 118 0
10
11
12
13
14 49,960.69 5.89700% 117 0
15
16
17
18
19 49,752.21 9.03445% 118 0
19.01
19.02
20
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
21
22
23
24 40,104.79 5.99200% 59 0
25 152,169.58 5.98700% 114 0
26
27
28
29
30
31
32
33 54,619.97 6.24600% 118 0
34
35 Custom Amort Schedule - See Note 2.40868% 115 360
36 Custom Amort Schedule - See Note 2.49186% 115 360
36.01
36.02
37
37.01
37.02
37.03
37.04
37.05
37.06
38
39
39.01
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11
40
41
41.01
41.02
41.03
41.04
41.05
42
43 32,230.74 6.69000% 115 360
44
45
45.01
45.02
46
47
48
49 59,377.65 5.91000% 118 360
50
50.01
50.02
50.03
50.04
50.05
50.06
51
52 7,666.88 5.99300% 59 0
53
54
55
56
57
58
59
59.01
59.02
59.03
59.04
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
83.01
83.02
83.03
83.04
84
85
86
87
88
88.01
88.02
88.03
88.04
88.05
88.06
88.07
88.08
88.09
88.10
88.11
88.12
88.13
88.14
88.15
88.16
88.17
88.18
88.19
88.20
88.21
88.22
88.23
88.24
88.25
88.26
88.27
88.28
88.29
88.30
88.31
88.32
88.33
88.34
88.35
88.36
88.37
88.38
88.39
88.40
88.41
88.42
88.43
88.44
88.45
88.46
88.47
88.48
89
90
91
92
93
94
95
95.01
95.02
95.03
95.04
96
97
98
99
100
101
102
103
103.01
103.02
104
105
106
107
108
109
110
111
112
113 4,305.58 6.05000% 119 0
114
115
116 14,512.92 5.71000% 118 0
117
118
119
120
121
122
123
124
125
126
127
128
128.01
128.02
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152 5,122.27 13.25000% 119 360
153
154 4,373.94 12.75000% 116 360
154.01
154.02
154.03
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171 3,377.32 13.25000% 117 360
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
Subordinate
Companion Loan
Control Servicing
Number Fees
-------- -----------------------------------------------------------------------
1
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
2
3
4
4.01
4.02
4.03
4.04
4.05
4.06
5
6
7
8
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9 0.01000%
10
11
12
13
14 0.01000%
15
16
17
18
19 0.01000%
19.01
19.02
20
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
21
22
23
24 0.01000%
25 0.01000%
26
27
28
29
30
31
32
33 0.01000%
34
35 0.01000%
36 0.01000%
36.01
36.02
37
37.01
37.02
37.03
37.04
37.05
37.06
38
39
39.01
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11
40
41
41.01
41.02
41.03
41.04
41.05
42
43 0.01000%
44
45
45.01
45.02
46
47
48
49 0.04000%
50
50.01
50.02
50.03
50.04
50.05
50.06
51
52 0.01000%
53
54
55
56
57
58
59
59.01
59.02
59.03
59.04
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
83.01
83.02
83.03
83.04
84
85
86
87
88
88.01
88.02
88.03
88.04
88.05
88.06
88.07
88.08
88.09
88.10
88.11
88.12
88.13
88.14
88.15
88.16
88.17
88.18
88.19
88.20
88.21
88.22
88.23
88.24
88.25
88.26
88.27
88.28
88.29
88.30
88.31
88.32
88.33
88.34
88.35
88.36
88.37
88.38
88.39
88.40
88.41
88.42
88.43
88.44
88.45
88.46
88.47
88.48
89
90
91
92
93
94
95
95.01
95.02
95.03
95.04
96
97
98
99
100
101
102
103
103.01
103.02
104
105
106
107
108
109
110
111
112
113 0.01000%
114
115
116 0.01000%
117
118
119
120
121
122
123
124
125
126
127
128
128.01
128.02
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152 Currently 8bp and 5bp upon Securitization of Subordinate Companion Loan
153
154 Currently 8bp and 5bp upon Securitization of Subordinate Companion Loan
154.01
154.02
154.03
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171 Currently 8bp and 5bp upon Securitization of Subordinate Companion Loan
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
1 The Open Period is inclusive of the Maturity Date.
2 Loan documents provide for defeasance of the mortgage loan at times during
the yield maintenance period (subject to standard REMIC lockout and
procedural guidelines).
3 Base Rental Revenue based on the average ground rent payments from years
11-20. The current DSCR based on the current rent payment of $9,000,000
per annum is 0.86x.
4 For the purpose of calculating underwritten debt service coverage ratios,
loan-to-value ratios and loan per square foot/unit, the cut-off date
principal balance for each mortgage loan in a split loan structure
excludes the cut-off date principal balance of any subordinate mortgage
loan in that split loan structure.
5 The property has commercial tenants in occupancy, with the rent counting
towards the NCF of the property.
6 The Cut-Off Date LTV was calculated using the March 2009 expected
"as-stabilized" value of $202,000,000. The Cut-Off Date LTV based on the
"as-is" value of $175 million and $30.543 million of reserves is 74.0%.
7 The Cut-Off Date LTV and DSCR figures for these loans are net of the
earnout amount. The Scheduled Maturity Date LTV is calculated utilizing
the stabilized appraised value as applicable.
8 The Cut-Off Date LTV was calculated using the May 2009 expected
"as-stabilized" value of $152,000,000. The Cut-Off Date LTV based on the
"as-is" value of $137 million is 94.5%.
9 Interest rate equals 5.405% from closing through June 5, 2009; 5.770%
through June 5, 2010; 5.960% through June 5, 2012; 6.240% through June 5,
2013; 6.910% thereafter. Debt Service shown and DSCR calculations are
based on the first 12 months of debt service following the cut-off date
calculated using an interest rate of 5.405%. The debt service coverages
ratio based on the highest interest rate payable under the mortgage loan
is 0.92x.
10 For the purpose of calculating underwritten debt service coverage ratios,
loan-to-value ratios and loan per square foot/unit, the cut-off date
principal balance for Xxxxxxxx Xxxxx includes the cut-off date principal
balance of the pari passu mortgage loan in the trust plus the cut-off date
principal balance of the pari passu mortgage that is not in the trust.
11 Amortization is based on a custom amortization schedule. Debt Service
shown and DSCR calculations are based on the first 12 months of debt
service following the cut-off date.
12 The mortgage loan documents provide, in the case of a permitted partial
release of a portion of the mortgaged property, that the mortgage loan be
partially defeased in the amount of $4,320,000, which partial defeasance
(and corresponding partial release) may occur prior to the otherwise
applicable lockout period.
13 Amortization is based on a custom amortization schedule. Debt Service
shown and DSCR calculations are based on the first 12 months of debt
service following the interest-only period.
14 The mortgage loan documents provide, in the case of a permitted partial
release of a portion of the mortgaged property, that the mortgage loan be
partially prepaid in the amount of not less than 115% of the allocated
loan amount for the release parcel, which partial prepayment (and
corresponding partial release) may occur prior to the otherwise applicable
lockout period.
15 The DSCRs and LTV were calculated based on the total crossed balance.
16 $30,000,000 of the loan balance is interest-only and the remaining
$2,000,000 amortizes on a 300-month schedule.
17 Republic Mortgage Insurance Company has a signed lease, but they will not
start paying rent until June 2008. A cash reserve of $2.9 million and a
$2.5 million letter of credit were established at the closing of the
mortgage loan as additional security and to pay the monthly debt service
until June 2008 when RMIC's lease is expected to commence. Monthly
payments in the amount of $166,000 will be withdrawn from cash reserve to
pay the monthly debt service on the mortgage loan until June 2008, and
those payments were counted in the net cash flow from the related
mortgaged property upon which the DSCR was calculated.
18 If the borrower makes the monthly payment through the Automated Clearing
House Network, lender shall provide borrower with two days prior written
notice prior to assessing any late fee.
19 The Cut-Off Date LTV was calculated using the July 28, 2007 expected
"as-stabilized" value of $19,500,000. The Cut-Off Date LTV based on the
"as-is" value of $17.6 million is 85.2%.
20 If the borrower makes the monthly payment through the Automated Clearing
House Network, 24 hours notice is required for non-receipt of payment,
upon which the borrower will have until the 9th day of the month before a
Grace Period - Default occurs. Lender is required to give notice up to two
times within a 12 month period, after the second notice, lender is no
longer obligated to provide notice of a late payment.
EXHIBIT B-1
TENANTS-IN-COMMON LOAN SCHEDULE
Cut-Off
Loan Date Timing & Notice Approval of
Number Loan Name Balance Sponsor Name Requirement New Borrower
---------------------------------------------------------------------------------------------------------------------------------
07-0180 The Pennsylvania 12,000,000 Real Estate Value 4/26/2008 deadline for At Lender's
Business Center Advisors, LLC closings. Not less Discretion
than 30 days notice
required prior to
scheduled transfers
07-0179 The Fairview 11,300,000 Real Estate Value 4/26/2008 deadline for At Lender's
Industrial Park Advisors, LLC closings. Not less Discretion
than 30 days notice
required prior to
scheduled transfers
Continued Sponsor
Loan Sponsor New Borrower New Guarantor Release on General
Number Control Requirement Debt Liability Requirement Guaranty Pre-Conditions
---------------------------------------------------------------------------------------------------------------------------------
07-0180 Yes Joint & Several Sponsor(s) or Sponsor(s) or (I) No Event of Default;
principal(s) of new principal(s) of new (ii) No change in control;
TIC LLC to sign new TIC LLC to sign new (iii) No material adverse
Exceptions to Exceptions to change in financial
Non-Recourse Non-Recourse condition
Guaranty Guaranty
07-0179 Yes Joint & Several Sponsor(s) or Sponsor(s) or (I) No Event of Default;
principal(s) of new principal(s) of new (ii) No change in control;
TIC LLC to sign new TIC LLC to sign new (iii) No material adverse
Exceptions to Exceptions to change in financial
Non-Recourse Non-Recourse condition
Guaranty Guaranty
Total
Loan Borrowers Required Closing & Opinions
Number Permitted Assumption Documents Required
-------------------------------------------------------------------------------------------------------------
07-0180 20 Each TIC together with its sponsor or Due formation and
principal shall be subject to a credit organization, and
review similar to that which is enforceability
undertaken by Lender for an intial
borrower in contemplation for financing
and the credit history and financial
condition of each TIC and its related
sponsor or principal shall be aproved by
Lender in its sole discretion.
07-0179 25 Each TIC together with its sponsor or Due formation and
principal shall be subject to a credit organization, and
review similar to that which is enforceability
undertaken by Lender for an intial
borrower in contemplation for financing
and the credit history and financial
condition of each TIC and its related
sponsor or principal shall be aproved by
Lender in its sole discretion.
Title
Loan Assumption/ SPE Down-Date
Number Application Fees Requirement Endorsement
---------------------------------------------------------------------------------------------------
07-0180 $2500 per transfer through All TIC LLCs must be Required
July 26, 2007 and $7500 per Delaware SPEs; all
transfer thereafter. organization
documents to be
approved by Lender
07-0179 $2500 per transfer through All TIC LLCs must be Required
July 26, 2007 and $7500 per Delaware SPEs; all
transfer thereafter. organization
documents to be
approved by Lender
----------------------------------------------------------------------------------------------------------------------------------
TIC SYNDICATOR Loan Seller Loan Number RE COUNSEL Property Name
----------------------------------------------------------------------------------------------------------------------------------
Real Estate Value Advisors, LLC GCFP 07-0180 Xxxxx Xxxxx The Pennsylvania Business Center
Real Estate Value Advisors, LLC GCFP 07-0179 Xxxxx Xxxxx The Fairview Industrial Park
----------------------------------------------------------------------------------------------------------------------------------
Cut-Off Date Tenants-In- Maximum # Fully
Loan Number Balance % of Pool Group # SPONSOR Common (Y/N)? of members Syndicated?
----------------------------------------------------------------------------------------------------------------------------------
07-0180 $12,000,000.00 Real Estate Value Advisors, LLC Yes 20 No
07-0179 $11,300,000.00 Real Estate Value Advisors, LLC Yes 25 No
EXHIBIT C-1
FORM OF TRANSFEREE AFFIDAVIT
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
_______________________, being first duly sworn, deposes and says:
1. That he/she is the ____________ of ___________________________
(the "Purchaser"), a ____________ duly organized and existing under the laws of
the State of __________, on behalf of which he makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is
____________.
3. That the Purchaser of the GS Mortgage Securities Trust 2007-GG10,
Commercial Mortgage Pass-Through Certificates, Series 2007-GG10, Class [R] [LR]
(the "Class [R] [LR] Certificate") is a Permitted Transferee (as defined in
Article I of the Pooling and Servicing Agreement, dated as of July 1, 2007 (the
"Pooling and Servicing Agreement"), by and among GS Mortgage Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, and Xxxxx Fargo
Bank, N.A., as Trustee or is acquiring the Class [R] [LR] Certificate for the
account of, or as agent (including as a broker, nominee, or other middleman)
for, a Permitted Transferee and has received from such person or entity an
affidavit substantially in the form of this affidavit.
4. That 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] [LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class [R] [LR] Certificate in excess of any cash flow
generated by the Class [R] [LR] Certificate.
6. That the Purchaser will not transfer the Class [R] [LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit or as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3,
paragraph 4, paragraph 7 or paragraph 11 hereof are not satisfied or that the
Purchaser has reason to know does not satisfy the requirements set forth in such
paragraphs.
7. That the Purchaser is not a Disqualified Non-U.S. Person and is
not purchasing the Class [R] [LR] Certificate for the account of, or as an agent
(including as a broker, nominee or other middleman) for, a Disqualified Non-U.S.
Person.
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [R] [LR] Certificate to such a "disqualified
organization," an agent thereof, or a person that does not satisfy the
requirements of paragraph 4 and paragraph 7 hereof.
9. That, if a "tax matters person" is required to be designated with
respect to the [Upper-Tier REMIC] [Lower-Tier REMIC], the Purchaser agrees to
act as "tax matters person" and to perform the functions of "tax matters person"
of the [Upper-Tier REMIC] [Lower-Tier REMIC] pursuant to Section 4.04 of the
Pooling and Servicing Agreement, and agrees to the irrevocable designation of
the Trustee as the Purchaser's agent in performing the function of "tax matters
person."
10. The Purchaser agrees to be bound by and to abide by the
provisions of Section 5.02 of the Pooling and Servicing Agreement concerning
registration of the transfer and exchange of the Class [R] [LR] Certificate.
11. That the Transferee will not cause income from the Class [R][LR]
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other U.S. Person.
12. Check one of the following:
[_] That the present value of the anticipated tax liabilities
associated with holding the Class [R] [LR] Certificate does not exceed the sum
of:
(i) the present value of any consideration given to the Transferee
to acquire such Class [R][LR] Certificate;
(ii) the present value of the expected future distributions on such
Class [R] [LR] Certificate; and
(iii) the present value of the anticipated tax savings associated
with holding such Class [R] [LR] Certificate as the related
REMIC generates losses.
For purposes of this calculation, (i) the Transferee 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 Transferee 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 Transferee.
[_] That the transfer of the Class [R] [LR] Certificate complies
with U.S. Treasury Regulations Sections 1.860G-1(c)(5) and (6) and, accordingly,
(i) the Transferee is an "eligible corporation," as defined in
U.S. Treasury Regulations Sections 1.860E-1(c)(6)(i), as to
which income from Class [R] [LR] Certificate will only be
taxed in the United States;
(ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the year of the
transfer, the Transferee had gross assets for financial
reporting purposes (excluding any obligation of a person
related to the Transferee within the meaning of U.S. Treasury
Regulation Section 1.860E-1(c)(6)(ii)) in excess of $100
million and net assets in excess of $10 million;
(iii) the Transferee will transfer the Class [R] [LR] Certificate
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 U.S. Treasury
Regulations Sections 1.860G-1(c)(4)(i), (ii) and (iii) and
1.860E-1(c)(5); and
(iv) the Transferee determined the consideration paid to it to
acquire the Class [R] [LR] Certificate 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.
Capitalized terms used but not defined herein have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf by its _______________ this ___ day of ________, 2007.
[Purchaser]
By:
------------------------------
Name:
Title:
Dated:
The above-named ___________________ personally appeared before me
and is known or proved to me to be the same person who executed the foregoing
instrument and to be the ____________ of the Purchaser, and acknowledged to me
that he/she executed the same as his/her free act and deed and the free act and
deed of the Purchaser.
Subscribed and sworn before me this __ day of ____________, 2007.
NOTARY PUBLIC
COUNTY OF
STATE OF [ ]
My commission expires the __ day of
_______________, ____.
EXHIBIT C-2
FORM OF TRANSFEROR LETTER
[Date]
[CERTIFICATE REGISTRAR]
Re: GS Mortgage Securities Trust 2007-GG10, Commercial Mortgage
Pass-Through Certificates, Series 2007-GG10
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraphs 4, 7 and 11 thereof is not
true.
Very truly yours,
EXHIBIT D-1
FORM OF INVESTMENT REPRESENTATION LETTER
Xxxxx Fargo Bank, N.A.
as Trustee and Certificate Registrar
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS) GS Mortgage Securities Trust
2007-GG10, Commercial Mortgage Pass-Through Certificates Series 2007-GG10
GS Mortgage Securities Corporation II
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx
Xxxxx Xxxxxxxxxx
Re: Transfer of GS Mortgage Securities Trust 2007-GG10, Commercial
Mortgage Pass-Through Certificates, Series 2007-GG10, Class [____]
Ladies and Gentlemen:
In connection with the purchase by the undersigned (the "Purchaser")
of $__________ [Certificate Principal Amount] [Notional Amount] of Class [_____]
Certificates the ("Certificate"), the Purchaser hereby represents and agrees as
follows (capitalized terms used but not defined herein shall have the meanings
given them in the Pooling and Servicing Agreement, dated as of July 1, 2007 (the
"Pooling and Servicing Agreement"), by and among GS Mortgage Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, and Xxxxx Fargo
Bank, N.A., as Trustee:
1. [For Institutional Accredited Investors only (Class X, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q
and Class S only)] The Purchaser is an institutional "accredited investor" (an
entity meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the Securities Act of 1933, as amended (the "Securities Act")) and has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of its investment in the Certificate, and the
Purchaser and any accounts for which it is acting are each able to bear the
economic risk of such investment. The Purchaser is acquiring the Certificate
purchased by it for its own account or for one or more accounts (each of which
qualifies as an "accredited investor") as to each of which the Purchaser
exercises sole investment discretion. The Purchaser hereby undertakes to
reimburse the trust created pursuant to the Pooling and Servicing Agreement (the
"Trust") for any costs incurred by it in connection with this transfer.
[For Qualified Institutional Buyers only] The Purchaser is a
"qualified institutional buyer" within the meaning of Rule 144A ("Rule 144A")
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
and the Purchaser has had the opportunity to obtain the information required to
be provided pursuant to paragraph (d)(4)(i) of Rule 144A.
2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account or (b) for resale to (i) "qualified
institutional buyers" in transactions meeting the requirements of Rule 144A,
(ii) pursuant to an exemption from the registration requirements of the
Securities Act provided by Rule 144 under the Securities Act (if available),
(iii) in an offshore transaction in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act, or (iv) to institutional "accredited
investors" meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of
Regulation D promulgated under the Securities Act, if the Purchaser is a
"qualified institutional buyer," or purchased from a "qualified institutional
buyer," subject in the case of this clause (iv) to (a) the receipt by the
Certificate Registrar of a letter substantially in the form hereof, (b) the
receipt by the Certificate Registrar of an opinion of counsel acceptable to the
Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the Securities Act, and (c) a written undertaking to reimburse
the Trust for any costs incurred by it in connection with the proposed transfer.
The Purchaser understands that the Certificate (and any subsequent Individual
Certificate) has not been registered under the Securities Act, by reason of a
specified exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the Purchaser's
investment intent (or intent to resell to only certain investors in certain
exempted transactions) as expressed herein.
3. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the Securities Act or the securities laws of any State or any
other jurisdiction, and that the Certificate cannot be resold unless it is
registered or qualified thereunder or unless an exemption from such registration
or qualification is available.
4. The Purchaser has reviewed the Offering Circular dated June 21,
2007, relating to the Certificates (the "Offering Circular") and the agreements
and other materials referred to therein and has had the opportunity to ask
questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Offering Circular.
5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
an Individual Certificate or Certificates, as the case may be (each, a
"Certificateholder"), in all respects as if it were a signatory thereto. This
undertaking is made for the benefit of the Trust, the Certificate Registrar and
all Certificateholders present and future.
6. The Purchaser will not sell or otherwise transfer any portion of
the Certificate, except in compliance with Section 5.02 of the Pooling and
Servicing Agreement.
7. Check one of the following:
[_] The Purchaser is a "U.S. Person" and it has attached
hereto an Internal Revenue Service ("IRS") Form W-9 (or
successor form).
[_] The Purchaser is not a "U.S. Person" and under
applicable law in effect on the date hereof, no taxes
will be required to be withheld by the Certificate
Registrar (or its agent) with respect to distributions
to be made on the Certificate(s). The Purchaser has
attached hereto [(i) two duly executed copies of IRS
Form W-8BEN (or successor form), which identifies such
Purchaser as the beneficial owner of the Certificate(s)
and states that such Purchaser is not a U.S. Person,
(ii) a duly executed IRS Form W-8IMY (with all
appropriate attachments) or (iii)]* two duly executed
copies of IRS Form W-8ECI (or successor form), which
identify such Purchaser as the beneficial owner of the
Certificate(s) and state that interest and original
issue discount on the Certificate(s) is, or is expected
to be, effectively connected with a U.S. trade or
business. The Purchaser agrees to provide to the
Certificate Registrar updated [IRS Forms W-8BEN, IRS
Forms W-8IMY or]* IRS Forms W-8ECI, as the case may be,
any applicable successor IRS forms, or such other
certifications as the Certificate Registrar may
reasonably request, on or before the date that any such
IRS form or certification expires or becomes obsolete,
or promptly after the occurrence of any event requiring
a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.
For this purpose, "U.S. Person" means a citizen or resident of the
United States, a corporation, partnership (except to the extent provided in
applicable Treasury regulations) or other entity created or organized in or
under the laws of the United States any state thereof or the District of
Columbia, an estate that is subject to U.S. federal income tax regardless of the
source of its income or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
8. (Class L, Class M, Class N, Class O, Class P, Class Q, Class S,
Class R and Class LR only) The Purchaser is neither (i) a retirement plan or
other employee benefit plan or arrangement, including an individual retirement
account or a Xxxxx plan, which is subject to Title I 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) or ERISA) or a church plan (as defined in Section
3(33) or ERISA) for which no election has been made under Section 410(d) of the
Code that is subject to any federal, state or local law ("Similar Law") that is,
to a material extent, similar to the foregoing provisions of ERISA or the Code
(each, a "Plan"), nor (ii) a collective investment fund in which such Plans are
invested, an insurance company using assets of separate accounts or general
accounts which include assets of Plans (or which are deemed pursuant to ERISA or
Similar Law to include assets of Plans) or other Person acting on behalf of any
such Plan or using the assets of any such Plan, other than (with respect to any
transfer of a Class L, Class M, Class N, Class O, Class P, Class Q or Class S
Certificate) an insurance company using assets of its general account under
circumstances whereby such purchase and the subsequent holding of Certificate(s)
by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and Section 4975 of the Code under Sections I and III of
Prohibited Transaction Class Exemption 95-60.
-----------------------------
* Delete for Class LR and Class R Certificates.
9. The Purchaser understands that if the Purchaser is a Person
referred to in paragraph 8 above, except in the case of the Class R or Class LR
Certificates, which may not be transferred unless the transferee represents it
is not such a Person, such Person is required to provide to the Depositor, the
Trustee and the Certificate Registrar an Opinion of Counsel in form and
substance satisfactory to the Depositor, the Trustee and the Certificate
Registrar that the purchase and holding of the Certificate(s) will not
constitute or result in a non-exempt prohibited transaction within the meaning
of ERISA or Section 4975 of the Code or a materially similar characterization
under any Similar Law, and will not subject the Master Servicer, the Special
Servicer, the Depositor, the Trustee, the Paying Agent, the Initial Purchaser or
the Certificate Registrar to any obligation or liability (including obligations
or liabilities under ERISA, Section 4975 of the Code or 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 Trust Fund, the Master Servicer, the
Special Servicer, the Depositor, the Trustee or the Certificate Registrar.
10. Please make all payments due on the Transferred Interests: **
______ (a) by wire transfer to the following account at a bank or
entity in New York, New York, having appropriate facilities therefor:
Account number __________ Institution ___________
______ (b) by mailing a check or draft to the following address:
_________________________
_________________________
_________________________
_________________________
_________________________
Very truly yours,
[The Purchaser]
By:
---------------------------------
Name:
Title:
Dated:
** Only to be filled out by Purchasers of Individual Certificates. Please select
(a) or (b).
EXHIBIT D-2
FORM OF ERISA REPRESENTATION LETTER
Xxxxx Fargo Bank, N.A.
as Trustee and Certificate Registrar
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS) GS Mortgage Securities Trust
2007-GG10, Commercial Mortgage Pass-Through Certificates Series
2007-GG10
GS Mortgage Securities Corporation II
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx
David Stiepleman
Re: GS Mortgage Securities Trust 2007-GG10, Commercial Mortgage
Pass-Through Certificates, Series 2007-GG10, Class [____]
Ladies and Gentlemen:
__________________________ (the "Purchaser") intends to purchase
from ____________________ (the "Seller") $_____________ initial [Certificate
Principal Amount] [Notional Amount] or _____% Percentage Interest of GS Mortgage
Securities Trust 2007-GG10, Commercial Mortgage Pass-Through Certificates,
Series 2007-GG10, Class [_], CUSIP No. [____] (the "Certificates"), issued
pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2007 (the
"Pooling and Servicing Agreement"), by and among GS Mortgage Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, and Wells Fargo
Bank, N.A., as Trustee. All capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and Servicing
Agreement.
The Purchaser hereby certifies, represents and warrants to, and covenants with,
the Seller, the Certificate Registrar and the Trustee that:
1. (Class L, Class M, Class N, Class O, Class P, Class Q, Class S,
Class R and Class LR only) The Purchaser is neither (i) a retirement plan or
other employee benefit plan or arrangement, including an individual retirement
account or a Keogh plan, which is subject to Title I 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) or ERISA) or a church plan (as defined in Section
3(33) or ERISA) for which no election has been made under Section 410(d) of the
Code that is subject to any federal, state or local law ("Similar Law") that is,
to a material extent, similar to the foregoing provisions of ERISA or the Code
(each, a "Plan"), nor (ii) a collective investment fund in which such Plans are
invested, an insurance company using assets of separate accounts or general
accounts which include assets of Plans (or which are deemed pursuant to ERISA or
Similar Law to include assets of Plans) or other Person acting on behalf of any
such Plan or using the assets of any such Plan, other than (with respect to any
transfer of a Class L, Class M, Class N, Class O, Class P, Class Q or Class S
Certificate) an insurance company using assets of its general account under
circumstances whereby such purchase and the subsequent holding of Certificate(s)
by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and Section 4975 of the Code under Sections I and III of
Prohibited Transaction Class Exemption 95-60.
IN WITNESS WHEREOF, the Purchaser hereby executes the ERISA
Representation Letter on ______________ __, ____.
[Purchaser]
By:
------------------------------
Name:
Title:
Dated:
EXHIBIT E
FORM OF REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information:
Name of Mortgagor: __________________
Master Servicer Loan No.: __________________
Custodian/Trustee
Name: __________________
Address: __________________
__________________
Custodian/Trustee Mortgage File No.: __________________
[Seller]
Name: __________________
Address: __________________
__________________
Certificates: GS Mortgage Securities Trust 2007-GG10, Commercial
Mortgage Pass-Through Certificates, Series 2007-GG10,
Class [____]
The undersigned Master Servicer hereby acknowledges that it has
received from Wells Fargo Bank, N.A., as Trustee for the Holders of GS Mortgage
Securities Trust 2007-GG10, Commercial Mortgage Pass-Through Certificates,
Series 2007-GG10, the documents referred to below (the "Documents"). All
capitalized terms not otherwise defined in this Request for Release shall have
the meanings given them in the Pooling and Servicing Agreement, dated as of July
1, 2007 (the "Pooling and Servicing Agreement"), by and among GS Mortgage
Securities Corporation II, as Depositor, Wachovia Bank, National Association, as
Master Servicer, CWCapital Asset Management LLC, as Special Servicer, and Wells
Fargo Bank, N.A., as Trustee.
( ) Note dated _________, _____, in the original principal sum of
$_____, made by _______, payable to, or endorsed to the order of, the Trustee.
( ) Mortgage recorded on ____________ as instrument no. ________ in
the County Recorder's Office of the County of _______________, State of
_________________ in book/reel/docket ___________ of official records at
page/image ________.
( ) Deed of Trust recorded on __________ as instrument no. ________
in the County Recorder's Office of the County of ____________, State of _______
in book/reel/docket ____________ of official records at page/image.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded
on _____________ as instrument no. _______ in the County Recorder's Office of
the County of _________, State of _______ in book/reel/docket __________ of
official records at page/image _____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Note or Mortgage.
( ) ___________________________
( ) ___________________________
( ) ___________________________
( ) ___________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master Servicer
assert or seek to assert any claims or rights of set-off to or against the
Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Custodian
when the need therefor no longer exists, unless the Mortgage Loan relating to
the Documents has been liquidated and the proceeds thereof have been remitted to
the Collection Account and except as expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Master Servicer shall
at all times be earmarked for the account of the Trustee, and the Master
Servicer shall keep the Documents and any proceeds separate and distinct from
all other property in the Master Servicer's possession, custody or control.
WELLS FARGO BANK, N.A.
By:
------------------------------
Name:
Title:
Dated:
EXHIBIT F
SECURITIES LEGEND
Subject to the Pooling and Servicing Agreement, the Rule 144A Global
Certificates, the Residual Certificates and the Individual Certificates will
bear a legend (with respect to such Certificates, the "Securities Legend") to
the following effect, unless the Depositor determines otherwise in accordance
with applicable law:
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO
LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
Notwithstanding anything to the contrary, the Residual Certificates
will not bear clauses (C), (D) and (E) of the Securities Legend.
EXHIBIT G
FORM OF STATEMENT TO CERTIFICATEHOLDERS
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION DATE STATEMENT
Table of Contents
-------------------------------------------------------------------------------
STATEMENT SECTIONS PAGE(s)
------------------ -------
Certificate Distribution Detail 2
Certificate Factor Detail 3
Reconciliation Detail 4
Other Required Information 5
Cash Reconciliation Detail 6
Ratings Detail 7
Current Mortgage Loan and Property Stratification Tables 8 - 16
Mortgage Loan Detail 17
NOI Detail 18
Principal Prepayment Detail 19
Historical Detail 20
Delinquency Loan Detail 21
Specially Serviced Loan Detail 22 - 23
Advance Summary 24
Modified Loan Detail 25
Historical Liquidated Loan Detail 26
Historical Bond / Collateral Realized Loss Reconciliation 27
Interest Shortfall Reconciliation Detail 28 - 29
Defeased Loan Detail 30
Supplemental Reporting 31
-------------------------------------------------------------------------------
Depositor Master Servicer Special Servicer
----------------------------------- ----------------------------------- -----------------------------------
GS Mortgage Securities Corporation Wachovia Bank, National Association CWCapital Asset Management LLC.
II 8739 Research Drive 701 13th Street NW, Suite 1000
85 Broad Street URP 4, NC 1075 Washington, DC 20005
New York, NY 10004 Charlotte, NC 28262
Contact: Dan Sparks Contact: Lea Land Contact: David B. Iannarone
Phone Number: (212) 902-1000 Phone Number: (704) 593-7950 Phone Number: (888) 880-8958
----------------------------------- ----------------------------------- -----------------------------------
This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the
Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for
the accuracy or completeness of information furnished by third parties.
------------------------------------------------------------------------------------------------------------------------------------
Page 1 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Certificate Distribution Detail
-----------------------------------------------------------------------------------------------------------------------------------
Realized Loss / Current
Pass-Through Original Beginning Principal Interest Prepayment Additional Trust Total Ending Subordination
Class CUSIP Rate Balance Balance Distribution Distribution Premium Fund Expenses Distribution Balance Level(1)
-----------------------------------------------------------------------------------------------------------------------------------
A-1 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-2 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-3 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-AB 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-4 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-1-A 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-M 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-J 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
C 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
D 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
E 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
F 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
G 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
H 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
J 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
K 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
L 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
M 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
N 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
O 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
P 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Q 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
S 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
R 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
LR 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
-----------------------------------------------------------------------------------------------------------------------------------
Totals 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
-----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Original Beginning Ending
Pass-Through Notional Notional Interest Prepayment Total Notional
Class CUSIP Rate Amount Amount Distribution Premium Distribution Amount
----------------------------------------------------------------------------------------------
X 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00
----------------------------------------------------------------------------------------------
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending
balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate
to the designated class and dividing the result by (A).
-----------------------------------------------------------------------------------------------------------------------------------
Page 2 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Certificate Factor Detail
--------------------------------------------------------------------------------------------------------------
Realized Loss /
Beginning Principal Interest Prepayment Additional Trust Ending
Class CUSIP Balance Distribution Distribution Premium Fund Expenses Balance
--------------------------------------------------------------------------------------------------------------
A-1 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-3 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-AB 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-4 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-1-A 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-M 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-J 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
C 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
D 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
E 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
F 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
G 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
H 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
J 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
K 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
L 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
M 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
N 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
O 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
P 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
Q 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
S 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
R 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
LR 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
--------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------
Beginning Ending
Notional Interest Prepayment Notional
Class CUSIP Amount Distribution Premium Amount
---------------------------------------------------------------------------
X 0.00000000 0.00000000 0.00000000 0.00000000
---------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Page 3 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Reconciliation Detail
Stated Beginning Principal Unpaid Beginning Scheduled Unscheduled Principal
Loan Group Balance Principal Balance Principal Principal Adjustments
---------- -------------------------- ----------------- --------- ----------- -----------
1 0.00 0.00 0.00 0.00 0.00
2 0.00 0.00 0.00 0.00 0.00
---------- -------------------------- ----------------- --------- ----------- -----------
Total 0.00 0.00 0.00 0.00 0.00
Realized Stated Ending Unpaid Ending Current Principal
Loan Group Loss Principal Balance Principal Balance Distribution Amount
---------- -------- ----------------- ----------------- -------------------
1 0.00 0.00 0.00 0.00
2 0.00 0.00 0.00 0.00
---------- -------- ----------------- ----------------- -------------------
Total 0.00 0.00 0.00 0.00
Certificate Interest Reconciliation
---------------------------------------------------------------------------------------------
Accrued Net Aggregate Distributable Distributable
Accrual Accrual Certificate Prepayment Certificate Certificate Interest
Class Dates Days Interest Interest Shortfall Interest Adjustment
---------------------------------------------------------------------------------------------
A-1 0 0 0.00 0.00 0.00 0.00
A-2 0 0 0.00 0.00 0.00 0.00
A-3 0 0 0.00 0.00 0.00 0.00
A-AB 0 0 0.00 0.00 0.00 0.00
A-4 0 0 0.00 0.00 0.00 0.00
A-1-A 0 0 0.00 0.00 0.00 0.00
A-MFL 0 0 0.00 0.00 0.00 0.00
A-M 0 0 0.00 0.00 0.00 0.00
A-J 0 0 0.00 0.00 0.00 0.00
X 0 0 0.00 0.00 0.00 0.00
B 0 0 0.00 0.00 0.00 0.00
C 0 0 0.00 0.00 0.00 0.00
D 0 0 0.00 0.00 0.00 0.00
E 0 0 0.00 0.00 0.00 0.00
F 0 0 0.00 0.00 0.00 0.00
G 0 0 0.00 0.00 0.00 0.00
H 0 0 0.00 0.00 0.00 0.00
J 0 0 0.00 0.00 0.00 0.00
K 0 0 0.00 0.00 0.00 0.00
L 0 0 0.00 0.00 0.00 0.00
M 0 0 0.00 0.00 0.00 0.00
N 0 0 0.00 0.00 0.00 0.00
O 0 0 0.00 0.00 0.00 0.00
P 0 0 0.00 0.00 0.00 0.00
Q 0 0 0.00 0.00 0.00 0.00
S 0 0 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------------
Totals 0 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------------
Certificate Interest Reconciliation
-----------------------------------------------------------------
Additional Remaining Unpaid
WAC CAP Trust Fund Interest Distributable
Class Shortfall Expenses Distribution Certificate Interest
-----------------------------------------------------------------
A-1 0.00 0.00 0.00 0.00
A-2 0.00 0.00 0.00 0.00
A-3 0.00 0.00 0.00 0.00
A-AB 0.00 0.00 0.00 0.00
A-4 0.00 0.00 0.00 0.00
A-1-A 0.00 0.00 0.00 0.00
A-MFL 0.00 0.00 0.00 0.00
A-M 0.00 0.00 0.00 0.00
A-J 0.00 0.00 0.00 0.00
X 0.00 0.00 0.00 0.00
B 0.00 0.00 0.00 0.00
C 0.00 0.00 0.00 0.00
D 0.00 0.00 0.00 0.00
E 0.00 0.00 0.00 0.00
F 0.00 0.00 0.00 0.00
G 0.00 0.00 0.00 0.00
H 0.00 0.00 0.00 0.00
J 0.00 0.00 0.00 0.00
K 0.00 0.00 0.00 0.00
L 0.00 0.00 0.00 0.00
M 0.00 0.00 0.00 0.00
N 0.00 0.00 0.00 0.00
O 0.00 0.00 0.00 0.00
P 0.00 0.00 0.00 0.00
Q 0.00 0.00 0.00 0.00
S 0.00 0.00 0.00 0.00
-----------------------------------------------------------------
Totals 0.00 0.00 0.00 0.00
-----------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Page 4 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Other Required Information
--------------------------------------------------------------------------------
Available Distribution Amount (1) 0.00
Master Servicing Fee Summary
Current Period Accrued Master Servicing Fees 0.00
Less Delinquent Master Servicing Fees 0.00
Less Reductions to Master Servicing Fees 0.00
Plus Master Servicing Fees for Delinquent Payments 0.00
Plus Adjustments for Prior Master Servicing Calculation 0.00
Total Master Servicing Fees Collected 0.00
(1) The Available Distribution Amount includes any Prepayment Premiums.
Appraisal Reduction Amount
-------------------------------------------------
Appraisal Cumulative Most Recent
Loan Reduction ASER App. Red.
Number Effected Amount Date
-------------------------------------------------
-------------------------------------------------
Total
-------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Page 5 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Cash Reconciliation Detail
---------------------------------------------------------------------------------------------------------------------------------
Total Funds Collected
Interest:
Interest paid or advanced 0.00
Interest reductions due to Non-Recoverability Determinations 0.00
Interest Adjustments 0.00
Deferred Interest 0.00
Net Prepayment Interest Shortfall 0.00
Net Prepayment Interest Excess 0.00
Extension Interest 0.00
Interest Reserve Withdrawal 0.00
--------------
Total Interest Collected 0.00
Principal:
Scheduled Principal 0.00
Unscheduled Principal 0.00
Principal Prepayments 0.00
Collection of Principal after Maturity Date 0.00
Recoveries from Liquidation and Insurance Proceeds 0.00
Excess of Prior Principal Amounts paid 0.00
Curtailments 0.00
Negative Amortization 0.00
Principal Adjustments 0.00
--------------
Total Principal Collected 0.00
Other:
Prepayment Penalties/Yield Maintenance 0.00
Repayment Fees 0.00
Borrower Option Extension Fees 0.00
Equity Payments Received 0.00
Net Swap Counterparty Payments Received 0.00
--------------
Total Other Collected 0.00
--------------
Total Funds Collected 0.00
==============
Total Funds Distributed
Fees:
Master Servicing Fee 0.00
Trustee Fee 0.00
Certificate Administration Fee 0.00
Insurer Fee 0.00
Miscellaneous Fee 0.00
--------------
Total Fees 0.00
Additional Trust Fund Expenses:
Reimbursement for Interest on Advances 0.00
ASER Amount 0.00
Special Servicing Fee 0.00
Rating Agency Expenses 0.00
Attorney Fees & Expenses 0.00
Bankruptcy Expense 0.00
Taxes Imposed on Trust Fund 0.00
Non-Recoverable Advances 0.00
Other Expenses 0.00
--------------
Total Additional Trust Fund Expenses 0.00
Interest Reserve Deposit 0.00
Payments to Certificateholders & Others:
Interest Distribution 0.00
Principal Distribution 0.00
Prepayment Penalties/Yield Maintenance 0.00
Borrower Option Extension Fees 0.00
Equity Payments Paid 0.00
Net Swap Counterparty Payments Paid 0.00
--------------
Total Payments to Certificateholders & Others 0.00
--------------
Total Funds Distributed 0.00
==============
-----------------------------------------------------------------------------------------------------------------------------------
Page 6 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Ratings Detail
---------------------------------------------------------------------------------------------------------------
Original Ratings Current Ratings (1)
------------------------------------------------------------------------------
Class CUSIP Fitch Moody's S&P Fitch Moody's S&P
---------------------------------------------------------------------------------------------------------------
A-1
A-2
A-3
A-AB
A-4
A-1-A
A-M
A-J
X
B
C
D
E
F
G
H
J
K
L
M
N
O
P
Q
S
---------------------------------------------------------------------------------------------------------------
NR - Designates that the class was not rated by the above agency at the time of original issuance.
X - Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance.
N/A - Data not available this period.
1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made
subsequent to issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained
directly from the applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since
they were obtained. Because the ratings may have changed, you may want to obtain current ratings directly from the rating
agencies.
Fitch, Inc. Moody's Investors Service Standard & Poor's Rating Services
One State Street Plaza 99 Church Street 55 Water Street
New York, New York 10004 New York, New York 10007 New York, New York 10041
(212) 908-0500 (212) 553-0300 (212) 438-2430
-----------------------------------------------------------------------------------------------------------------------------------
Page 7 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Aggregate Pool
Scheduled Balance State (3)
---------------------------------------------------------------- ----------------------------------------------------------------
% of % of
Scheduled # of Scheduled Agg. WAM Weighted # of Scheduled Agg. WAM Weighted
Balance loans Balance Bal. (2) WAC Avg DSCR (1) State Props. Balance Bal. (2) WAC Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
See footnotes on last page of this section.
-----------------------------------------------------------------------------------------------------------------------------------
Page 8 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Aggregate Pool
Debt Service Coverage Ratio Property Type (3)
---------------------------------------------------------------- ----------------------------------------------------------------
Debt Service % of % of
Coverage # of Scheduled Agg. WAM WAC Weighted Property # of Scheduled Agg. WAM WAC Weighted
Ratio loans Balance Bal. (2) Avg DSCR (1) Type Props. Balance Bal. (2) Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
Note Rate Seasoning
---------------------------------------------------------------- ----------------------------------------------------------------
% of % of
Note # of Scheduled Agg. WAM WAC Weighted # of Scheduled Agg. WAM WAC Weighted
Rate loans Balance Bal. (2) Avg DSCR (1) Seasoning loans Balance Bal. (2) Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
See footnotes on last page of this section.
-----------------------------------------------------------------------------------------------------------------------------------
Page 9 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Aggregate Pool
Anticipated Remaining Term (ARD and Balloon Loans) Remaining Stated Term (Fully Amortizing Loans)
---------------------------------------------------------------- ----------------------------------------------------------------
Anticipated % of Remaining % of
Remaining # of Scheduled Agg. WAM WAC Weighted Stated # of Scheduled Agg. WAM WAC Weighted
Term (2) loans Balance Bal. (2) Avg DSCR (1) Term loans Balance Bal. (2) Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
Remaining Amortization Term (ARD and Balloon Loans) Age of Most Recent NOI
---------------------------------------------------------------- ----------------------------------------------------------------
Remaining % of % of
Amortization # of Scheduled Agg. WAM WAC Weighted Age of Most # of Scheduled Agg. WAM WAC Weighted
Term loans Balance Bal. (2) Avg DSCR (1) Recent NOI loans Balance Bal. (2) Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by
the borrower for this calculation.
(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.
(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.
-----------------------------------------------------------------------------------------------------------------------------------
Page 10 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Group I
Scheduled Balance State (3)
---------------------------------------------------------------- ----------------------------------------------------------------
% of % of
Scheduled # of Scheduled Agg. WAM Weighted # of Scheduled Agg. WAM Weighted
Balance loans Balance Bal. (2) WAC Avg DSCR (1) State Props. Balance Bal. (2) WAC Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
See footnotes on last page of this section.
-----------------------------------------------------------------------------------------------------------------------------------
Page 11 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Group I
Debt Service Coverage Ratio Property Type (3)
---------------------------------------------------------------- ----------------------------------------------------------------
Debt Service % of % of
Coverage # of Scheduled Agg. WAM WAC Weighted Property # of Scheduled Agg. WAM WAC Weighted
Ratio loans Balance Bal. (2) Avg DSCR (1) Type Props. Balance Bal. (2) Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
Note Rate Seasoning
---------------------------------------------------------------- ----------------------------------------------------------------
% of % of
Note # of Scheduled Agg. WAM WAC Weighted # of Scheduled Agg. WAM WAC Weighted
Rate loans Balance Bal. (2) Avg DSCR (1) Seasoning loans Balance Bal. (2) Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
See footnotes on last page of this section.
-----------------------------------------------------------------------------------------------------------------------------------
Page 12 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
9062 Old Annapolis Road Record Date: 07/31/2007
Columbia, MD 21045-1951 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Group I
Anticipated Remaining Term (ARD and Balloon Loans) Remaining Stated Term (Fully Amortizing Loans)
---------------------------------------------------------------- ----------------------------------------------------------------
Anticipated % of Remaining % of
Remaining # of Scheduled Agg. WAM WAC Weighted Stated # of Scheduled Agg. WAM WAC Weighted
Term (2) loans Balance Bal. (2) Avg DSCR (1) Term loans Balance Bal. (2) Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
Remaining Amortization Term (ARD and Balloon Loans) Age of Most Recent NOI
---------------------------------------------------------------- ----------------------------------------------------------------
Remaining % of % of
Amortization # of Scheduled Agg. WAM WAC Weighted Age of Most # of Scheduled Agg. WAM WAC Weighted
Term loans Balance Bal. (2) Avg DSCR (1) Recent NOI loans Balance Bal. (2) Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset
level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the
Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the
data provided by the borrower for this calculation.
(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of
the Anticipated Repayment Date, if applicable, and the maturity date.
(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon
the Cut-off Date balance of each property as disclosed in the offering document.
-----------------------------------------------------------------------------------------------------------------------------------
Page 13 of 31
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Group II
Scheduled Balance State (3)
---------------------------------------------------------------- ----------------------------------------------------------------
% of % of
Scheduled # of Scheduled Agg. WAM Weighted # of Scheduled Agg. WAM Weighted
Balance loans Balance Bal. (2) WAC Avg DSCR (1) State Props. Balance Bal. (2) WAC Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
See footnotes on last page of this section.
-----------------------------------------------------------------------------------------------------------------------------------
Page 14 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Group II
Debt Service Coverage Ratio Property Type (3)
---------------------------------------------------------------- ----------------------------------------------------------------
Debt Service % of % of
Coverage # of Scheduled Agg. WAM WAC Weighted Property # of Scheduled Agg. WAM WAC Weighted
Ratio loans Balance Bal. (2) Avg DSCR (1) Type Props. Balance Bal. (2) Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
Note Rate Seasoning
---------------------------------------------------------------- ----------------------------------------------------------------
% of % of
Note # of Scheduled Agg. WAM WAC Weighted # of Scheduled Agg. WAM WAC Weighted
Rate loans Balance Bal. (2) Avg DSCR (1) Seasoning loans Balance Bal. (2) Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
See footnotes on last page of this section.
-----------------------------------------------------------------------------------------------------------------------------------
Page 15 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Group II
Anticipated Remaining Term (ARD and Balloon Loans) Remaining Stated Term (Fully Amortizing Loans)
---------------------------------------------------------------- ----------------------------------------------------------------
Anticipated % of Remaining % of
Remaining # of Scheduled Agg. WAM WAC Weighted Stated # of Scheduled Agg. WAM WAC Weighted
Term (2) loans Balance Bal. (2) Avg DSCR (1) Term loans Balance Bal. (2) Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
Remaining Amortization Term (ARD and Balloon Loans) Age of Most Recent NOI
---------------------------------------------------------------- ----------------------------------------------------------------
Remaining % of % of
Amortization # of Scheduled Agg. WAM WAC Weighted Age of Most # of Scheduled Agg. WAM WAC Weighted
Term loans Balance Bal. (2) Avg DSCR (1) Recent NOI loans Balance Bal. (2) Avg DSCR (1)
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
---------------------------------------------------------------- ----------------------------------------------------------------
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset
level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the
Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the
data provided by for this calculation.
(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.
(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the
Cut-off Date balance of each property as disclosed in the offering document.
-----------------------------------------------------------------------------------------------------------------------------------
Page 16 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Mortgage Loan Detail
---------------------------------------------------------------------------------------------------------------------------
Anticipated Neg. Beginning Ending Paid
Loan Property Interest Principal Gross Repayment Maturity Amort Scheduled Scheduled Thru
Number ODCR Type (1) City State Payment Payment Coupon Date Date (Y/N) Balance Balance Date
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Totals
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------
Appraisal Appraisal Res. Mod.
Loan Reduction Reduction Strat. Code
Number Date Amount (2) (3)
---------------------------------------------
---------------------------------------------
Totals
---------------------------------------------
--------------------------------------------------------------------------------
(1) Property Type Code
----------------------
MF - Multi-Family OF - Office
RT - Retail MU - Mixed Use
HC - Health Care LO - Lodging
IN - Industrial SS - Self Storage
WH - Warehouse OT - Other
MH - Mobile Home Park
(2) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed in Lieu Of
2 - Foreclosure 7 - REO Foreclosure
3 - Bankruptcy 8 - Resolved 11 - Full Payoff
4 - Extension 9 - Pending Return 12 - Reps and Warranties
5 - Note Sale to Master Servicer 13 - Other or TBD
(3) Modification Code
---------------------
1 - Maturity Date Extension
2 - Amortization Change
3 - Principal Write-Off
4 - Combination
--------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Page 17 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
NOI Detail
-----------------------------------------------------------------------------------------------------------------------------------
Ending Most Most Most Recent Most Recent
Loan Property Scheduled Recent Recent NOI Start NOI End
Number ODCR Type City State Balance Fiscal NOI NOI Date Date
-----------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Page 18 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Principal Prepayment Detail
--------------------------------------------------------------------------------------------------------
Principal Prepayment Amount
Offering Document --------------------------------------
Loan Number Loan Group Cross-Reference Payoff Amount Curtailment Amount
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Totals
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------
Prepayment Penalties
--------------------------------------------------
Loan Number Prepayment Premium Yield Maintenance Premium
--------------------------------------------------------------------
--------------------------------------------------------------------
Totals
--------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Page 19 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Historical Detail
------------------------------------------------------------------------------------------------------------------------------------
Delinquencies
-------------------------------------------------------------------------------------------------
Distribution 30-59 Days 60-89 Days 90 Days or More Foreclosure REO Modifications
Date # Balance # Balance # Balance # Balance # Balance # Balance
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Prepayments Rate and Maturities
--------------------------------------------------------------------------------------
Distribution Curtailments Payoff Next Weighted Avg.
Date # Balance # Balance Coupon Remit WAM
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Note: Foreclosure and REO Totals are excluded from the delinquencies.
-----------------------------------------------------------------------------------------------------------------------------------
Page 20 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Delinquency Loan Detail
-----------------------------------------------------------------------------------------------------------------------------------
Offering # of Current Outstanding Status of Resolution
Document Months Paid Through P & I P & I Mortgage Strategy Servicing Foreclosure
Loan Number Cross-Reference Delinq. Date Advances Advances ** Loan (1) Code (2) Transfer Date Date
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------
Actual Outstanding
Principal Servicing Bankruptcy REO
Loan Number Balance Advances Date Date
--------------------------------------------------------------
--------------------------------------------------------------
Totals
--------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
(1) Status of Mortgage Loan
---------------------------
A - Payment Not Received 0 - Current 4 - Assumed Scheduled Payment
But Still in Grace Period 1 - One Month Delinquent (Performing Matured Loan)
B - Late Payment But Less 2 - Two Months Delinquent 7 - Foreclosure
Than 1 Month Delinquent 3 - Three or More Months Delinquent 9 - REO
(2) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed In Lieu Of
2 - Foreclosure 7 - REO Foreclosure
3 - Bankruptcy 8 - Resolved 11 - Full Payoff
4 - Extension 9 - Pending Return 12 - Reps and Warranties
5 - Note Sale to Master Servicer 13 - Other or TBD
-------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Page 21 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Specially Serviced Loan Detail - Part 1
---------------------------------------------------------------------------------------------------------------------
Offering Servicing Resolution
Distribution Loan Document Transfer Strategy Scheduled Property Interest Actual
Date Number Cross-Reference Date Code (1) Balance Type (2) State Rate Balance
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------
Net Remaining
Distribution Operating NOI Note Maturity Amortization
Date Income Date DSCR Date Date Term
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed in Lieu Of
2 - Foreclosure 7 - REO Foreclosure
3 - Bankruptcy 8 - Resolved 11 - Full Payoff
4 - Extension 9 - Pending Return 12 - Reps and Warranties
5 - Note Sale to Master Servicer 13 - Other or TBD
(2) Property Type Code
----------------------
MF - Multi-Family OF - Office
RT - Retail MU - Mixed Use
HC - Health Care LO - Lodging
IN - Industrial SS - Self Storage
WH - Warehouse OT - Other
MH - Mobile Home Park
-----------------------------------------------------------------------------------------------------------------------------------
Page 22 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Specially Serviced Loan Detail - Part 2
------------------------------------------------------------------------------------------------------------------------------------
Offering Resolution Site
Distribution Loan Document Strategy Inspection Appraisal Appraisal Other REO
Date Number Cross-Reference Code (1) Date Phase 1 Date Date Value Property Revenue Comment
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
(1) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed in Lieu Of
2 - Foreclosure 7 - REO Foreclosure
3 - Bankruptcy 8 - Resolved 11 - Full Payoff
4 - Extension 9 - Pending Return 12 - Reps and Warranties
5 - Note Sale to Master Servicer 13 - Other or TBD
-----------------------------------------------------------------------------------------------------------------------------------
Page 23 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Advance Summary
Current Period Interest
Current P&I Outstanding P&I Outstanding Servicing on P&I and Servicing
Loan Group Advances Advances Advances Advances Paid
---------- ----------- --------------- --------------------- -----------------------
1 0.00 0.00 0.00 0.00
2 0.00 0.00 0.00 0.00
---------- ----------- --------------- --------------------- -----------------------
Totals 0.00 0.00 0.00 0.00
-----------------------------------------------------------------------------------------------------------------------------------
Page 24 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Modified Loan Detail
-----------------------------------------------------------------------------------------------------------------------------------
Offering
Loan Document Pre-Modification Post-Modification Pre-Modification Post-Modification Modification Modification
Number Cross-Reference Balance Balance Interest Rate Interest Rate Date Description
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Page 25 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Historical Liquidated Loan Detail
-------------------------------------------------------------------------------------------------------------------------
Beginning Fees, Most Recent Gross Sales Net Proceeds
Distribution Scheduled Advances, Appraised Proceeds or Available for
Date ODCR Balance and Expenses* Value or BPO Other Proceeds Liquidation
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Current Total
-------------------------------------------------------------------------------------------------------------------------
Cumulative Total
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Net Proceeds Date of Current Current Period Cumulative Loss to Loan
Distribution Available for Realized Period Adj. Adjustment Adjustment with Cum
Date Distribution Loss to Trust to Trust to Trust to Trust Adj. to Trust
---------------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Current Total
---------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
---------------------------------------------------------------------------------------------------------------------------------
* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).
-----------------------------------------------------------------------------------------------------------------------------------
Page 26 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Historical Bond/Collateral Realized Loss Reconciliation Detail
Offering Beginning Aggregate Prior Realized Amounts Interest Modification
Distribution Document Balance Realized Loss Loss Applied Covered By (Shortages)/ /Appraisal
Date Cross-Reference at Liquidation on Loans to Certificates Credit Support Excesses Reduction Adj.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------
Additional Realized Loss Recoveries of (Recoveries)/
Distribution (Recoveries) Applied to Realized Losses Losses Applied to
Date /Expenses Certificates to Date Paid as Cash Certificate Interest
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Totals
-------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Page 27 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Interest Shortfall Reconciliation Detail - Part 1
Offering Stated Principal Current Ending Special Servicing Fees Non-Recoverable
Document Balance at Scheduled -------------------------------- (Scheduled
Cross-Reference Contribution Balance Monthly Liquidation Work Out ASER (PPIS) Excess Interest)
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Totals
----------------------------------------------------------------------------------------------------------------------------------
Offering Modified Interest Additional
Document Interest on Rate (Reduction) Trust Fund
Cross-Reference Advances /Excess Expense
--------------------------------------------------------------
--------------------------------------------------------------
Totals
--------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Page 28 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Interest Shortfall Reconciliation Detail - Part 2
Reimb of Advances to the Servicer
Offering Stated Principal Current Ending ---------------------------------
Document Balance at Scheduled Left to Reimburse Other (Shortfalls)/
Cross-Reference Contribution Balance Current Month Master Servicer Refunds Comments
------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------
Interest Shortfall Reconciliation Detail Part 2 Total 0.00
------------------------------------------------------------------------------------------------------------------------
Interest Shortfall Reconciliation Detail Part 1 Total 0.00
------------------------------------------------------------------------------------------------------------------------
Total Interest Shortfall Allocated to Trust 0.00
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Page 29 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Defeased Loan Detail
-----------------------------------------------------------------------------------------------------------------------------------
Offering Document Ending Scheduled
Loan Number Cross-Reference Balance Maturity Date Note Rate Defeasance Status
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Page 30 of 31
--------- ----------------------------------------------
|[XXXXX | | For Additional Information, please contact |
| FARGO | GS Securities Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (000) 000-0000 |
--------- Series 2007-GG10 | Reports Available @ xxx.xxxxxxx.xxx/xxxx |
Xxxxx Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services Payment Date: 08/10/2007
0000 Xxx Xxxxxxxxx Xxxx Record Date: 07/31/2007
Xxxxxxxx, XX 00000-0000 Determination Date: 08/06/2007
-----------------------------------------------------------------------------------------------------------------------------------
Supplemental Reporting
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Page 31 of 31
EXHIBIT H
[Reserved]
EXHIBIT I-1
FORM OF REGULATION S TRANSFER CERTIFICATE
FOR TRANSFERS DURING RESTRICTED PERIOD
Xxxxx Fargo Bank, N.A.
as Trustee and Certificate Registrar
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS) GS Mortgage Securities Trust
2007-GG10, Commercial Mortgage Pass-Through Certificates
Series 2007-GG10
Re: Transferor of GS Mortgage Securities Trust 2007-GG10, Commercial
Mortgage Pass-Through Certificates, Series 2007-GG10, Class [____]
Ladies and Gentlemen:
This certificate is delivered pursuant to Section 5.02 of the
Pooling and Servicing Agreement, dated as of July 1, 2007 (the "Pooling and
Servicing Agreement"), by and among GS Mortgage Securities Corporation II, as
Depositor, Wachovia Bank, National Association, as Master Servicer, CWCapital
Asset Management LLC, as Special Servicer, and Xxxxx Fargo Bank, N.A., as
Trustee, on behalf of the holders of the GS Mortgage Securities Trust 2007-GG10,
Commercial Mortgage Pass-Through Certificates, 2007-GG10, Class __ (the
"Certificates") in connection with the transfer by the undersigned (the
"Transferor") to _________________ (the "Transferee") of $___________
[Certificate Principal Amount] [Notional Amount] of Certificates, in fully
registered form (each, an "Individual Certificate"), or a beneficial interest of
such aggregate [Certificate Principal Amount] [Notional Amount] in the
Regulation S Global Certificate (the "Global Certificate") maintained by The
Depository Trust Company or its successor as Depositary under the Pooling and
Servicing Agreement (such transferred interest, in either form, being the
"Transferred Interest"). Capitalized terms used but not defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.
In connection with such transfer, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and the
Certificates and (i) with respect to transfers made in accordance with
Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:
(1) the offer of the Transferred Interest was not made to a person
in the United States;
(2) [at the time the buy order was originated, the Transferee was
outside the United States or the Transferor and any person
acting on its behalf reasonably believed that the Transferee
was outside the United States] [the transaction was executed
in, on or through the facilities of a designated offshore
securities market and neither the undersigned nor any person
acting on its behalf knows that the transaction was
pre-arranged with a buyer in the United States];*
(3) the transferee is not a U.S. Person within the meaning of Rule
902(o) of Regulation S nor a person acting for the account or
benefit of a U.S. Person, and upon completion of the
transaction, the Transferred Interest will be held with the
Depository through [Euroclear] [Clearstream];**
(4) no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation
S, as applicable; and
(5) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee and the Master
Servicer.
[Name of Transferor]
By:
------------------------------
Name:
Title:
Dated:
-----------------------------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.
** Select appropriate depository.
EXHIBIT I-2
FORM OF REGULATION S TRANSFER CERTIFICATE
FOR TRANSFERS AFTER RESTRICTED PERIOD
Xxxxx Fargo Bank, N.A.
as Trustee and Certificate Registrar
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS) GS Mortgage Securities Trust
2007-GG10, Commercial Mortgage Pass-Through Certificates Series
2007-GG10
Re: Transferor of GS Mzortgage Securities Trust 2007-GG10, Commercial
Mortgage Pass-Through Certificates, Series 2007-GG10, Class [____]
Ladies and Gentlemen:
This certificate is delivered pursuant to Section 5.02 of the
Pooling and Servicing Agreement, dated as of July 1, 2007 (the "Pooling and
Servicing Agreement"), by and among GS Mortgage Securities Corporation II, as
Depositor, Wachovia Bank, National Association, as Master Servicer, CWCapital
Asset Management LLC, as Special Servicer, and Xxxxx Fargo Bank, N.A., as
Trustee, on behalf of the holders of the GS Mortgage Securities Trust 2007-GG10,
Commercial Mortgage Pass-Through Certificates, 2007-GG10, Class __ (the
"Certificates") in connection with the transfer by the undersigned (the
"Transferor") to _________________ (the "Transferee") of $___________
[Certificate Principal Amount] [Notional Amount] of Certificates, in fully
registered form (each, an "Individual Certificate"), or a beneficial interest of
such aggregate [Certificate Principal Amount] [Notional Amount] in the
Regulation S Global Certificate (the "Global Certificate") maintained by The
Depository Trust Company or its successor as Depositary under the Pooling and
Servicing Agreement (such transferred interest, in either form, being the
"Transferred Interest"). Capitalized terms used but not defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.
In connection with such transfer, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and the
Certificates and (i) with respect to transfers made in accordance with
Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:
(1) the offer of the Transferred Interest was not made to a person
in the United States;
(2) [at the time the buy order was originated, the Transferee was
outside the United States or the Transferor and any person
acting on its behalf reasonably believed that the Transferee
was outside the United States] [the transaction was executed
in, on or through the facilities of a designated offshore
securities market and neither the undersigned nor any person
acting on its behalf knows that the transaction was
pre-arranged with a buyer in the United States];*
(3) no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation
S, as applicable; and
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act,
or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee and the Master
Servicer.
[Name of Transferor]
By:
------------------------------
Name:
Title:
Dated:
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.
EXHIBIT J
FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER
FROM RULE 144A GLOBAL CERTIFICATE TO REGULATION S
GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD
(Pursuant to Section 5.02(c)(ii)(A) of the Pooling and Servicing Agreement)
Xxxxx Fargo Bank, N.A.
as Trustee and Certificate Registrar
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS) GS Mortgage Securities Trust
2007-GG10, Commercial Mortgage Pass-Through Certificates
Series 2007-GG10
Re: Transfer of GS Mortgage Securities Trust 2007-GG10, Commercial
Mortgage Pass-Through Certificates, Series 2007-GG10, Class [____]
Ladies and Gentlemen:
Reference is hereby made to the Pooling and Servicing Agreement,
dated as of July 1, 2007 (the "Pooling and Servicing Agreement"), by and among
GS Mortgage Securities Corporation II, as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, and Xxxxx Fargo Bank, N.A., as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.
This letter relates to US $[_______] aggregate [Certificate
Principal Amount] [Notional Amount] of Certificates (the "Certificates") which
are held in the form of the Rule 144A Global Certificate (CUSIP No. _________)
with the Depository in the name of [insert name of transferor] (the
"Transferor"). The Transferor has requested a transfer of such beneficial
interest for an interest in the Regulation S Global Certificate (CUSIP No.
__________) to be held with [Euroclear] [Clearstream]* (Common Code No.
____________) through the Depository.
In connection with such request and in respect of such Certificates, the
Transferor does hereby certify that such transfer has been effected in
accordance with the transfer restrictions set forth in the Pooling and Servicing
Agreement and pursuant to and in accordance with Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), and accordingly the
Transferor does hereby certify that:
(1) the offer of the Certificates was not made to a person in the
United States,
-------------------------------
* Select appropriate depository.
(2) [at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person acting on its behalf
reasonably believed that the transferee was outside the United States] [the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the
United States],*
(3) the transferee is not a U.S. Person within the meaning of Rule
902(o) of Regulation S nor a Person acting for the account or benefit of a U.S.
Person,
(4) no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable,
(5) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act, and
(6) upon completion of the transaction, the beneficial interest
being transferred as described above will be held with the Depository through
[Euroclear] [Clearstream].**
This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee and the Master
Servicer.
[Insert Name of Transferor]
By:
------------------------------
Name:
Title:
Dated:
------------------------------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.
** Select appropriate depository.
EXHIBIT K
FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER
FROM RULE 144A GLOBAL CERTIFICATE TO REGULATION S
GLOBAL CERTIFICATE AFTER THE RESTRICTED PERIOD
(Pursuant to Section 5.02(c)(ii)(B) of the Pooling and Servicing Agreement)
Xxxxx Fargo Bank, N.A.
as Trustee and Certificate Registrar
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS) GS Mortgage Securities Trust
2007-GG10, Commercial Mortgage Pass-Through Certificates
Series 2007-GG10
Re: Transfer of GS Mortgage Securities Trust 2007-GG10, Commercial
Mortgage Pass-Through Certificates, Series 2007-GG10, Class [____]
Ladies and Gentlemen:
Reference is hereby made to the Pooling and Servicing Agreement,
dated as of July 1, 2007 (the "Pooling and Servicing Agreement"), by and among
GS Mortgage Securities Corporation II, as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, and Xxxxx Fargo Bank, N.A., as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.
This letter relates to US $[________] aggregate [Certificate
Principal Amount] [Notional Amount] of Certificates (the "Certificates") which
are held in the form of the Rule 144A Global Certificate (CUSIP No. ________)
with the Depository in the name of [insert name of transferor] (the
"Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Certificates for an interest in the Regulation S Global
Certificate (Common Code No. ________).
In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Pooling
and Servicing Agreement and, (i) with respect to transfers made in reliance on
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), the Transferor does hereby certify that:
(1) the offer of the Certificates was not made to a person in the United
States;
(2) [at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person acting on
its behalf reasonably believed that the transferee was outside the
United States] [the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither
the Transferor nor any person acting on its behalf knows that the
transaction was pre-arranged with a buyer in the United States];*
(3) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable; and
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act,
or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Master Servicer and the
Trustee.
[Insert Name of Transferor]
By:
------------------------------
Name:
Title:
Dated:
------------------------------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.
EXHIBIT L
FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER
FROM REGULATION S GLOBAL CERTIFICATE TO RULE 144A
GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD
(Pursuant to Section 5.02(c)(ii)(C) of the Pooling and Servicing Agreement)
Xxxxx Fargo Bank, N.A.
as Trustee and Certificate Registrar
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS) GS Mortgage Securities Trust
2007-GG10, Commercial Mortgage Pass-Through Certificates
Series 2007-GG10
Re: Transfer of GS Mortgage Securities Trust 2007-GG10, Commercial
Mortgage Pass-Through Certificates, Series 2007-GG10, Class [____]
Reference is hereby made to the Pooling and Servicing Agreement,
dated as of July 1, 2007 (the "Pooling and Servicing Agreement"), by and among
GS Mortgage Securities Corporation II, as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer and Xxxxx Fargo Bank, N.A., as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.
This letter relates to US $[________] aggregate [Certificate
Principal Amount] [Notional Amount] of Certificates (the "Certificates") which
are held in the form of the Regulation S Global Certificate (CUSIP No. _______)
with [Euroclear] [Clearstream]* (Common Code No. __________) through the
Depository in the name of [insert name of transferor] (the "Transferor"). The
Transferor has requested a transfer of such beneficial interest in the
Certificates for an interest in the Regulation 144A Global Certificate (CUSIP
No. ____________).
In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such Certificates are
being transferred in accordance with (i) the transfer restrictions set forth in
the Pooling and Servicing Agreement and (ii) Rule 144A under the Securities Act
to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account with respect to which the transferee exercises
sole investment discretion and the transferee and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A, in each case in
a transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States or any
jurisdiction.
-------------------------------
** Select appropriate depository.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Master Servicer
and underwriter and placement agent of the offering of the Certificates.
[Insert Name of Transferor]
By:
------------------------------
Name:
Title:
Dated:
EXHIBIT M
FORM OF TRANSFER CERTIFICATE FOR REGULATION S
GLOBAL CERTIFICATE DURING RESTRICTED PERIOD
(Pursuant to Section 5.02(c)(ii)(D) of the Pooling and Servicing Agreement)
Xxxxx Fargo Bank, N.A.
as Trustee and Certificate Registrar
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS) GS Mortgage Securities Trust
2007-GG10, Commercial Mortgage Pass-Through Certificates
Series 2007-GG10
Re: Transferor of GS Mortgage Securities Trust 2007-GG10, Commercial
Mortgage Pass-Through Certificates, Series 2007-GG10, Class [____]
Ladies and Gentlemen:
This certificate is delivered pursuant to Section 5.02 of the
Pooling and Servicing Agreement, dated as of July 1, 2007 (the "Pooling and
Servicing Agreement"), by and among GS Mortgage Securities Corporation II, as
Depositor, Wachovia Bank, National Association, as Master Servicer, CWCapital
Asset Management LLC, as Special Servicer, and Xxxxx Fargo Bank, N.A., as
Trustee, on behalf of the holders of the GS Mortgage Securities Trust 2007-GG10,
Commercial Mortgage Pass-Through Certificates, 2007-GG10 in connection with the
transfer by _______________ of a beneficial interest of $___________
[Certificate Principal Amount] [Notional Amount] in a Private Global Certificate
during the Restricted Period to the undersigned (the "Transferee"). The
Transferee desires to beneficially own such transferred interest in the form of
the Regulation S Global Certificate. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing
Agreement.
In connection with such transfer, the Transferee does hereby certify
that it is not a "U.S. Person" (within the meaning of Rule 902 Regulation S
under the Securities Act of 1933, as amended). This certificate and the
statements contained herein are made for your benefit and the benefit of the
Depositor, the Trustee and the Master Servicer.
[Insert Name of Transferor]
By: _____________________________
Name:
Title:
Dated:
EXHIBIT N
FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K
Re: GS Mortgage Securities Trust 2007-GG10, Commercial Mortgage
Pass-Through Certificates, Series 2007-GG10 (the "Trust"), issued
pursuant to the Pooling and Servicing Agreement, dated as of July 1,
2007 (the "Pooling and Servicing Agreement"), among GS Mortgage
Securities Corporation II, as depositor (the "Depositor"), Xxxxx
Fargo Bank, N.A., as trustee (the "Trustee"), Wachovia Bank,
National Association, as master servicer (the "Master Servicer"),
and CWCapital Asset Management LLC, as special servicer
I, [identifying the certifying individual], the [title] of GS
Mortgage Securities Corporation II, the depositor into the above-referenced
Trust, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form
10-D required to be filed in respect of period covered by this annual
report on Form 10-K, of the Trust (the "Exchange Act Periodic Reports");
2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole, do 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
with respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered
by this report is included in the Exchange Act Periodic Reports;
4. Based on my knowledge and the servicer compliance statement(s) required in
this report under Item 1123 of Regulation AB, and except as disclosed in
the Exchange Act Periodic Reports, the master servicer and the special
servicer have fulfilled their obligations under the pooling and servicing
agreement in all material respects; and
5. All of the reports on assessment of compliance with servicing criteria and
their related attestation reports on assessment of compliance with
servicing criteria required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Wachovia Bank, National
Association, CWCapital Asset Management LLC and Xxxxx Fargo Bank, N.A.
Date: _________________________
______________________________________________
[Signature]
[Title]
EXHIBIT O-1
FORM OF INVESTOR CERTIFICATION
[Date]
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS) - GS Mortgage Securities Trust
2007-GG10, Commercial Mortgage Pass-Through Certificates
Series 2007-GG10
In accordance with Section 4.02 of the Pooling and Servicing Agreement,
dated as of July 1, 2007 (the "Agreement"), by and among GS Mortgage Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, and Xxxxx Fargo
Bank, N.A., as Trustee (the "Trustee"), with respect to the above-referenced
certificates (the "Certificates"), the undersigned hereby certifies and agrees
as follows:
1. The undersigned is a beneficial owner or prospective purchaser of
the Class ___ Certificates.
2. The undersigned is requesting access pursuant to the Agreement to
certain information (the "Information") on the Trustee's website and/or is
requesting the information identified on the schedule attached hereto (also, the
"Information") pursuant to the provisions of the Agreement.
3. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an
evaluation in connection with purchasing the related Certificates, from its
accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Trustee, be
otherwise 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.
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 Certificate not
previously registered 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.
6. Capitalized terms used but not defined herein shall have the
respective meanings assigned thereto in the Agreement.
IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized signatory, as of the day and year written above.
______________________________________________
Beneficial Owner or Prospective Purchaser
By: __________________________________________
Name:_________________________________________
Title:________________________________________
Company:______________________________________
Phone:________________________________________
EXHIBIT O-2
FORM OF CONFIDENTIALITY AGREEMENT
GS Mortgage Securities Corporation II
Attention: GS Mortgage Securities Trust 2007-GG10, Commercial Mortgage
Pass-Through Certificates, Series 2007-GG10
Re: Information regarding Attention: GS Mortgage Securities Trust
2007-GG10, Commercial Mortgage Pass-Through Certificates, Series
2007-GG10
Ladies and Gentlemen:
In connection with the GS Mortgage Securities Trust 2007-GG10,
Commercial Mortgage Pass-Through Certificates, Series 2007-GG10 (the
"Certificates"), we acknowledge that we will be furnished by Wachovia Bank,
National Association as Master Servicer and/or CWCapital Asset Management LLC as
Special Servicer (and may have been previously furnished) with certain
information (the "Information"). For the purposes of this letter agreement (this
"Agreement"), "Representative" of a Person refers to such Person's directors,
officers, employees, and agents; and "Person" refers to any individual, group or
entity.
In connection with and in consideration of our being provided with
Information, we hereby acknowledge and agree that we are requesting and will use
the Information solely for purposes of making investment decisions with respect
to the above-referenced Certificates and will not disclose such Information to
any other Person or entity unless required to do so by law; provided such
Information may be disclosed to the auditors and regulators of the undersigned
or to any person or entity that is contemplating the purchase of any Certificate
held by the undersigned or of an interest therein, but only if such person or
entity confirms in writing such contemplation of a prospective ownership
interest and agrees in writing to keep such Information confidential.
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.
This Agreement shall not apply to any of the Information which: (i)
is or becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by us or any of our Representatives; (ii)
becomes lawfully available to us on a non-confidential basis from a source other
than you or one of your Representatives, which source is not bound by a
contractual or other obligation of confidentiality to any Person; or (iii) was
lawfully known to us on a non-confidential basis prior to its disclosure to us
by you.
Capitalized terms used but not defined herein shall have the
meanings assigned thereto in that certain Pooling and Servicing Agreement, dated
as of July 1, 2007, by and among GS Mortgage Securities Corporation II, as
Depositor, Wachovia Bank, National Association, as Master Servicer, CWCapital
Asset Management LLC, as Special Servicer, and Xxxxx Fargo Bank, N.A., as
Trustee (the "Trustee").
This Agreement, when signed by us, will constitute our agreement
with respect to the subject matter contained herein.
Very truly yours,
[NAME OF ENTITY]
By:._____________________________
Name:____________________________
Title:___________________________
Company:_________________________
Phone:___________________________
cc: GS Mortgage Securities Corporation II
Trustee
EXHIBIT P-1
FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY THE TRUSTEE
Re: GS Mortgage Securities Trust 2007-GG10, Commercial Mortgage
Pass-Through Certificates, Series 2007-GG10 (the "Trust"), issued
pursuant to the Pooling and Servicing Agreement, dated as of July 1,
2007 (the "Pooling and Servicing Agreement"), among GS Mortgage
Securities Corporation II, as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as
Special Servicer, and Xxxxx Fargo Bank, N.A., as Trustee
I, [identifying the certifying individual], a [title] of [TRUSTEE],
certify to GS Mortgage Securities Corporation II and its officers, directors and
affiliates, 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 20__,
and all reports on Form 10-D required to be filed in respect of periods
covered by that annual report on Form 10-K, of the Trust (the "Exchange
Act Periodic Reports");
2. Based on my knowledge, the distribution information in Exchange Act
Periodic 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 with respect to the period covered by that
report on Form 10-K;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided to the paying agent by the master
servicer and the special servicer under the pooling and servicing
agreement for inclusion in the Exchange Act Periodic Reports is included
in such reports; and
4. The report on assessment of compliance with servicing criteria and the
related attestation report on assessment of compliance with servicing
criteria required to be delivered by the Trustee in accordance with
Section 10.10 and Section 10.11 of the pooling and servicing agreement
discloses all material instances of noncompliance with the Relevant
Servicing Criteria.
Date: _________________________
XXXXX FARGO BANK, N.A.
By: ____________________________
[Name]
EXHIBIT P-2
FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
BY THE MASTER SERVICER
Re: GS Mortgage Securities Trust 2007-GG10, Commercial Mortgage
Pass-Through Certificates, Series 2007-GG10 (the "Trust"), issued
pursuant to the Pooling and Servicing Agreement, dated as of July 1,
2007 (the "Pooling and Servicing Agreement"), by and among GS
Mortgage Securities Corporation II, as Depositor, Wachovia Bank,
National Association, as Master Servicer, CWCapital Asset Management
LLC, as Special Servicer, and Xxxxx Fargo Bank, N.A., as Trustee
I, [identify the certifying individual], a [title] of [MASTER
SERVICER], certify to GS Mortgage Securities Corporation II 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 servicing reports relating to the Trust Fund
delivered by the Master Servicer to the Trustee covering the fiscal year 20__;
2. Based on my knowledge, and assuming the accuracy of the
statements required to be made in the corresponding certificate of the Special
Servicer (to the extent such statements are relevant to the statements made in
this certification by the Master Servicer), the servicing information in these
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
with respect to the period covered by these servicing reports;
3. Based on my knowledge, and assuming the accuracy of the
statements required to be made in the corresponding certificate of the Special
Servicer (to the extent such statements are relevant to the statements made in
this certification by the Master Servicer), the servicing information required
to be provided in these servicing reports to the Trustee by the Master Servicer
under the pooling and servicing agreement is included in the servicing reports
delivered by the Master 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 compliance review conducted in preparing the servicer
compliance statement required under Section 10.09 of the pooling and servicing
agreement with respect to the Master Servicer, and except as disclosed in such
compliance statement delivered by the Master Servicer under Section 10.09 of the
pooling and servicing agreement, the Master Servicer has fulfilled its
obligations under the pooling and servicing agreement in all material respects
in the year to which such review applies; and
Further, notwithstanding the foregoing certifications, the Master
Servicer does not make any certification under the foregoing clauses 1 through 5
that is in turn dependent (i) upon information required to be provided by any
sub-servicer acting under a sub-servicing agreement that the Master Servicer
entered into in connection with the issuance of the Certificates, or upon the
performance by any such sub-servicer of its obligations pursuant to any such
sub-servicing agreement, in each case beyond the respective backup
certifications actually provided by such sub-servicer to the Master Servicer
with respect to the information that is subject of such certification, or (ii)
upon information required to be provided by the Other Master Servicers or upon
the performance by the Other Master Servicers of their obligations pursuant to
the applicable Other Pooling Agreement, in each case beyond the backup
certification actually provided by such Other Master Servicer to the Master
Servicer with respect to the information that is the subject of such
certification; provided that this clause (ii) shall not apply in the event the
Master Servicer is, or is an Affiliate of, the applicable Other Master Servicer.
5. The report on assessment of compliance with servicing criteria
and the related attestation report on assessment of compliance with servicing
criteria required to be delivered in accordance with Section 10.10 and Section
10.11 of the pooling and servicing agreement discloses all material instances of
noncompliance with the Relevant Servicing Criteria.
Date: _________________________
WACHOVIA BANK, NATIONAL ASSOCIATION
By:____________________________
[Name]
EXHIBIT P-3
FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
BY THE SPECIAL SERVICER
Re: GS Mortgage Securities Trust 2007-GG10, Commercial Mortgage
Pass-Through Certificates, Series 2007-GG10 (the "Trust"), issued
pursuant to the Pooling and Servicing Agreement, dated as of July 1,
2007 (the "Pooling and Servicing Agreement"), among GS Mortgage
Securities Corporation II, as depositor (the "Depositor"), Xxxxx
Fargo Bank, N.A., as trustee (the "Trustee"), Wachovia Bank,
National Association, as master servicer (the "Master Servicer") and
CWCapital Asset Management LLC, as special servicer
I, [identify the certifying individual], a [title] of [SPECIAL
SERVICER], certify to GS Mortgage Securities Corporation II 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. Based on my knowledge, the servicing information in the servicing
reports or information relating to the trust fund delivered by the Special
Servicer to the Master Servicer covering the fiscal year 20__, 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 with respect
to the period covered by these servicing reports;
2. Based on my knowledge, the servicing information required to be
provided to the Master Servicer by the Special Servicer under the pooling and
servicing agreement for inclusion in the reports to be filed by the Trustee is
included in the servicing reports delivered by the Special Servicer to the
Master Servicer;
3. I am responsible for reviewing the activities performed by the
Special Servicer under the pooling and servicing agreement and based upon my
knowledge and the compliance review conducted in preparing the servicer
compliance statement required under Section 10.09 of the pooling and servicing
agreement with respect to the Special Servicer, and except as disclosed in such
compliance statement delivered by the Special Servicer under Section 10.09 of
the pooling and servicing agreement, the Special Servicer has fulfilled its
obligations under the pooling and servicing agreement in all material respects
in the year to which such review applies; and
4. The report on assessment of compliance with servicing criteria
and the related attestation report on assessment of compliance with servicing
criteria required to be delivered in accordance with Section 10.10 and Section
10.11 of the pooling and servicing agreement discloses all material instances of
noncompliance with the Relevant Servicing Criteria.
Date: _________________________
CWCAPITAL ASSET MANAGEMENT LLC
By:____________________________
[Name]
[Title]
EXHIBIT Q
TRUSTEE CERTIFICATION/EXCEPTION REPORT
None.
Collateral ID Property Name Loan Amount DocType Exception Exception Description
------------- ------------------------ ------------- ------- --------- ---------------------
492007GG10 Xxxxxxx Office Center 35,000,000.00 ALNV 01 MISSING
492007GG10 Xxxxxxx Office Center 35,000,000.00 NOTE 01 MISSING
1162007GG10 Homewood Suites 10,500,000.00 ALNV 01 MISSING
1452007GG10 Val Vista Gateway Center 7,000,000.00 ALNV 01 MISSING
1472007GG10 Joppatowne Plaza 7,000,000.00 ALNV 01 MISSING
1522007GG10 Festival Foods 6,712,000.00 ALNV 01 MISSING
Collateral ID Notation
------------- -----------------------------------------------------------
492007GG10 REC'D COPY; ORIGINAL S/B ON HAND 7/10/2007
492007GG10 RECEIVED NOTE COPY FOR $45,000,000.00; SCHD: $35,000,000.00 Note is in process of being split
1162007GG10 REC'D COPY; ORIGINAL S/B ON HAND 7/10/2007
1452007GG10 REC'D COPY; ORIGINAL S/B ON HAND 7/10/2007
1472007GG10 REC'D COPY; ORIGINAL S/B ON HAND 7/10/2007
1522007GG10 REC'D COPY; ORIGINAL S/B ON HAND 7/10/2007
EXHIBIT R
FORM OF NOTICE TO OTHER MASTER SERVICER
July [__], 2007
VIA FACSIMILE
[Other Master Servicer's Address]
Attention: [__________________]
Re: GS Mortgage Securities Trust 2007-GG10, Commercial Mortgage
Pass-Through Certificates, Series 2007-GG10 and the [____] Mortgage
Loan
Dear [_____________]:
GS Mortgage Securities Trust 2007-GG10, Commercial Mortgage
Pass-Through Certificates, Series 2007-GG10 (the "Trust Fund") is the Note [__]
Holder, as such term is defined under the [__] Intercreditor Agreement dated as
of [______], by and among [________], as Note [__] Holder , [__], as Note [__]
Holder and [__], as Note [__] Holder. Note [__] is being serviced pursuant to
the terms of a Pooling and Servicing Agreement, dated as of [__], by and among
[__], as depositor, [__], as servicer, [__], as special servicer, [__], as
trustee, and [__], as paying agent, as from time to time amended, supplemented
or modified (the "[__] Pooling Agreement"). Xxxxx Fargo Bank, N.A., as trustee
for the registered holders of the Trust Fund hereby directs [__], as servicer
under the [__] Pooling Agreement, as follows:
[__] shall remit the amount payable in accordance with the [__]
Intercreditor Agreement and the [__] Pooling Agreement due to the Note [__]
Holder on such days as specified in Section [__] of the [__] Pooling Agreement
to Wachovia Bank, National Association, as Servicer of the Trust Fund (the
"Servicer"), to the account set forth on Schedule I hereto in accordance with
the terms of the [__] Pooling Agreement;
Thank you for your attention to this matter.
XXXXX FARGO BANK, N.A., as Trustee for the Holders of the GS
Mortgage Securities Trust 2007-GG10, Commercial Mortgage Pass-Through
Certificates, Series 2007-GG10
Date: _________________________
XXXXX FARGO BANK, N.A.
By: ___________________________
[Name]
[Title]
EXHIBIT S
SUPPLEMENTAL SERVICER SCHEDULE
2007-GG10 Supplemental Servicer Schedule
Control Loan Mortgage
Number Number Loan Seller Property Name
-------- ------------- -------------------- -------------------------------------
1 00-1001221 GSMC Shorenstein Portland Portfolio
1.01 00-0000000-0 Lincoln Center
1.02 00-0000000-0 Xxxxx Xxxxx
1.03 00-0000000-0 Nimbus Corporate Center
1.04 00-0000000-0 Congress Center
1.05 00-0000000-0 Xxxxx Xxxxx V
1.06 00-0000000-0 Umpqua Bank Plaza
1.07 00-0000000-0 5800 & 6000 Xxxxxxx
1.08 00-0000000-0 River Forum 1 & 2
1.09 00-0000000-0 4900 & 0000 Xxxxxxx Xxxx
1.10 00-0000000-00 0000 Xxxxxxx Xxxx
1.11 00-0000000-00 0000 Xxxxx Xxx Xxxxx
1.12 00-0000000-00 Xxxxx Oaks II
1.13 00-0000000-00 Xxxxx Oaks I
1.14 00-0000000-00 Xxxxx Way Plaza I & II
1.15 00-0000000-00 0000 Xxxxxxx Xxxx
1.16 00-0000000-00 0000 Xxxxx Xxx Xxxxx
2 07-0209 GCFP/Xxxxxx Brothers Xxxxx Fargo Tower
3 07-0352 GCFP Two California Plaza
4 06-1099 GCFP TIAA RexCorp New Jersey Portfolio
4.01 06-1099 7 Giralda Farms
4.02 06-1099 1 Giralda Farms
4.03 06-1099 000 XXX Xxxxxxx
4.04 06-1099 3 Giralda Farms
4.05 06-1099 000 XXX Xxxxxxx
4.06 06-1099 00 Xxxxxxxx Xxxx
5 07-0195 GCFP 000 Xxxxxxxx Xxxxxx
6 00-1001220 GSMC Two Herald Square
7 06-1016 GCFP TIAA XxxXxxx Xxxxx
0 00-0000 XXXX XxXxxx Suites Portfolio
8.01 07-0170 Chesapeake
8.02 07-0170 Xxxxxxx
8.03 00-0000 Xxxxxxxxx Xxxxx
8.04 07-0170 Roswell
8.05 00-0000 Xxxxxxxx Xxxxx
8.06 07-0170 Ashley Phosphate
8.07 07-0170 Newport News North
8.08 00-0000 Xxxxxx Xxxx
8.09 00-0000 Xxxxxx Xxxxx
8.10 07-0170 Oxmoor
8.11 00-0000 Xxxxxxxxxxxx Xxxxxxxxx
8.12 07-0170 Mobile West
8.13 00-0000 Xxxxxxx Xxxxxxx
8.14 07-0170 Raleigh
8.15 07-0170 St. Xxxxxxx
8.16 07-0170 Xxxxxxxxxxxx Xxxx
0.00 00-0000 Xxxxxx Xxxx
8.18 07-0170 Dayton
8.19 07-0170 Douglasville
8.20 07-0170 Lilburn
8.21 07-0170 Columbus East
8.22 07-0170 Xxxxxxxxx
8.23 07-0170 Xxxxxxxx
8.24 07-0170 Xxxxxxxxxx Xxxxx
0.00 00-0000 Xxxxxxxx Xxxxxxxxx
8.26 07-0170 Columbus North
8.27 07-0170 Xxxxxxx
8.28 07-0170 Lithia Springs
8.29 07-0170 Pittsburgh
8.30 07-0170 UNC
8.31 07-0170 Xxxxxxxxxx Xxxxxxx
0.00 00-0000 Xxxxxxxxxx Xxxxx
8.33 07-0170 Gwinnett
8.34 07-0170 Woodstock
8.35 07-0170 Warner Xxxxxxx
9 07-0353 GCFP 000 Xxxxx Xxxx Xxxxxx
10 06-1086 GCFP Harbor Point Apartments
11 07-0056 GCFP/ Wachovia 000 Xxxx 00xx Xxxxxx
12 06-1300 GCFP/Xxxxxx Brothers 0000 X Xxxxxx
00 06-0959 GCFP 0000 Xxxxxx Xxxxxxxxx
14 06-1328 GCFP Disney Building
15 09-0001224 GSMC Lynnewood Gardens
16 07-0294 GCFP 00 Xxxxxxxx Xxxxxx
17 00-1001223 GSMC CARS Chauncey Ranch
18 07-0347 GCFP Xxxxxxxx Xxxxx
19 07-0354 GCFP Xxxxxxx Anaheim Portfolio
19.01 07-0354 500 Orange Tower
19.02 07-0354 24 Hour Fitness
20 07-0210 GCFP Great Escape Theatres
20.01 07-0210 New Albany 16
20.02 07-0210 Clarksville 16
20.03 07-0210 XxXxxxxxx 16
20.04 07-0210 Moline 14
20.05 07-0210 Xxxxxx 14
20.06 07-0210 Bowling Green 12
20.07 07-0210 X'Xxxxxx 14
20.08 07-0210 Williamsport 12
20.09 07-0210 Noblesville 10
20.10 07-0210 Seymour 8
20.11 07-0210 Bedford 7
21 09-0002579 GSMC Xxxxx Xxxxx Xxxxxx
00 00-0000 GCFP 000 Xxxxxxxx Xxxxxxxxx
23 06-1363 GCFP Hyatt Regency Penn's Landing
24 07-0138 GCFP Crescent
25 06-1326 GCFP 0000 00xx Xxxxxx
26 07-0126 GCFP Residence Inn Alexandria Old Town
27 09-0002554 GSMC Penn Center East
28 07-0078 GCFP 000 Xxxx Xxxxxxx Xxxxxxxxx
29 07-0247 GCFP National Plaza I, II, III
30 07-0358 GCFP 0000 Xxxxxxxxx Xxxxx
31 07-0094 GCFP 0000 X Xxxxxx
00 00-0000000 XXXX Rosemont Commons
33 06-1370 GCFP The Wharf at Rivertown
34 07-0428 GCFP Xxxxxxx Xxxx Xxxxxx
00 00-0000 XXXX Xxxxx Xxxx
36 06-1171 GCFP Crown Pointe/Xxxxxx Xxxx
36.01 06-1171 Xxxxx Xxxxxx
00.00 00-0000 Xxxxxx Xxxx
37 07-0135 GCFP GP2
37.01 00-0000 Xxxxxxxxxx Xxxxxx Xxxxxxxx
37.02 07-0135 Staybridge Suites Memphis
37.03 07-0135 Surburban Extended Stay Sterling
37.04 07-0135 Candlewood Suites Xxxx Xxxx
37.05 07-0135 Surburban Extended Stay Wilmington
37.06 07-0135 Surburban Extended Stay Jacksonville
38 09-0002623 GSMC One Financial Plaza
39 07-0145 GCFP Holiday Inn Portfolio (Fixed)
39.01 07-0145 Holiday Inn Lansing
39.02 07-0145 Holiday Inn Express Pensacola
39.03 00-0000 Xxxxx Xxxxx - Xxxxx Xxxxxx
39.04 07-0145 Holiday Inn Pensacola
39.05 07-0145 Holiday Inn Greentree Pittsburgh
39.06 07-0145 Holiday Inn Winter Haven
39.07 00-0000 Xxxxxx Xxxxx Macon
39.08 07-0145 Holiday Inn York
39.09 07-0145 Holiday Inn Sheffield
39.10 07-0145 Ramada Charleston
39.11 07-0145 Holiday Inn Lancaster
40 09-0002661 GSMC 000 Xxxxxxx Xxxxxx
41 07-0079 GCFP Xxxxxx Airport Center II
41.01 07-0079 000 Xxxxx Xxxxx
41.02 07-0079 000 Xxxxx Xxxxxxx Xxxxx
41.03 07-0079 000 Xxxxx Xxxxxxx Xxxxx
41.04 07-0079 000 Xxxxx Xxxxx
41.05 07-0079 000 Xxxxx Xxxxxxx Xxxxx
42 07-0429 GCFP 3800 Xxxxxxx
43 07-0044 GCFP Lakeside at White Oak
44 07-0108 GCFP Hyatt Regency Albuquerque
45 06-1368 GCFP Riverpark I & II
45.01 06-1368 Riverpark I
45.02 06-1368 Riverpark II
46 06-1192 GCFP Hotel Xxxxxxx
47 09-0002614 GSMC Magnolia Hotel Denver
48 09-0002595 GSMC Ballantyne Resort
49 09-0002608 GSMC Xxxxxxx Xxxxxx Xxxxxx
00 00-0000 XXXX Xxxxx Retail Portfolio
50.01 00-0000 Xxxxxxxxxx Xxxxxx
50.02 00-0000 Xxxxxxxx Xxxxxxxx Xxxxxx
50.03 07-0034 Live Oak Shopping Center
50.04 00-0000 Xxxxxxxx Xxxxxx
50.05 00-0000 Xxxxxxx Xxxxxx
50.06 00-0000 Xxxx Xxxxx Xxxxxx
51 06-1281 GCFP Pavilion at Lansdale
52 06-1443 GCFP Commonwealth Square
53 06-1369 GCFP Whitehorse Road
54 06-1195 GCFP 000 Xxxx Xxxxxx
55 07-0196 GCFP CitiFinancial
56 07-0234 GCFP Doubletree Bayside - Boston, MA
57 09-0002594 GSMC Park Building
58 09-0002626 GSMC Montvale Center
59 06-1371 GCFP BPG Pennsylvania Properties
59.01 06-1371 000 Xxxxxxx Xxxx
59.02 06-1371 Two Xxxxxxx Place
59.03 06-1371 000 Xxxxxxxxxx Xxxxx
59.04 06-1371 0000 Xxxxxx Xxxx
60 06-1311 GCFP Hawaii Self-Storage: Salt Lake
61 09-0002556 GSMC Skypark Plaza Shopping Center
62 06-1417 GCFP Credence Systems Corp
63 07-0043 GCFP 000 Xxxxx Xxxxx
64 09-0002537 GSMC Shoppes at Centre Pointe
65 07-0214 GCFP Tempe Commerce
66 07-0242 GCFP Avion Lakeside
67 06-1413 GCFP Dulles Corporate Center
68 06-1401 GCFP Xxxxx Town Center
69 09-0002591 GSMC Marketplace at the Lakes
70 06-1173 GCFP Home Depot South San Francisco
71 06-1420 GCFP Fountains at Fair Oaks
72 09-0002642 GSMC Lehigh Valley Buildings
73 06-1374 GCFP Hawaii Self-Storage: Pearl City
74 09-0002625 GSMC Avalon Peaks
75 09-0002612 GSMC Harbor Club Apartments
76 06-0864 GCFP Harbor Corporate Center
77 06-1421 GCFP Renaissance Park
78 09-0002265 GSMC Pasadena Medical
79 09-0002552 GSMC Horizon Town Center
80 06-1399 GCFP Xxxxx
81 09-0002618 GSMC Plaza Rancho Del Oro Shopping Center
82 09-0002589 GSMC Energy Park Place & Energy Park Drive
83 07-0097 GCFP Securlock Self Storage Portfolio
83.01 07-0097 Securlock Self Storage Xxxxx
83.02 07-0097 Securlock Self Storage Plano
83.03 07-0097 Securlock Self Storage Fort Worth
83.04 07-0097 Securlock Self Storage Coppell
84 09-0002575 GSMC Embassy Suites Hotel
85 06-1422 GCFP Canyon Terrace
86 07-0366 GCFP 840 Xxxxx
87 07-0194 GCFP Shops on Sage
88 06-1451 GCFP Templetown Properties
88.01 06-1451 0000 X Xxxxx Xxxxxx
88.02 06-1451 Xxxxxxxxxx (1429 N 15th)
88.03 06-1451 0000 X 00xx Xxxxxx
88.04 06-1451 0000 X 00xx Xxxxxx
88.05 06-1451 0000 Xxxx Xxxxxxx Xxxxxx
88.06 06-1451 0000 X 00xx Xxxxxx
88.07 06-1451 0000 X. 00xx Xxxxxx
88.08 06-1451 0000 X 00xx Xxxxxx
88.09 06-1451 0000 X. 00xx Xxxxxx
88.10 06-1451 0000 Xxxxxxxxx Xxxxxx
88.11 06-1451 0000 X Xxxxxxx Xxxxxx
88.12 06-1451 0000 X Xxxxxxx Xxxxxx
88.13 06-1451 0000 Xxxx Xxxxxx Xxxxxx
88.14 06-1451 0000 X 00xx Xxxxxx
88.15 06-1451 0000 Xxxxxxxxxx Xxxxxx
88.16 06-1451 0000 Xxxxxxxxxx Xxxxxx
88.17 06-1451 0000 Xxxx Xxxxxxxxxxx Xxxxxx
88.18 06-1451 0000 Xxxxxxxxxx Xxxxxx
88.19 06-1451 0000 X 00xx Xxxxxx
88.20 06-1451 0000 Xxxx Xxxxxxxxxxx Xxxxxx
88.21 06-1451 2229 N Park
88.22 06-1451 0000 Xxxx Xxxxxxx Xxxxxx
88.23 06-1451 0000 X Xxxxxxxx Xxxxxx
88.24 06-1451 0000 Xxxxxxxx Xxxxxx
88.25 06-1451 0000 Xxxxxxxx Xxxxxx
88.26 06-1451 0000 Xxxxxxxx Xxxxxx
88.27 06-1451 0000 Xxxxxxxx Xxxxxx
88.28 06-1451 0000 Xxxxxxxx Xxxxxx
88.29 06-1451 0000 Xxxxxxxx Xxxxxx
88.30 06-1451 0000 Xxxxxxxx Xxxxxx
88.31 06-1451 0000 Xxxxxxxx Xxxxxx
88.32 06-1451 0000 X 00xx Xxxxxx
88.33 06-1451 0000 X Xxxxxxxx Xxxxxx
88.34 06-1451 0000 Xxxxxxxxxx Xxxxxx
88.35 06-1451 0000 Xxxxxxx Xxxxxx
88.36 06-1451 0000 Xxxxxxx Xxxxxx
88.37 06-1451 0000 Xxxxxx Xxxxxx
88.38 06-1451 0000 Xxxxxxx Xxxxxx
88.39 06-1451 0000 X 00xx Xxxxxx
88.40 06-1451 0000 Xxxxxxx Xxxxxx
88.41 06-1451 0000 Xxxxxxxxxx Xxxxxx
88.42 06-1451 0000 Xxxxxxxxxx Xxxxxx
88.43 06-1451 0000 Xxxx Xxxxxx
88.44 06-1451 0000 Xxxxxx Xxxxxx
88.45 06-1451 0000 Xxxxxx Xxxxxx
88.46 06-1451 0000 Xxxxxxxxxx Xxxxxx
88.47 06-1451 0000 Xxxxxxxxxx Xxxxxx
88.48 06-1451 0000 X Xxxxxxxx Xxxxxx
89 09-0002550 GSMC Garden View Xxxxxxx Xxxxx
00 00-0000000 XXXX Xxxxxxxx Xxxxxxxxx Corporate Center
91 09-0002592 GSMC Keystone Apartments
92 09-0002647 GSMC Mira Loma Shopping Center
93 09-0002560 GSMC Marketplace at South River Colony
94 09-0002613 GSMC Rocca Apartments
95 09-0002636 GSMC Drug Store Portfolio
95.01 00-0000000-0 Fayette Town Center
95.02 00-0000000-0 Eckerd's
95.03 00-0000000-0 Walgreens
95.04 00-0000000-0 CVS
96 09-0002628 GSMC Arrowhead Creekside
97 09-0002576 GSMC Boulevard Center II
98 09-0002500 GSMC Bethel Station
99 09-0002633 GSMC Xxxxxxx Corners
100 09-0002584 GSMC Westside Plaza
101 07-0019 GCFP 00-0000 Xxxxxxxx Xxxxxx
102 09-0002564 GSMC Foothill Village Oaks
103 07-0180 GCFP The Pennsylvania Business Center
103.01 07-0180 Pennsylvania Business Center
103.02 07-0180 Xxxxxx Building
104 06-1308 GCFP Dockside 500
105 07-0006 GCFP Ashley Place Apartments
106 06-1445 GCFP Kmart Center
107 09-0002434 GSMC Manchester Stadium 16
108 07-0179 GCFP Fairview Industrial Park
109 09-0002639 GSMC ANC Corporate Center II
110 09-0002606 GSMC Vista Palomar Park
111 09-0002538 GSMC Bergen Village
112 09-0002632 GSMC Ashley Furniture and Gordmans
113 06-1457 GCFP 0xx Xxxxxx Marketplace
114 07-0176 GCFP 0000 00xx Xxxxx XX
115 07-0236 GCFP 000 Xxxxxxxxx Xxxxx
116 09-0002648 GSMC Homewood Suites
117 09-0002539 GSMC Plantation Plaza Shopping Center
118 06-1444 GCFP Glenbrook Shopping Center
119 06-0996 GCFP LA Fitness Xxxxxxx
120 09-0002582 GSMC Summerhill Place Apartments
121 09-0002657 GSMC Parkway Center
122 06-1432 GCFP US Storage - Norwalk
123 06-0850 GCFP Hampton Inn Omaha
124 06-1272 GCFP Homewood Suites - Charlotte
125 09-0002610 GSMC 15th & Spruce
126 09-0002586 GSMC 000 Xxx Xxxxxxx Xxxxx
127 09-0002602 GSMC Liberty Park
128 07-0232 GCFP Country Inn & Suites Portfolio
128.01 00-0000 Xxxxxxx Xxx & Xxxxxx - Xxxxx Xxxxx
128.02 07-0232 Country Inn & Suites - Waterloo
129 09-0002559 GSMC Corporate Lakes I
130 09-0002570 GSMC Highlands Ranch Marketplace
131 09-0002619 GSMC Quail Plaza
132 09-0002578 GSMC Canyon Creek Plaza
133 09-0002540 GSMC Xxxxxx Building
134 09-0002481 GSMC Gold's Gym
135 09-0002547 GSMC Xxxxxx Cypress Market Place
136 09-0002493 GSMC Xxxx Business Center
137 07-0205 GCFP Cobblestone Creek Apartments
138 07-0008 GCFP Casa Xxxxx Apartments
139 07-0061 GCFP 0000 Xxxxx Xxxxxxxxx Xxxxxx
140 09-0002419 GSMC Xxxxxx Xxxxxxx MAB
141 07-0076 GCFP 000 Xxxxx Xxxxxx Xxxxx
142 09-0002557 GSMC 0000 Xxxxxxxx
000 00-0000 GCFP 000 Xxxxx Xxxx
144 06-1365 GCFP Xxxxxxx Chaska MN
145 09-0002511 GSMC Val Vista Gateway Center
146 09-0002580 GSMC Xxxxxxxx Hills Shopping Center
147 09-2001024 GSMC Joppatowne Plaza
148 09-0002553 GSMC 0000 Xxxx Xxxxx Xxxxxx
149 09-0002563 GSMC 000 Xxxxxxxxxx Xxxxxxx
150 09-0002525 GSMC KLC Shopping Center
151 09-0002526 GSMC Normandy Center
152 09-0002643 GSMC Festival Foods
153 09-0002546 GSMC 000 Xxxxxxxxxx Xxxx
154 09-0002508 GSMC JMS Portfolio
154.01 00-0000000-0 Medical Arts
154.02 00-0000000-0 Xxxxx Building
154.03 00-0000000-0 Weatherfield Building
155 06-1282 GCFP Villas of La Costa
156 07-0129 GCFP US Storage - Baltimore
157 09-0002551 GSMC 0000 Xxxx xx Xxxxxx Xxxxx
158 09-0002585 GSMC Centre Drive MAB
159 06-1410 GCFP 0000 Xxxxxxxxxx Xxxxxx
160 09-0002634 GSMC Xxxxxxx Office Building
161 09-0002604 GSMC Xxxxxxxx Medical
162 09-0002599 GSMC Woodlands Crossing
163 07-0134 GCFP Variel Apartments
164 09-0002534 GSMC 0000 Xxxxxxxx Xxxxxx
165 09-0002568 GSMC 00 Xxxxxx Xxxx Xxxx
166 07-0231 GCFP Xxxxxxx Plaza
167 09-0002558 GSMC Laurel Theater Apartments
168 09-0002577 GSMC Foundry
169 06-1424 GCFP Fairfield Inn Asheville Airport
170 07-0054 GCFP Secure Storage
171 09-0002574 GSMC Berkshire Office Building
172 09-0002605 GSMC 0000 Xxxxxxxx Xxxxxxx
173 09-0002607 GSMC Xxxxxxx Square Shopping Center
174 06-1400 GCFP Xxxxxx
175 07-0174 GCFP 00000 Xxxxx Xxxxxxxxx
176 09-0002513 GSMC Heritage Trace Center
177 06-0925 GCFP A+ Storage Hermitage
178 09-0002405 GSMC Xxxxx Marketplace Plaza V
179 07-0141 GCFP Mini U Storage - Forestville
180 09-0002571 GSMC Three Rivers Office
181 09-0002635 GSMC North Star Square
182 07-0009 GCFP Xxxxx Xxxxx Xxxx Xxxxxxxxxx
000 09-0002583 GSMC Xxxxx Xxxxxx Xxxxxx Xxxxxxxx
000 00-0000000 XXXX Xxxx Xxxxx Marketplace
185 09-0002587 GSMC Horseshoe Center
186 09-0002565 GSMC Starbucks & FedEx Center
187 09-0002615 GSMC Xxxxxxx Xxxxx Xxxxxx
000 00-0000 XXXX Xxxxxxx Apartments
189 07-0230 GCFP 000 Xxxxx Xxxxxx
190 06-0788 GCFP Stone Valley Drive
191 09-0002555 GSMC Xxxxx Retail Center
192 07-0099 GCFP Securlock Xxxxx
193 06-1407 GCFP Atascocita Self Storage
194 07-0140 GCFP Mini U Storage - Southfield
195 06-1276 GCFP Woodside Executive Park - F & G
196 09-0002473 GSMC Rite Aid - Summit
197 09-0002611 GSMC 0000 Xxxxx Xxxxxx
198 09-0002569 GSMC Desert Xxxx Center
199 06-1244 GCFP 0000 Xxxxx Xxxxxxx Xxxxxx
200 09-0002460 GSMC Florida City Shops
201 06-1448 GCFP 0000 Xxxxxxx Xxxx, Xxxxxxxx X
000 00-0000 GCFP 000 Xxxxxxxx Xxxx
Control
Number Borrower Name
-------- -------------------------------------------------------------------------------------------------------------------------
1 Nimbus Center LLC, Umpqua Plaza LLC, Lincoln Center LLC, River Forum LLC, Xxxxx Way LLC, OR-Meadow Lake Oswego L.L.C.,
OR-Xxxxx Oaks, L.L.C., OR-Xxxxx Xxxxx L.L.C., and OR-Congress Center Limited Partnership
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
2 North Tower, LLC
3 XXXXXXX PROPERTIES- TWO CAL PLAZA, LLC
4 Xxx 1 Giralda SPE Farms LLC; 3 Giralda Farms SPE LLC; Xxx 7 Giralda Farms SPE LLC; 00 Xxxxxxxx Xxxx SPE LLC; 000/000 XXX
Xxxxxxx SPE LLC
4.01
4.02
4.03
4.04
4.05
4.06
5 400 Atlantic Title, LLC
6 SLG 2 Herald LLC and GKK 2 Herald LLC
7 RexCorp Plaza SPE LLC
8 Intown Properties I, LLC; Intown Properties II, LLC; Intown Properties IV, LLC; Intown Properties V, LLC; Intown
Properties VI, LLC; Intown Suites Pittsburgh, LLC; BEC Charleston Central, LLC; BEC Atlanta Gwinnett, LLC; Intown Suites
Xxxxxxx, LLC; Intown
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9 Xxxxxxx Properties-550 South Hope, LLC
10 Harbor Point Apartments Company Limited Partnership
11 Charney-FPG 000 00xx Xxxxxx, LLC
12 1615 L Street/Saybrooke Commons L.L.C.; Hayfield Investors, L.L.C.; 0000 X Xxxxxx/Xxxxxxxxx Xxxxxxx L.L.C.
13 Mani Brothers 9200 Sunset (DE), LLC
14 CREP 3800 Holdings, LLC
15 Lynnewood Real Estate Limited Partnership
16 Railroad Properties LLC
17 CAR CHA L.L.C.
18 Xxxxxxxx Xxxxx Associates Limited Partnership
19 Xxxxxxx Properties-500 Orange Tower, LLC
19.01
19.02
20 Cinescape Property, LLC
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
00 XXX-Xxxxx Xxxxxx LLC and MAC-State Square LLC
22 Xxxxxxxx 915 Wilshire LLC
23 Penn's Landing Partners Project, LLC
00 Xxxxxxxx Xxxxxxxx Properties, LLC
25 1125 Transwestern Broadreach, L.L.C.
26 Alexandria Hotel OC, LLC (Master Lessee); Alexandria Hotel Sponsor, LLC; Alexandria Hotel MM, LLC; Alexandria Hotel SM-1,
LLC; Alexandria Hotel SM-2, LLC; Alexandria Hotel SM-3, LLC; Alexandria Hotel SM-4, LLC; Alexandria Hotel SM-5, LLC;
Xxxxxxxxxx Xxxxx
00 XXX XX, XX
28 200 West Xxxxxxx - VEF VI, LLC
29 National Plaza I Property LLC; National Plaza II Property LLC; National Plaza III Property LLC
30 0000 Xxxxxxxxx Xxxxx Property LLC
31 Equity L Street, LLC
32 Rosemont Commons Delaware LLC
33 Rivertown Developers, L.P.
34 Mullrock Lincoln Town Center Fee, LLC
00 Xxxxx Xxxx Investments #2, LLC
36 Greenfield Lincoln Investments #2, LLC; Xxxxxx Xxxx Investments, LLC
36.01
36.02
37 Generation Properties II, LLC
37.01
37.02
37.03
37.04
37.05
37.06
38 One Financial Holdings LLC
39 Portfolio Cedar Rapids, LLC; Portfolio Charleston, LLC; Portfolio Lancaster, LLC; Portfolio Lansing, LLC; Portfolio
Macon, LLC; Portfolio Pensacola I, LLC; Portfolio Pensacola II, LLC; Portfolio Pittsburgh, LLC; Portfolio Sheffield, LLC;
Portfolio Winter
39.01
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11
40 Charleston Financial Center LLC
41 CIP Xxxxxx Xxxxxxxx Fixed Portfolio LLC
41.01
41.02
41.03
41.04
41.05
42 Xxxxxxx Properties-3800 Xxxxxxx, LLC
43 APP Lakeside Operating, LLC
44 GEM Lobos, LLC
45 BPG Office VI River Park I LP; BPG Office VI River Park II LP
45.01
45.02
00 Xxxxx Xxxxxx Hotel, L.L.C
47 HEP-Denver, LTD.
48 Ballantyne Resort, LLC and Bissell Hotels 7, LLC
49 Xxxxxxx Center LLC
50 Midland Xxxxxxx, X.X., Midland Sylvan, L.P., Midland 000 Xxxxxxx, X.X., Xxxxxxx Xxxxxx Xxxxx, L.P.
50.01
50.02
50.03
50.04
50.05
50.06
51 JGKM Associates LLC
52 Commonwealth Folsom, LLC
53 BPG Office VI Whitehorse LP
54 Rye King Associates LLC
00 XXXX Xxxx Xxxx Xxxxxxxx LLC
56 Bayside Club Hotel LLC
57 Park Building Partners, LLC
58 Montvale LLC
59 BPG Office VI Gravers LP; BPG Office VI Xxxxxx Xxxx, XX; BPG Office VI Electronic Drive, LP; BPG Office VI Xxxxxxx Place,
LP
59.01
59.02
59.03
59.04
60 SLSS Partners
61 Carwood Skypark, LLC, Sunray Skypark, LLC, Slaught Skypark, LLC, Sunburst Skypark, LLC, Investec Capital Reverse, LLC and
Investec Capital Skypark, LLC
62 NRFC Milpitas Holdings, LLC
63 Keystone 300 LLC
64 Xxxxxx, LLC
65 Tempe Commerce Investors, LLC
66 Avion Investment Partners, LLC
67 Sunrise Xxxxxxx, L.L.C.
00 Xxxxx Xxxx Xxxxx, XXX
00 Xxxx Xxxxxx Group Retail, LLC
70 SF ADP, LLC
71 Fair Oaks Fountains, LLC
72 CD Lehigh Valley Executive Campus, L.P. and XX Xxxxxx Associates, L.P.
73 PCSS Partners, LLC
74 CFK, Apex Land Co., LLC
75 Harmony Mill Limited Partnership
76 Xxxxxxxx Harbor LLC
77 Renaissance Park 176, LLC
78 Pasadena Physicians, LLC
79 Horizon-Xxxxxx-Xxxxxxxxx LLC, Horizon-Xxxxxxx-Xxxxxxxxx LLC, and Horizon-L&S Family-Xxxxxxxxx LLC
00 Xxxxx Xxxxxxxx Xxxx Dayton, LLC
81 PRDO Retail Investors, LP
00 Xxxxx & Xxxxx LLC
83 Houghton Properties, Ltd.
83.01
83.02
83.03
83.04
84 Laredo Skyline, Ltd.
00 Xxxxxx Xxxxxxx Folsom, LLC
86 CIP 840 Owner LLC
87 Shops on Sage Center, LTD.
88 Templetown Rentals, LP
88.01
88.02
88.03
88.04
88.05
88.06
88.07
88.08
88.09
88.10
88.11
88.12
88.13
88.14
88.15
88.16
88.17
88.18
88.19
88.20
88.21
88.22
88.23
88.24
88.25
88.26
88.27
88.28
88.29
88.30
88.31
88.32
88.33
88.34
88.35
88.36
88.37
88.38
88.39
88.40
88.41
88.42
88.43
88.44
88.45
88.46
88.47
88.48
89 SDCC Properties, LLC
00 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx Center, L.L.C.
91 1369 Hyde Ltd.
92 Mira Loma Investors LLC
93 M.O.R. South River, Inc.
94 Rocca Paces, LLC
95 Rome New York Properties, L.L.C., Fayette Town Center, LLC, Topeka Capital Square, L.L.C., and Bedford Boulevard
Properties, L.L.C.
95.01
95.02
95.03
95.04
96 Abart Properties VII LLC
97 NSS Colorado Boulevard Holdings, LLC
98 Bethel Station Group, LLC
99 Xxxxxxx Corners Associates, LLC
100 Westside Meshekoff Family Limited Partnership
101 G2000 Property, Corp.
000 Xxxxxxxx Xxxxxxx Xxxx, Inc.
103 XXXX PBC Xxxxxx, LLC, XXXX PBC Xxxxxx TIC I, LLC, XXXX PBC Xxxxxx TIC 2, LLC, XXXX PBC Xxxxxx TIC 3, LLC, XXXX RBC Xxxxxx
TIC 4, LLC, XXXX PBC Weslesy TIC 5, LLC and XXXX PBC Xxxxxx TIC 6, LLC, Xxxx Xxxxxx TIC 7, LLC
103.01
103.02
104 EV/L-A D500 LLC
000 Xxxxxx Xxxxx, LLC
000 Xxxxxxxx Xxxxx Partners, LLC
107 EPT Fresno, Inc. and EPT Manchester, Inc.
108 XXXX Fairview, LLC
000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx A, LLC
000 Xxxxx Xxxxxxx Xxxx Partners, L.P.
111 Bergen Village, LLC
000 Xxxx Xxxxxxxx Xxxxxx, XXX, XXX-Xxxxx Chute, LLC, and VPAP-Grand Chute, LLC
113 Xxxxxx Marketplace Partners, LLC
114 ECM Salem LLC
115 375 Rivertown Investors, LLC
116 Xxxx Hotel Property, LLC
117 Columbia Plantation Plaza, LLC
000 Xxxxxxxxx Xxxxxxxxx, LLC
119 Gemini Xxxxxxx S, LLC
120 H&B IV, LLC
000 Xxxxxxxxxxx Xxxxxxx Center, LLC
122 Westport Mini Storage Norwalk, LLC
123 CH Omaha Hotel Partners, LLC
124 Millroc/Charlotte Owner, LLC
125 15th. & Spruce Building, LLC
126 Castlemill, LLC
000 Xxxxxxx Xxxx I, LLC
128 Iowa Hotel Investors, LLC
128.01
128.02
129 Corporate Lakes Office, LLC
130 ACP HRM Investors, LLC
000 Xxxxx Xxxxx Investors, LLC
000 Xxxxxx Xxxxx Xxxxxxx, LLC
000 Xxxxxxx Xxxxxx Xxxxxx, LLC
134 P & P West Xxxxxxx, LLC
135 Houston Structures, LLC
136 Xxxx Business Center, LLC
000 Xxxxxxxxx Xxxxxxxxxxx Apartments, LLC
138 8142 S. Broadway, LLC
139 1623 North Sheffield, LLC
000 Xxxxxx Xxxxxx Associates, L.L.C. and Diamond Xxxxxx, L.L.C.
141 442 Civic Center Acquisitions, LLC
142 Wealth Enterprises, LLC
143 821 Xxxxx, LLC; Rains 821 Xxxxx Investment, LLC
144 Chaska Hazeltine Investors LLC
145 Granite Chief, L.L.C., Parish Mesa, L.L.C. and Xxxxxxx Mesa, L.L.C.
146 Sonora Crossroads Properties LLC
147 Joppatowne Acceptance Company, LLC
148 KB2, LLC, and 0000 Xxxx 0xx Xxx, LLC
149 Xxxxxx Properties, LLC
150 KLC Investment, Inc.
151 C.J.A. Commercial Realty Inc.
152 Festival Eau Claire, LLC, Festival Eau Claire 2, LLC, Festival Eau Claire 3, LLC, Festival Eau Claire 4, LLC, Festival
Eau Claire 5, LLC, Festival Eau Claire 6, LLC, Festival Eau Claire 7, LLC
153 633 Plymouth Associates, L.P.
154 JPM Holdings II, LLC
154.01
154.02
154.03
155 La Costa Babay, LTD.
000 Xxxxxxxx Xxxxxxxxx, LLC
157 RPI 2929 Carlisle, LTD.
000 Xxxxxx Xxxxxx Xxxxx MAB Associates, L.L.C.
159 0000 Xxxxxxxxxx Xxxxxx LLC
160 4476, LLC
161 Xxxxxxxx Medical Building Investors, LLC
162 Woodridge Management, LLC and 5248 Partners, LLC
163 VARIEL-I, LLC; VARIEL-W, LLC
164 0000 Xxxxxxxx Xxxxxx, LLC
165 00 Xxxxxx Xxxx Xxxx, LLC
000 Xxxxxxxxxx Xxxxx Associates, L.P.
167 Laurel Theater Apartment Associates, LLC
168 432 North Franklin Properties, LLC
169 Xxx Xxxxxx, LLC
170 Secure RV Storage, Inc
171 Berkshire Realty Group, LLC
172 0000 Xxxxxxxx Xxxxxxx, L.C.
173 Xxxxxxx BE LLC
174 Xxxxxx Service Center Dayton, LLC
175 W/B Pembroke Retail, LTD
176 Prominent Xxxxxx Center, LLC
177 A+ Storage Hermitage, L.P.
178 Plaza Five, LLC
179 Mini U Storage Forestville II RE LLC
180 Northside Offices, LLC
181 North Star Income Partners, L.P.
182 9212 Xxxxx, LLC
183 20341 Birch Street, LLC
184 NSS Gold Creek Shopping Center, LLC
185 R & M General Partnership
186 Theoden Assets, LLC
187 Four Boys IV, LLC
188 16275 Xxxxxxxx, LLC
189 405 Queen, LLC
000 Xxxxx Xxxxxx Xxxxx, LLC
191 Xxxxx Retail Properties, L.L.C.
192 Securlock at Xxxxx, LTD
193 Atascocita Self Storage, Inc.
194 Mini U Storage Southfield Limited Partnership
000 Xxxxxxxx Executive Partnership, LLC
196 Novogroder/Summit, LLC
197 0000 Xxxxx Xxxxxx, LLC
198 DGSC Shops D Investors, LLC
199 4510 Eastern, LLC
200 Florida City, L.L.C.
201 5301 Xxxxxxx F, LLC
202 000 Xxxxxxxx Xxxx, LLC
Original Remaining
Control General Detailed Original Amortization Term Amortization Term
Number Property Type Property Type Balance ($) (Mos.) (Mos.)
-------- ------------- -------------------------------- ----------- ------------------ ------------------
1 697,200,000 0 0
1.01 Office General Suburban
1.02 Office General Suburban
1.03 Office General Suburban
1.04 Office General Urban
1.05 Office General Suburban
1.06 Office General Urban
1.07 Office General Suburban
1.08 Office General Suburban
1.09 Office General Suburban
1.10 Office General Suburban
1.11 Office General Suburban
1.12 Office General Suburban
1.13 Office General Suburban
1.14 Office General Suburban
1.15 Office General Suburban
1.16 Office General Suburban
2 Office General Urban 550,000,000 0 0
3 Office General Urban 470,000,000 0 0
4 270,375,000 0 0
4.01 Office General Suburban
4.02 Office General Suburban
4.03 Office General Suburban
4.04 Office General Suburban
4.05 Office General Suburban
4.06 Office General Suburban
5 Office General Urban 265,000,000 0 0
6 Other Ground Lease 191,250,000 0 0
7 Office General Suburban 187,250,000 0 0
8 186,000,000 360 360
8.01 Hospitality Limited Service
8.02 Hospitality Limited Service
8.03 Hospitality Limited Service
8.04 Hospitality Limited Service
8.05 Hospitality Limited Service
8.06 Hospitality Limited Service
8.07 Hospitality Limited Service
8.08 Hospitality Limited Service
8.09 Hospitality Limited Service
8.10 Hospitality Limited Service
8.11 Hospitality Limited Service
8.12 Hospitality Limited Service
8.13 Hospitality Limited Service
8.14 Hospitality Limited Service
8.15 Hospitality Limited Service
8.16 Hospitality Limited Service
8.17 Hospitality Limited Service
8.18 Hospitality Limited Service
8.19 Hospitality Limited Service
8.20 Hospitality Limited Service
8.21 Hospitality Limited Service
8.22 Hospitality Limited Service
8.23 Hospitality Limited Service
8.24 Hospitality Limited Service
8.25 Hospitality Limited Service
8.26 Hospitality Limited Service
8.27 Hospitality Limited Service
8.28 Hospitality Limited Service
8.29 Hospitality Limited Service
8.30 Hospitality Limited Service
8.31 Hospitality Limited Service
8.32 Hospitality Limited Service
8.33 Hospitality Limited Service
8.34 Hospitality Limited Service
8.35 Hospitality Limited Service
9 Office General Urban 165,000,000 0 0
10 Multifamily Mid-Rise 160,500,000 480 480
11 Office General Urban 160,000,000 0 0
12 Office General Urban 138,613,339 0 0
13 Office General Urban 135,000,000 0 0
14 Office General Urban 135,000,000 0 0
15 Multifamily Garden 129,500,000 0 0
16 Office General Urban 124,000,000 0 0
17 Other Car Dealership 120,000,000 0 0
18 Retail Regional Mall 116,000,000 0 0
19 103,500,000 0 0
19.01 Office General Suburban
19.02 Retail Single Tenant
20 92,730,000 399 399
20.01 Retail Theatre
20.02 Retail Theatre
20.03 Retail Theatre
20.04 Retail Theatre
20.05 Retail Theatre
20.06 Retail Theatre
20.07 Retail Theatre
20.08 Retail Theatre
20.09 Retail Theatre
20.10 Retail Theatre
20.11 Retail Theatre
21 Office General Urban 87,550,000 0 0
22 Office General Urban 85,000,000 0 0
23 Hospitality Full Service 80,000,000 360 360
24 Mixed Use Multifamily/Retail 73,100,000 0 0
25 Office General Urban 70,000,000 0 0
26 Hospitality Limited Service 64,000,000 360 360
27 Office General Suburban 61,500,000 0 0
28 Office General Urban 57,500,000 0 0
29 Office General Suburban 40,050,000 0 0
30 Office General Suburban 16,748,000 0 0
31 Office General Urban 56,500,000 0 0
32 Retail Power Center / Big Box 55,500,000 0 0
33 Office General Suburban 55,200,000 0 0
34 Office General Suburban 55,000,000 0 0
35 Office General Suburban 31,189,427 360 360
36 21,910,573 360 360
36.01 Office General Suburban
36.02 Office General Suburban
37 52,300,000 0 0
37.01 Hospitality Limited Service
37.02 Hospitality Limited Service
37.03 Hospitality Limited Service
37.04 Hospitality Limited Service
37.05 Hospitality Limited Service
37.06 Hospitality Limited Service
38 Office General Urban 51,750,000 0 0
39 48,500,000 360 360
39.01 Hospitality Full Service
39.02 Hospitality Limited Service
39.03 Hospitality Full Service
39.04 Hospitality Full Service
39.05 Hospitality Full Service
39.06 Hospitality Full Service
39.07 Hospitality Full Service
39.08 Hospitality Full Service
39.09 Hospitality Full Service
39.10 Hospitality Full Service
39.11 Hospitality Full Service
40 Office General Urban 46,000,000 0 0
41 44,440,000 0 0
41.01 Office General Suburban
41.02 Office General Suburban
41.03 Office General Suburban
41.04 Office General Suburban
41.05 Office General Suburban
42 Office General Suburban 44,370,000 0 0
43 Multifamily Garden 43,200,000 360 360
44 Hospitality Full Service 43,000,000 0 0
45 39,200,000 0 0
45.01 Office General Suburban
45.02 Office General Suburban
46 Hospitality Full Service 36,000,000 360 360
47 Hospitality Full Service 35,800,000 360 360
48 Hospitality Full Service 35,500,000 0 0
49 Office General Suburban 35,000,000 360 360
50 33,400,000 360 360
50.01 Retail Strip Center
50.02 Retail Strip Center
50.03 Retail Strip Center
50.04 Retail Strip Center
50.05 Retail Strip Center
50.06 Retail Strip Center
51 Retail Anchored 32,000,000 664 659
52 Retail Anchored 31,680,000 0 0
53 Office General Suburban 31,120,000 0 0
54 Office General Suburban 31,000,000 0 0
55 Office General Suburban 27,700,000 0 0
56 Hospitality Full Service 26,500,000 360 360
57 Office General Urban 26,000,000 360 360
58 Office General Suburban 25,000,000 0 0
59 24,640,000 0 0
59.01 Office General Suburban
59.02 Office General Suburban
59.03 Office General Suburban
59.04 Office General Suburban
60 Self-Storage General, units/other storage 24,600,000 0 0
61 Retail Anchored 23,250,000 0 0
62 Office General Suburban 23,250,000 300 296
63 Office General Suburban 23,015,000 0 0
64 Retail Anchored 23,000,000 360 360
65 Office General Suburban 22,800,000 0 0
66 Office General Suburban 22,300,000 0 0
67 Office General Suburban 21,500,000 0 0
68 Retail Anchored 21,000,000 0 0
69 Retail Anchored 20,800,000 0 0
70 Other Land 20,000,000 360 358
71 Multifamily Garden 19,200,000 0 0
72 Office General Suburban 18,800,000 0 0
73 Self-Storage Urban, Mid-Rise 18,800,000 0 0
74 Multifamily Garden 18,350,000 0 0
75 Multifamily Garden 18,000,000 0 0
76 Office General Urban 18,000,000 0 0
77 Multifamily Garden 18,000,000 0 0
78 Office Medical 17,840,000 0 0
79 Retail Anchored 17,600,000 0 0
80 Industrial Warehouse 17,440,000 360 360
81 Retail Shadow Anchored 16,600,000 0 0
82 Office General Suburban 16,250,000 0 0
83 16,250,000 360 360
83.01 Self-Storage General, Units Only
83.02 Self-Storage General, Units Only
83.03 Self-Storage General, Units Only
83.04 Self-Storage General, Units Only
84 Hospitality Full Service 16,000,000 360 360
85 Multifamily Garden 16,000,000 0 0
86 Office General Suburban 15,320,000 0 0
87 Retail Strip Center 15,280,000 0 0
88 15,300,000 360 357
88.01 Multifamily Student Housing
88.02 Multifamily Student Housing
88.03 Multifamily Student Housing
88.04 Multifamily Student Housing
88.05 Multifamily Student Housing
88.06 Multifamily Student Housing
88.07 Multifamily Student Housing
88.08 Multifamily Student Housing
88.09 Multifamily Student Housing
88.10 Multifamily Student Housing
88.11 Multifamily Student Housing
88.12 Multifamily Student Housing
88.13 Multifamily Student Housing
88.14 Multifamily Student Housing
88.15 Multifamily Student Housing
88.16 Multifamily Student Housing
88.17 Mixed Use Retail/Student Housing
88.18 Multifamily Student Housing
88.19 Multifamily Student Housing
88.20 Mixed Use Retail/Student Housing
88.21 Multifamily Student Housing
88.22 Multifamily Student Housing
88.23 Multifamily Student Housing
88.24 Multifamily Student Housing
88.25 Multifamily Student Housing
88.26 Multifamily Student Housing
88.27 Multifamily Student Housing
88.28 Multifamily Student Housing
88.29 Multifamily Student Housing
88.30 Multifamily Student Housing
88.31 Multifamily Student Housing
88.32 Multifamily Student Housing
88.33 Multifamily Student Housing
88.34 Multifamily Student Housing
88.35 Multifamily Student Housing
88.36 Multifamily Student Housing
88.37 Multifamily Student Housing
88.38 Multifamily Student Housing
88.39 Multifamily Student Housing
88.40 Multifamily Student Housing
88.41 Multifamily Student Housing
88.42 Multifamily Student Housing
88.43 Multifamily Student Housing
88.44 Multifamily Student Housing
88.45 Multifamily Student Housing
88.46 Multifamily Student Housing
88.47 Multifamily Student Housing
88.48 Office General Urban
89 Office Medical 15,225,165 360 360
90 Office General Suburban 15,000,000 0 0
91 Multifamily Mid-Rise 15,000,000 0 0
92 Retail Anchored 14,880,000 0 0
93 Retail Anchored 14,500,000 0 0
94 Multifamily Mid-Rise 14,500,000 0 0
95 14,500,000 0 0
95.01 Retail Anchored
95.02 Retail Single Tenant Retail
95.03 Retail Single Tenant Retail
95.04 Retail Single Tenant Retail
96 Office General Suburban 14,500,000 0 0
97 Retail Shadow Anchored 14,250,000 0 0
98 Retail Anchored 14,000,000 0 0
99 Retail Shadow Anchored 14,000,000 0 0
100 Retail Anchored 13,200,000 360 360
101 Industrial Warehouse 13,100,000 0 0
102 Retail Shadow Anchored 12,600,000 360 360
103 12,000,000 360 360
103.01 Industrial Warehouse
103.02 Industrial Warehouse
104 Other Marina 12,000,000 360 360
105 Multifamily Garden 12,000,000 0 0
106 Retail Anchored 11,877,000 0 0
107 Retail Single Tenant Retail 11,865,000 300 297
108 Industrial Warehouse 11,300,000 360 360
109 Office General Suburban 11,100,000 0 0
110 Retail Unanchored 11,100,000 360 360
111 Retail Unanchored 11,000,000 360 360
112 Retail Anchored 10,760,000 0 0
113 Retail Anchored 10,720,000 0 0
114 Office General Suburban 10,664,000 0 0
115 Industrial Warehouse 10,560,000 0 0
116 Hospitality Limited Service 10,500,000 0 0
117 Retail Anchored 10,500,000 0 0
118 Retail Anchored 10,491,000 0 0
119 Retail Anchored 10,220,000 360 360
120 Multifamily Garden 10,000,000 0 0
121 Retail Shadow Anchored 9,300,000 0 0
122 Self-Storage General, Units Only 9,300,000 0 0
123 Hospitality Limited Service 9,100,000 360 352
124 Hospitality Limited Service 8,700,000 360 355
125 Retail Unanchored 8,600,000 360 360
126 Office Medical 8,600,000 0 0
127 Office General Suburban 8,600,000 0 0
128 8,525,000 360 360
128.01 Hospitality Limited Service
128.02 Hospitality Limited Service
129 Office General Suburban 8,500,000 0 0
130 Retail Shadow Anchored 8,350,000 0 0
131 Retail Shadow Anchored 8,160,000 0 0
132 Retail Unanchored 8,100,000 360 360
133 Office General Urban 7,900,000 0 0
134 Retail Single Tenant Retail 7,900,000 300 296
135 Retail Anchored 7,760,000 0 0
136 Industrial Industrial / Warehouse w/ Office 7,700,000 360 360
137 Multifamily Garden 7,500,000 0 0
138 Multifamily Garden 7,400,000 360 360
139 Retail Single Tenant 7,280,000 360 360
140 Office Medical 7,200,000 360 360
141 Office General Suburban 7,200,000 360 360
142 Retail Shadow Anchored 7,150,000 0 0
143 Industrial Office/Industrial 7,100,000 360 357
144 Industrial Industrial/Office 7,030,000 0 0
145 Office General Suburban 7,000,000 360 360
146 Retail Anchored 7,000,000 0 0
147 Retail Anchored 7,000,000 360 358
148 Office General Suburban 6,850,000 360 360
149 Office General Suburban 6,850,000 360 360
150 Retail Shadow Anchored 4,100,000 0 0
151 Retail Unanchored 2,625,000 0 0
152 Retail Single Tenant Retail 6,712,000 360 360
153 Office General Suburban 6,600,000 360 360
154 6,440,000 360 360
154.01 Office General Suburban
154.02 Office General Suburban
154.03 Office General Suburban
155 Multifamily Garden 6,250,000 360 360
156 Self-Storage Urban, Low-Rise 6,200,000 0 0
157 Office General Urban 6,100,000 0 0
158 Office Medical 6,000,000 360 360
159 Office General Suburban 6,000,000 360 360
160 Office General Suburban 5,900,000 360 360
161 Office Medical 5,865,600 360 360
162 Retail Anchored 5,850,000 0 0
163 Multifamily Garden 5,650,000 0 0
164 Office General Suburban 5,500,000 360 360
165 Industrial Industrial / Warehouse w/ Office 5,500,000 360 360
166 Retail Strip Center 5,460,000 0 0
167 Multifamily Garden 5,350,000 360 360
168 Office General Urban 5,352,000 360 359
169 Hospitality Limited Service 5,250,000 300 296
170 Self-Storage Other - Self-Storage 5,000,000 360 360
171 Office General Urban 4,800,000 360 360
172 Office Medical 4,800,000 360 360
173 Retail Shadow Anchored 4,700,000 360 360
174 Industrial Warehouse 4,560,000 360 360
175 Retail Anchored 4,500,000 0 0
176 Office General Suburban 4,440,000 360 356
177 Self-Storage General, units/other storage 4,400,000 360 360
178 Retail Unanchored 4,250,000 360 360
179 Self-Storage General, Units Only 4,200,000 360 360
180 Office General Suburban 4,100,000 360 360
181 Retail Shadow Anchored 4,040,000 360 360
182 Multifamily Mid-Rise 4,000,000 360 360
183 Office General Suburban 3,900,000 0 0
184 Retail Shadow Anchored 3,837,000 0 0
185 Retail Shadow Anchored 3,800,000 0 0
186 Retail Shadow Anchored 3,655,000 0 0
187 Office General Suburban 3,600,000 360 360
188 Multifamily Mid-Rise 3,600,000 360 360
189 Retail Strip Center 3,575,000 0 0
190 Office General Suburban 3,500,000 360 360
191 Retail Shadow Anchored 3,450,000 360 360
192 Self-Storage General, Units Only 3,400,000 360 360
193 Self-Storage General, units/other storage 3,300,000 360 360
194 Self-Storage General, Units Only 3,000,000 360 360
195 Office General Suburban 2,975,000 360 354
196 Retail Single Tenant Retail 2,925,000 360 356
197 Retail Unanchored 2,800,000 360 360
198 Retail Shadow Anchored 2,680,000 0 0
199 Office General Suburban 1,940,000 360 360
200 Retail Shadow Anchored 1,900,000 0 0
201 Industrial Warehouse 1,800,000 0 0
202 Office General Suburban 1,310,000 360 360
Upfront Actual Monthly Actual
Control Upfront Actual Replacement Replacement Upfront
Number Guarantor Letter of Credit Repair Reserve ($) Reserves ($) Reserves ($) TI / LC ($)
-------- --------- ---------------- ------------------ -------------- -------------- -----------
1 Yes No 0 0 64,961 0
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
2 Yes 0 0 30,015 9,600,000
3 Yes 0 0 22,164 12,130,000
4 Yes 0 13,300,000 0 0
4.01
4.02
4.03
4.04
4.05
4.06
5 Yes 0 0 8,790 6,196,120
6 Yes Yes 0 0 0 0
7 Yes 0 0 0 0
8 Yes 0 0 182,400 0
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9 Yes 0 0 9,430 4,070,000
10 Yes 3,145,000 12,027,972 0 0
11 Yes 0 6,970,000 0 13,543,000
12 Yes 0 964,000 0 501,909
13 Yes 0 8,000,000 0 3,500,000
14 Yes 0 2,500,000 8,800 4,641,890
15 Yes Yes 275,000 0 0 0
16 Yes 0 160,000 2,740 1,850,000
17 Yes No 0 0 0 0
18 Yes 0 0 0 0
19 Yes 0 0 5,331 3,880,000
19.01
19.02
20 Yes 0 0 0 0
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
21 Yes Yes 0 0 0 1,500,000
22 Yes Yes 0 300,000 6,424 3,140,000
23 Yes 0 0 0 0
24 Yes 0 0 2,495 756,525
25 Yes Yes 0 0 8,304 5,305,452
26 Yes 0 0 0 0
27 Yes No 0 2,000,000 0 0
28 Yes 169,000 7,945 7,945 3,600,000
29 Yes 0 0 0 0
30 Yes 0 0 0 0
31 Yes 23,350 117,600 3,300 498,718
32 Yes No 0 0 0 0
33 Yes 30,000 6,575 6,575 3,243,696
34 Yes 0 0 3,490 4,900,000
35 Yes 0 0 3,719 0
36 Yes Yes 0 0 5,768 900,000
36.01
36.02
37 Yes 208,625 0 0 0
37.01
37.02
37.03
37.04
37.05
37.06
38 Yes No 0 505,375 5,375 1,500,000
39 Yes 0 0 0 0
39.01
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11
40 Yes No 0 0 0 0
41 Yes 0 250,000 2,568 650,000
41.01
41.02
41.03
41.04
41.05
42 Yes 0 0 2,621 4,800,000
43 Yes 0 9,604 9,604 0
44 Yes 19,250 0 82,737 0
45 Yes 14,638 4,032 4,032 2,000,000
45.01
45.02
46 Yes 0 0 38,321 0
47 Yes No 0 0 36,841 0
48 Yes No 0 0 0 0
49 Yes No 0 0 0 1,500,000
50 Yes 0 0 3,030 29,960
50.01
50.02
50.03
50.04
50.05
50.06
51 Yes 0 0 1,745 1,562,342
52 Yes 0 0 1,766 0
53 Yes 6,020 5,552 5,552 2,000,000
54 Yes 0 0 3,276 1,220,000
55 Yes 0 0 0 0
56 Yes 0 1,193,439 25,982 0
57 Yes Yes 0 1,707 1,707 0
58 Yes No 0 0 0 0
59 Yes 8,916 3,891 3,891 1,752,687
59.01
59.02
59.03
59.04
60 Yes 0 60,000 0 0
61 Yes No 0 0 0 0
62 Yes 0 0 0 0
63 Yes 0 0 1,270 0
64 Yes No 0 0 0 0
65 Yes 0 0 2,004 832,698
66 Yes Yes 0 0 1,931 1,195,110
67 Yes Yes 0 0 1,682 500,000
68 Yes 0 0 1,243 0
69 Yes No 0 1,979 1,979 1,200,000
70 Yes 0 0 0 0
71 Yes 0 0 270 0
72 Yes No 0 4,309 4,309 250,000
73 Yes 0 60,000 0 0
74 Yes No 0 0 0 0
75 Yes No 0 12,813 12,813 0
76 Yes 0 0 1,770 0
77 Yes 0 0 3,667 0
78 Yes No 0 412 412 0
79 Yes No 0 793 793 8,750
80 Yes 13,650 0 0 174,400
81 Yes No 0 0 0 0
82 Yes No 0 0 0 0
83 Yes 0 0 1,963 0
83.01
83.02
83.03
83.04
84 Yes No 0 10,964 10,964 0
85 Yes 109,375 0 4,167 0
86 Yes 0 0 756 0
87 Yes 0 0 424 175,000
88 Yes 87,313 3,885 3,885 0
88.01
88.02
88.03
88.04
88.05
88.06
88.07
88.08
88.09
88.10
88.11
88.12
88.13
88.14
88.15
88.16
88.17
88.18
88.19
88.20
88.21
88.22
88.23
88.24
88.25
88.26
88.27
88.28
88.29
88.30
88.31
88.32
88.33
88.34
88.35
88.36
88.37
88.38
88.39
88.40
88.41
88.42
88.43
88.44
88.45
88.46
88.47
88.48
89 Yes Yes 0 540 540 0
90 Yes No 0 0 0 0
91 Yes No 0 0 0 0
92 Yes No 60,000 4,288 4,288 0
93 Yes No 0 2,657 2,657 0
94 Yes No 0 1,793 1,793 0
95 Yes No 0 0 0 0
95.01
95.02
95.03
95.04
96 Yes No 0 572 572 350,000
97 Yes No 0 0 0 0
98 Yes No 0 0 0 0
99 Yes No 0 2,568 2,568 2,990
100 Yes No 0 5,914 5,914 0
101 Yes 0 60,000 0 0
102 Yes No 0 542 542 0
103 Yes 625 0 1,602 100,000
103.01
103.02
104 Yes 238,875 513,226 6,567 0
105 Yes 0 0 4,000 0
106 Yes 0 0 1,658 0
107 Yes No 0 0 0 0
108 Yes 60,000 0 2,263 240,000
109 Yes No 0 0 0 0
110 Yes No 0 0 0 0
111 Yes No 0 595 595 0
112 Yes No 0 0 0 0
113 Yes 0 0 1,055 0
114 Yes 0 0 1,133 0
115 Yes 6,250 0 2,556 100,000
116 Yes No 0 14,262 14,262 0
117 Yes No 0 0 0 0
118 Yes 0 0 865 0
119 Yes 0 0 646 0
120 Yes No 0 0 0 0
121 Yes No 0 326 326 8,571
122 Yes 0 0 1,136 0
123 Yes 11,650 0 10,222 0
124 Yes 674,550 0 9,815 0
125 Yes No 0 163 163 0
126 Yes No 0 342 342 0
127 Yes No 0 549 549 0
128 Yes 0 0 10,558 0
128.01
128.02
129 Yes No 0 0 0 0
130 Yes No 21,400 0 0 0
131 Yes No 0 0 0 0
132 Yes No 20,514 478 478 0
133 Yes No 0 0 0 0
134 Yes No 0 0 0 0
135 Yes No 0 1,281 1,281 0
136 Yes No 0 1,234 1,234 8,333
137 Yes 1,875 0 1,917 0
138 Yes 16,438 0 1,708 0
139 Yes 0 0 273 0
140 Yes No 0 447 447 2,518
141 Yes Yes 80,000 549 549 0
142 Yes No 0 352 352 0
143 Yes 0 372 372 446,310
144 Yes 0 0 0 0
145 Yes No 0 276 276 620
146 Yes No 220,000 30,000 0 70,000
147 Yes No 0 2,901 2,901 9,954
148 Yes Yes 0 189 189 0
149 Yes No 0 0 0 75,000
150 Yes No 0 208 208 1,667
151 Yes No 2,750 329 329 1,250
152 Yes No 0 623 623 0
153 Yes No 0 250 250 1,042
154 Yes No 0 1,723 1,723 4,167
154.01
154.02
154.03
155 Yes 11,250 0 4,250 0
156 Yes 100,000 0 882 0
157 Yes No 7,825 498 498 0
158 Yes No 0 339 339 1,897
159 Yes 0 0 551 0
160 Yes No 0 0 0 0
161 Yes No 0 281 281 0
162 Yes No 0 475 475 0
163 Yes 3,500 0 1,500 0
164 Yes No 0 0 0 0
165 Yes No 0 1,150 1,150 2,083
166 Yes 3,375 0 1,295 0
167 Yes No 0 726 726 0
168 Yes No 0 553 553 3,500
169 Yes 5,000 300,000 6,153 0
170 Yes 0 0 2,143 0
171 Yes No 0 1,458 1,458 0
172 Yes No 0 671 671 1,500
173 Yes No 0 0 0 0
174 Yes 18,375 0 0 49,100
175 Yes Yes 0 0 625 540,000
176 Yes No 0 0 0 0
177 Yes Yes 0 0 602 0
178 Yes No 0 0 0 833
179 Yes 0 0 0 0
180 Yes Yes 0 0 0 1,042
181 Yes No 39,063 904 904 3,417
182 Yes 35,450 25,000 938 0
183 Yes No 0 162 162 0
184 Yes No 0 0 0 0
185 Yes No 0 170 170 660
186 Yes No 0 97 97 833
187 Yes No 0 140 140 0
188 Yes 2,063 0 708 0
189 Yes 1,250 0 740 0
190 Yes Yes 0 4,145 0 24,880
191 Yes No 0 7,077 0 67,500
192 Yes 0 0 467 0
193 Yes 0 970 970 0
194 Yes 0 0 0 0
195 Yes 0 2,577 859 100,000
196 Yes No 0 0 0 0
197 Yes No 0 96 96 0
198 Yes No 0 0 0 50,000
199 Yes 0 3,453 0 38,928
200 Yes No 0 117 117 0
201 Yes 0 3,804 0 38,696
202 Yes 0 1,344 0 9,642
Monthly
Control Monthly Monthly Insurance Grace Period
Number TI / LC ($) Tax Escrow ($) Escrow ($) Late Fee
-------- ----------- -------------- ---------- ------------------------------------------
1 0 585,593 112,521 0
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
2 0 364,912 135,582 0
3 110,818 628,170 136,661 0
4 0 264,649 32,939 0
4.01
4.02
4.03
4.04
4.05
4.06
5 22,500 108,500 12,270 0
6 0 0 0 3 days grace twice per twelve month period
7 0 899,234 34,752 0
8 0 175,000 0 0
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9 0 233,837 53,133 0
10 0 104,807 47,208 0
11 0 125,048 11,195 0
12 0 274,000 13,000 0
13 0 133,334 7,718 0
14 0 148,000 16,702 0
15 0 237,398 26,957 0
16 0 49,700 2,420 5
17 0 0 0 0
18 0 0 0 5
19 0 76,672 28,690 0
19.01
19.02
20 0 0 0 0
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
21 0 344,578 0 0
22 0 130,227 10,400 0
23 0 43,964 0 0
24 3,308 29,775 16,015 0
25 0 86,662 8,169 0
26 0 0 0 0
27 0 158,891 12,504 0
28 0 220,418 14,908 0
29 0 109,080 8,878 0
30 0 89,533 4,905 0
31 10,100 91,600 3,040 0
32 0 0 0 0
33 0 2,388 5,633 0
34 0 64,303 19,227 0
35 23,214 123,717 4,238 0
36 28,841 79,173 6,832 0
36.01
36.02
37 0 48,819 18,649 3
37.01
37.02
37.03
37.04
37.05
37.06
38 0 118,400 8,270 0
39 0 109,000 85,000 0
39.01
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11
40 0 40,301 0 0
41 12,838 15,490 3,684 0
41.01
41.02
41.03
41.04
41.05
42 0 38,989 12,299 0
43 0 29,926 9,747 0
44 0 36,333 5,739 0
45 0 10,371 3,499 0
45.01
45.02
46 0 36,154 0 0
47 0 19,313 7,890 0
48 0 0 0 15
49 0 70,577 6,241 5
50 7,071 40,616 8,491 5
50.01
50.02
50.03
50.04
50.05
50.06
51 4,072 17,500 6,235 0
52 5,888 34,270 1,420 0
53 0 54,791 2,174 0
54 0 53,200 5,005 0
55 0 0 0 0
56 0 7,535 6,949 0
57 0 16,471 2,646 15
58 0 0 0 5
59 0 44,296 2,818 0
59.01
59.02
59.03
59.04
60 0 3,457 8,002 0
61 0 17,965 3,337 0
62 15,040 0 0 0
63 6,349 16,519 1,665 0
64 0 3,868 2,868 5 days grace once per twelve month period
65 0 28,885 2,231 0
66 0 20,562 1,834 0
67 0 17,984 1,627 0
68 2,299 13,375 4,016 0
69 0 25,559 1,683 0
70 0 0 0 0
71 0 18,388 4,133 0
72 0 23,470 3,709 0
73 0 9,439 5,849 0
74 0 15,588 4,692 15
75 0 16,977 24,988 0
76 0 10,122 3,849 0
77 0 13,051 2,785 0
78 0 2,712 2,268 0
79 8,750 11,036 1,635 0
80 0 27,302 1,904 0
81 0 14,960 892 0
82 0 32,401 2,609 5
83 0 25,174 1,801 0
83.01
83.02
83.03
83.04
84 0 37,128 6,567 0
85 0 16,641 3,179 0
86 3,780 7,061 1,142 0
87 3,819 27,948 872 0
88 0 2,685 8,492 0
88.01
88.02
88.03
88.04
88.05
88.06
88.07
88.08
88.09
88.10
88.11
88.12
88.13
88.14
88.15
88.16
88.17
88.18
88.19
88.20
88.21
88.22
88.23
88.24
88.25
88.26
88.27
88.28
88.29
88.30
88.31
88.32
88.33
88.34
88.35
88.36
88.37
88.38
88.39
88.40
88.41
88.42
88.43
88.44
88.45
88.46
88.47
88.48
89 0 16,477 2,601 0
90 0 0 0 5
91 0 0 0 0
92 0 10,768 1,897 0
93 0 15,903 1,458 0
94 0 21,475 3,463 5
95 0 0 0 0
95.01
95.02
95.03
95.04
96 0 17,688 1,730 0
97 0 12,339 1,317 5
98 0 23,714 2,266 0
99 2,990 14,063 1,405 0
100 2,292 5,611 2,517 0
101 0 11,977 4,024 0
102 0 10,890 0 0
103 8,333 11,802 3,401 0
103.01
103.02
104 0 8,146 7,613 0
105 0 19,304 0 0
106 5,526 14,490 695 0
107 0 0 0 5
108 8,333 10,812 3,650 0
109 0 0 0 5
110 0 7,317 1,557 0
111 0 20,032 1,040 0
112 0 14,193 1,155 5
113 2,637 7,893 1,188 0
114 0 0 0 0
115 3,679 24,174 1,681 0
116 0 16,292 0 0
117 0 0 0 0
118 2,885 11,775 1,250 0
119 646 2,283 3,194 0
120 0 11,027 2,246 0
121 8,571 18,657 851 0
122 0 9,300 1,338 5
123 0 9,583 3,093 0
124 0 6,300 0 0
125 0 15,322 640 0
126 0 0 0 15
127 0 5,640 979 0
128 0 12,852 2,693 0
128.01
128.02
129 0 12,528 1,116 0
130 0 16,240 981 0
131 0 3,537 322 0
132 0 17,356 1,108 0
133 0 0 0 15
134 0 18,477 1,043 0
135 0 12,179 1,967 0
136 8,333 0 0 0
137 0 6,580 1,840 0
138 0 7,849 1,288 0
139 0 11,319 547 0
140 2,518 12,184 865 0
141 0 7,096 962 0
142 0 8,897 1,657 0
143 0 3,457 1,049 0
144 0 0 0 0
145 620 7,070 592 0
146 0 8,000 1,288 0
147 9,954 4,130 0 0
148 0 5,208 985 0
149 0 20,086 479 0
150 1,667 5,936 6,122 0
151 1,250 10,802 2,000 0
152 0 0 0 5
153 1,042 4,276 848 0
154 4,167 13,014 860 0
154.01
154.02
154.03
155 0 15,180 4,179 0
156 0 1,981 916 5
157 0 9,286 1,182 0
158 1,897 6,656 725 0
159 3,443 3,246 455 0
160 0 8,075 1,132 5
161 0 7,811 665 0
162 0 5,891 507 0
163 0 6,967 1,425 0
164 0 0 0 0
165 2,083 6,594 579 5
166 0 0 0 0
167 0 8,387 1,151 5
168 3,500 1,241 1,086 5
169 0 3,402 2,248 15
170 0 5,209 836 0
171 0 7,085 1,525 0
172 1,500 3,053 300 7
173 0 5,658 340 0
174 0 6,787 551 0
175 0 11,650 4,189 0
176 0 0 0 0
177 0 3,426 964 0
178 833 1,887 510 5
179 0 2,627 376 0
180 1,042 1,076 774 5
181 3,417 8,911 775 0
182 0 4,750 924 0
183 0 5,504 446 0
184 0 5,368 563 5
185 660 1,785 363 0
186 833 2,798 532 0
187 0 4,097 767 0
188 0 3,060 730 0
189 0 4,007 524 0
190 0 2,236 0 0
191 0 1,136 1,477 0
192 0 4,811 433 0
193 0 4,859 1,234 0
194 0 6,508 566 0
195 2,956 1,602 517 0
196 0 0 0 0
197 0 4,365 396 0
198 0 0 0 0
199 0 1,071 0 0
200 0 5,222 3,328 0
201 0 1,316 0 0
202 0 664 0 0
Control Grace Period Environmental O&M Cash
Number Default Insurance Required Lockbox Management
-------- ----------------------------------------------- ------------- -------- ------- ----------
1 0 Hard In Place
1.01 Yes
1.02
1.03 Yes
1.04
1.05
1.06 Yes
1.07
1.08 Yes
1.09
1.10
1.11 Yes
1.12
1.13
1.14 Yes
1.15
1.16
2 0 Hard In Place
3 0 Hard Springing
4 0 Hard Springing
4.01
4.02 Yes
4.03 Yes
4.04 Yes
4.05 Yes
4.06 Yes
5 0 Yes Hard Springing
6 0 Yes Hard In Place
7 0 Yes Hard Springing
8 0 Hard In Place
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17 Yes
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9 0 Hard Springing
10 0 Soft Springing
11 0 Yes Hard In Xxxxx
00 0 Xxxx Xx Xxxxx
00 0 Yes Hard Springing
14 0 Yes Hard Springing
15 0 Yes Hard In Xxxxx
00 0 Xxxx Xx Xxxxx
00 0 Hard In Place
18 5 Hard Springing
19 0 Hard Springing
19.01
19.02
20 0 Hard In Place
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
21 0 Yes Hard In Place
22 0 Hard Springing
23 0 Hard Springing
24 0 Soft Springing
25 0 Hard Springing
26 0 Hard In Place
27 0 Yes Hard In Place
28 0 Yes Hard Springing
29 0 Hard Springing
30 0 Yes Hard Springing
31 0 Yes Hard Springing
32 0 Hard In Place
33 0 Hard Springing
34 0 Hard Springing
35 0 Hard Springing
36 0 Hard Springing
36.01 Yes
36.02
37 0 Hard Springing
37.01
37.02
37.03
37.04
37.05
37.06
38 0 Yes Hard In Place
39 0 Hard Springing
39.01 Yes
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11 Yes
40 0 No NAP
41 0 Soft In Place
41.01
41.02
41.03
41.04
41.05
42 0 Yes Hard Springing
43 0 Soft In Place
44 0 Hard Springing
45 0 Hard Springing
45.01
45.02
46 0 Hard Springing
47 0 Hard In Place
48 5 days grace only once per twelve month period No NAP
49 5 Hard Springing
50 0 Hard Springing
50.01
50.02
50.03
50.04
50.05
50.06
51 0 Yes Hard Springing
52 0 Hard Springing
53 0 Hard Springing
54 0 Yes Hard Springing
55 0 Hard In Place
56 0 Hard Springing
57 0 No NAP
58 5 No NAP
59 0 Hard Springing
59.01
59.02
59.03
59.04
60 0 Soft Springing
61 1 day grace only once per calendar year Yes No NAP
62 0 Hard Springing
63 0 No NAP
64 0 No NAP
65 0 Hard Springing
66 0 Hard Springing
67 0 Hard Springing
68 0 No NAP
69 0 No NAP
70 0 No NAP
71 0 Yes Soft In Place
72 0 No NAP
73 0 Soft Springing
74 0 No NAP
75 0 Yes No NAP
76 0 Yes Hard Springing
77 0 Yes Soft Springing
78 0 No NAP
79 0 No NAP
80 0 Hard Springing
81 0 No NAP
82 5 No NAP
83 0 Soft Springing
83.01
83.02
83.03
83.04
84 0 No NAP
85 0 Soft Springing
86 0 Hard Springing
87 0 Hard Springing
88 0 Soft Springing
88.01 Yes
88.02 Yes
88.03 Yes
88.04 Yes
88.05 Yes
88.06 Yes
88.07 Yes
88.08 Yes
88.09 Yes
88.10 Yes
88.11 Yes
88.12 Yes
88.13 Yes
88.14 Yes
88.15 Yes
88.16 Yes
88.17 Yes
88.18 Yes
88.19 Yes
88.20 Yes
88.21 Yes
88.22 Yes
88.23 Yes
88.24 Yes
88.25 Yes
88.26 Yes
88.27 Yes
88.28 Yes
88.29 Yes
88.30 Yes
88.31 Yes
88.32 Yes
88.33 Yes
88.34 Yes
88.35 Yes
88.36 Yes
88.37 Yes
88.38 Yes
88.39 Yes
88.40 Yes
88.41 Yes
88.42 Yes
88.43 Yes
88.44 Yes
88.45 Yes
88.46 Yes
88.47 Yes
88.48 Yes
89 0 No NAP
90 0 No NAP
91 0 Yes No NAP
92 0 No NAP
93 0 No NAP
94 5 No NAP
95 5 days grace only once per calendar year No NAP
95.01
95.02
95.03
95.04
96 0 No NAP
97 5 No NAP
98 0 No NAP
99 0 No NAP
100 0 No NAP
101 0 Soft Springing
102 0 No NAP
103 0 No NAP
103.01 Yes
103.02 Yes
104 0 Soft Springing
105 0 No NAP
106 0 Hard Springing
107 5 No NAP
108 0 No NAP
109 5 No NAP
110 0 No NAP
111 0 No NAP
112 5 No NAP
113 0 Hard Springing
114 10 Hard Springing
115 0 Hard Springing
116 0 No NAP
117 0 No NAP
118 0 Hard Springing
119 0 Hard Springing
120 0 No NAP
121 0 No NAP
122 0 No NAP
123 0 Hard Springing
124 0 No NAP
125 0 No NAP
126 0 No NAP
127 0 No NAP
128 0 No NAP
128.01
128.02
129 0 No NAP
130 0 No NAP
131 0 No NAP
132 5 days grace only once per calendar year No NAP
133 5 days grace only once per twelve month period No NAP
134 0 Yes No NAP
135 0 No NAP
136 0 No NAP
137 0 Soft Springing
138 0 Soft Springing
139 0 No NAP
140 0 No NAP
141 0 Hard Springing
142 0 Yes No NAP
143 0 Hard Springing
144 0 Yes Hard In Place
145 0 No NAP
146 0 Yes No NAP
147 0 No NAP
148 0 No NAP
149 0 No NAP
150 0 No NAP
151 0 No NAP
152 5 No NAP
153 0 No NAP
154 0 No NAP
154.01
154.02
154.03
155 0 Yes No NAP
156 0 Soft Springing
157 0 Yes No NAP
158 0 No NAP
159 0 Yes Hard Springing
160 5 No NAP
161 5 No NAP
162 0 No NAP
163 0 Soft Springing
164 0 No NAP
165 5 No NAP
166 0 Yes Hard Springing
167 5 No NAP
168 5 Yes No NAP
169 0 No NAP
170 0 Soft Springing
171 0 No NAP
172 0 No NAP
173 0 No NAP
174 0 Hard Springing
175 0 No NAP
176 0 No NAP
177 0 No NAP
178 5 No NAP
179 0 No NAP
180 5 No NAP
181 0 No NAP
182 0 Soft Springing
183 0 No NAP
184 5 No NAP
185 0 No NAP
186 0 No NAP
187 0 No NAP
188 0 Soft Springing
189 0 Hard Springing
190 0 No NAP
191 0 No NAP
192 0 No NAP
193 0 No NAP
194 0 No NAP
195 0 No NAP
196 0 No NAP
197 0 No NAP
198 0 No NAP
199 0 No NAP
200 0 No NAP
201 0 No NAP
202 0 No NAP
Control Units, Beds Unit
Number Rooms, Sq Ft Description
-------- ------------ -----------
1 3,882,036 Sq Ft
1.01 728,113 Sq Ft
1.02 418,774 Sq Ft
1.03 685,788 Sq Ft
1.04 365,617 Sq Ft
1.05 183,347 Sq Ft
1.06 273,198 Sq Ft
1.07 198,976 Sq Ft
1.08 192,534 Sq Ft
1.09 144,275 Sq Ft
1.10 124,222 Sq Ft
1.11 141,099 Sq Ft
1.12 102,567 Sq Ft
1.13 91,690 Sq Ft
1.14 101,486 Sq Ft
1.15 74,352 Sq Ft
1.16 55,998 Sq Ft
2 1,385,325 Sq Ft
3 1,329,810 Sq Ft
4 1,041,818 Sq Ft
4.01 203,258 Sq Ft
4.02 155,936 Sq Ft
4.03 197,779 Sq Ft
4.04 141,000 Sq Ft
4.05 123,000 Sq Ft
4.06 220,845 Sq Ft
5 527,424 Sq Ft
6 354,298 Sq Ft
7 1,063,950 Sq Ft
8 4,539 Rooms
8.01 133 Rooms
8.02 139 Rooms
8.03 149 Rooms
8.04 137 Rooms
8.05 139 Rooms
8.06 139 Rooms
8.07 135 Rooms
8.08 145 Rooms
8.09 150 Rooms
8.10 152 Rooms
8.11 136 Rooms
8.12 90 Rooms
8.13 151 Rooms
8.14 142 Rooms
8.15 131 Rooms
8.16 136 Rooms
8.17 126 Rooms
8.18 130 Rooms
8.19 133 Rooms
8.20 132 Rooms
8.21 140 Rooms
8.22 137 Rooms
8.23 140 Rooms
8.24 131 Rooms
8.25 108 Rooms
8.26 136 Rooms
8.27 133 Rooms
8.28 108 Rooms
8.29 125 Rooms
8.30 139 Rooms
8.31 108 Rooms
8.32 127 Rooms
8.33 114 Rooms
8.34 78 Rooms
8.35 90 Rooms
9 566,434 Sq Ft
10 1,283 Xxxxx
00 000,000 Xx Ft
12 414,195 Sq Ft
13 295,693 Sq Ft
14 421,990 Sq Ft
15 1,798 Xxxxx
00 000,000 Xx Ft
17 435,386 Sq Ft
18 1,502,853 Sq Ft
19 333,505 Sq Ft
19.01 290,820 Sq Ft
19.02 42,685 Sq Ft
20 535,359 Sq Ft
20.01 68,575 Sq Ft
20.02 73,208 Sq Ft
20.03 57,941 Sq Ft
20.04 54,817 Sq Ft
20.05 54,645 Sq Ft
20.06 48,658 Sq Ft
20.07 51,958 Sq Ft
20.08 44,608 Sq Ft
20.09 33,892 Sq Ft
20.10 24,905 Sq Ft
20.11 22,152 Sq Ft
21 837,225 Sq Ft
22 385,455 Sq Ft
23 350 Rooms
24 156,855 Sq Ft
25 507,837 Sq Ft
26 240 Rooms
27 963,308 Sq Ft
28 476,711 Sq Ft
29 390,744 Sq Ft
30 196,144 Sq Ft
31 153,161 Sq Ft
32 483,347 Sq Ft
33 394,479 Sq Ft
34 215,003 Sq Ft
35 223,114 Sq Ft
36 345,943 Sq Ft
36.01 264,819 Sq Ft
36.02 81,124 Sq Ft
37 735 Rooms
37.01 121 Rooms
37.02 114 Rooms
37.03 132 Rooms
37.04 123 Rooms
37.05 107 Rooms
37.06 138 Rooms
38 322,402 Sq Ft
39 2,207 Rooms
39.01 244 Rooms
39.02 122 Rooms
39.03 275 Rooms
39.04 152 Rooms
39.05 201 Rooms
39.06 228 Rooms
39.07 298 Rooms
39.08 100 Rooms
39.09 201 Rooms
39.10 197 Rooms
39.11 189 Rooms
40 143,399 Sq Ft
41 205,402 Sq Ft
41.01 81,000 Sq Ft
41.02 53,834 Sq Ft
41.03 32,528 Sq Ft
41.04 26,760 Sq Ft
41.05 11,280 Sq Ft
42 157,231 Sq Ft
00 000 Xxxxx
00 000 Rooms
45 241,906 Sq Ft
45.01 170,613 Sq Ft
45.02 71,293 Sq Ft
46 122 Rooms
00 000 Xxxxx
00 000 Rooms
49 522,219 Sq Ft
50 242,423 Sq Ft
50.01 101,299 Sq Ft
50.02 52,516 Sq Ft
50.03 18,747 Sq Ft
50.04 16,900 Sq Ft
50.05 27,683 Sq Ft
50.06 25,278 Sq Ft
51 139,623 Sq Ft
52 141,310 Sq Ft
53 208,215 Sq Ft
54 196,562 Sq Ft
55 165,000 Sq Ft
56 197 Rooms
57 204,878 Sq Ft
58 123,689 Sq Ft
59 198,296 Sq Ft
59.01 70,310 Sq Ft
59.02 56,320 Sq Ft
59.03 50,724 Sq Ft
59.04 20,942 Sq Ft
60 1,767 Xxxxx
00 000,000 Xx Ft
62 180,481 Sq Ft
63 152,366 Sq Ft
64 139,600 Sq Ft
65 160,313 Sq Ft
66 115,839 Sq Ft
67 100,926 Sq Ft
68 99,441 Sq Ft
69 94,971 Sq Ft
70 331,970 Sq Ft
71 270 Units
72 191,521 Sq Ft
73 1,272 Xxxxx
00 000 Xxxxx
00 000 Xxxxx
76 106,171 Sq Ft
77 176 Units
78 49,455 Sq Ft
79 95,136 Sq Ft
80 348,800 Sq Ft
81 58,669 Sq Ft
82 190,334 Sq Ft
83 1,884 Units
83.01 548 Units
83.02 529 Units
83.03 442 Units
83.04 365 Xxxxx
00 000 Xxxxx
00 000 Xxxxx
86 60,487 Sq Ft
87 33,944 Sq Ft
88 132 Units
88.01 7 Units
88.02 38 Units
88.03 11 Units
88.04 1 Units
88.05 3 Units
88.06 3 Units
88.07 6 Units
88.08 3 Units
88.09 6 Units
88.10 2 Units
88.11 3 Units
88.12 3 Units
88.13 3 Units
88.14 2 Units
88.15 2 Units
88.16 2 Units
88.17 2 Units
88.18 1 Units
88.19 1 Units
88.20 3 Units
88.21 1 Units
88.22 3 Units
88.23 1 Units
88.24 1 Units
88.25 1 Units
88.26 1 Units
88.27 1 Units
88.28 1 Units
88.29 1 Units
88.30 1 Units
88.31 1 Units
88.32 1 Units
88.33 1 Units
88.34 1 Units
88.35 1 Units
88.36 1 Units
88.37 1 Units
88.38 1 Units
88.39 1 Units
88.40 1 Units
88.41 1 Units
88.42 1 Units
88.43 1 Units
88.44 1 Units
88.45 1 Units
88.46 1 Units
88.47 1 Units
88.48 1 Units
89 38,111 Sq Ft
90 67,856 Sq Ft
91 84 Units
92 102,907 Sq Ft
93 120,234 Sq Ft
94 80 Units
95 54,725 Sq Ft
95.01 19,555 Sq Ft
95.02 12,738 Sq Ft
95.03 12,928 Sq Ft
95.04 9,504 Sq Ft
96 68,663 Sq Ft
97 61,444 Sq Ft
98 129,665 Sq Ft
99 133,970 Sq Ft
100 202,750 Sq Ft
101 117,468 Sq Ft
102 65,017 Sq Ft
103 192,202 Sq Ft
103.01 134,957 Sq Ft
103.02 57,245 Sq Ft
104 394 Slips
105 192 Units
106 132,630 Sq Ft
107 80,600 Sq Ft
108 271,522 Sq Ft
109 46,706 Sq Ft
110 32,210 Sq Ft
111 71,883 Sq Ft
112 103,952 Sq Ft
113 63,334 Sq Ft
114 68,000 Sq Ft
115 251,968 Sq Ft
116 150 Rooms
117 77,747 Sq Ft
118 69,230 Sq Ft
119 51,707 Sq Ft
120 232 Units
121 39,176 Sq Ft
122 849 Units
000 000 Xxxxx
000 000 Rooms
125 13,925 Sq Ft
126 40,986 Sq Ft
127 43,923 Sq Ft
128 128 Rooms
128.01 64 Rooms
128.02 64 Rooms
129 78,329 Sq Ft
130 39,156 Sq Ft
131 31,933 Sq Ft
132 52,040 Sq Ft
133 70,839 Sq Ft
134 53,116 Sq Ft
135 66,840 Sq Ft
136 92,216 Sq Ft
000 00 Xxxxx
000 00 Units
139 21,875 Sq Ft
140 35,727 Sq Ft
141 65,912 Sq Ft
142 42,283 Sq Ft
143 44,631 Sq Ft
144 140,465 Sq Ft
145 33,666 Sq Ft
146 97,546 Sq Ft
147 200,602 Sq Ft
148 22,702 Sq Ft
149 80,251 Sq Ft
150 24,919 Sq Ft
151 19,725 Sq Ft
152 74,746 Sq Ft
153 30,217 Sq Ft
154 72,900 Sq Ft
154.01 28,186 Sq Ft
154.02 22,214 Sq Ft
154.03 22,500 Sq Ft
155 204 Units
156 483 Units
157 59,863 Sq Ft
158 27,089 Sq Ft
159 30,012 Sq Ft
160 47,604 Sq Ft
161 22,500 Sq Ft
162 37,926 Sq Ft
163 72 Units
164 28,630 Sq Ft
165 64,762 Sq Ft
166 43,074 Sq Ft
167 42 Units
168 44,205 Sq Ft
000 000 Xxxxx
000 000 Units
171 115,733 Sq Ft
172 33,546 Sq Ft
173 15,048 Sq Ft
174 98,201 Sq Ft
175 50,000 Sq Ft
176 25,315 Sq Ft
177 617 Units
178 11,040 Sq Ft
179 433 Units
180 31,214 Sq Ft
181 51,678 Sq Ft
182 45 Units
183 19,501 Sq Ft
184 26,776 Sq Ft
185 20,450 Sq Ft
186 11,602 Sq Ft
187 16,835 Sq Ft
188 34 Units
189 29,609 Sq Ft
190 16,581 Sq Ft
191 32,170 Sq Ft
192 502 Xxxxx
000 000 Xxxxx
000 000 Xxxxx
195 51,532 Sq Ft
196 11,157 Sq Ft
197 11,560 Sq Ft
198 8,318 Sq Ft
199 12,696 Sq Ft
200 9,375 Sq Ft
201 25,358 Sq Ft
202 6,720 Sq Ft
EXHIBIT T
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the referenced party shall
address, at a minimum, the criteria identified below as "Relevant Servicing
Criteria":
The assessment of compliance to be delivered by the referenced party shall
address, at a minimum, the criteria identified below as "Relevant Servicing
Criteria":
--------------------------------------------------------------------------------------------------
RELEVANT
SERVICING
SERVICING CRITERIA CRITERIA
--------------------------------------------------------------------------------------------------
Reference Criteria
--------------------------------------------------------------------------------------------------
General Servicing Considerations
1122(d)(1)(i) Policies and procedures are instituted to monitor any Trustee
performance or other triggers and events of default in Master Servicer
accordance with the transaction agreements. Special Servicer
1122(d)(1)(ii) If any material servicing activities are outsourced to Trustee
third parties, policies and procedures are instituted Master Servicer
to monitor the third party's performance and Special Servicer
compliance with such servicing activities.
1122(d)(1)(iii) Any requirements in the transaction agreements to N/A
maintain a back-up servicer for the mortgage loans are
maintained.
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in Trustee
effect on the party participating in the servicing Master Servicer
function throughout the reporting period in the amount Special Servicer
of coverage required by and otherwise in accordance
with the terms of the transaction agreements.
Cash Collection and Administration
1122(d)(2)(i) Payments on mortgage loans are deposited into the Trustee
appropriate custodial bank accounts and related bank Master Servicer
clearing accounts no more than two business days Special Servicer
following receipt, or such other number of days
specified in the transaction agreements.
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an Trustee
obligor or to an investor are made only by authorized
personnel.
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, Master Servicer
cash flows or distributions, and any interest or other Special Servicer
fees charged for such advances, are made, reviewed and Trustee
approved as specified in the transaction agreements.
1122(d)(2)(iv) The related accounts for the transaction, such as cash Trustee
reserve accounts or accounts established as a form of Master Servicer
overcollateralization, are separately maintained Special Servicer
(e.g., with respect to commingling of cash) as set
forth in the transaction agreements.
1122(d)(2)(v) Each custodial account is maintained at a federally Trustee
insured depository institution as set forth in the Master Servicer
transaction agreements. For purposes of this Special Servicer
criterion, "federally insured depository institution"
with respect to a foreign financial institution means
a foreign financial institution that meets the
requirements of Rule 13k-1(b)(1) of the Securities
Exchange Act.
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent Trustee
unauthorized access. Master Servicer
Special Servicer
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for Trustee
all asset-backed securities related bank accounts, Master Servicer
including custodial accounts and related bank clearing Special Servicer
accounts. These reconciliations are (A) mathematically
accurate; (B) prepared within 30 calendar days after
the bank statement cutoff date, or such other number
of days specified in the transaction agreements; (C)
reviewed and approved by someone other than the person
who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling
items are resolved within 90 calendar days of their
original identification, or such other number of days
specified in the transaction agreements.
Investor Remittances and Reporting
1122(d)(3)(i) Reports to investors, including those to be filed with Trustee
the Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are
prepared in accordance with timeframes and other terms
set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms
specified in the transaction agreements; (C) are filed
with the Commission as required by its rules and
regulations; and (D) agree with investors' or the
trustee's records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Reporting Servicer.
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in Trustee
accordance with timeframes, distribution priority and
other terms set forth in the transaction agreements.
1122(d)(3)(iii) Disbursements made to an investor are posted within Trustee
two business days to the Servicer's investor records,
or such other number of days specified in the
transaction agreements.
1122(d)(3)(iv) Amounts remitted to investors per the investor reports Trustee
agree with cancelled checks, or other form of payment,
or custodial bank statements.
Pool Asset Administration
1122(d)(4)(i) Collateral or security on mortgage loans is maintained Trustee
as required by the transaction agreements or related Master Servicer
mortgage loan documents. Special Servicer
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as Trustee
required by the transaction agreements
1122(d)(4)(iii) Any additions, removals or substitutions to the asset Trustee
pool are made, reviewed and approved in accordance Master Servicer
with any conditions or requirements in the transaction (as to
agreements. non-Specially
Serviced Loans)
Special Servicer
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, Master Servicer
made in accordance with the related mortgage loan Special Servicer
documents are posted to the Servicer's obligor records
maintained no more than two business days after
receipt, or such other number of days specified in the
transaction agreements, and allocated to principal,
interest or other items (e.g., escrow) in accordance
with the related mortgage loan documents.
1122(d)(4)(v) The Reporting Servicer's records regarding the Master Servicer
mortgage loans agree with the Reporting Servicer's
records with respect to an obligor's unpaid principal
balance.
1122(d)(4)(vi) Changes with respect to the terms or status of an Master Servicer
obligor's mortgage loans (e.g., loan modifications or Special Servicer
re-agings) are made, reviewed and approved by
authorized personnel in accordance with the
transaction agreements and related pool asset
documents.
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance Special Servicer
plans, modifications and deeds in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with
the timeframes or other requirements established by
the transaction agreements.
1122(d)(4)(viii) Records documenting collection efforts are maintained Master Servicer
during the period a mortgage loan is delinquent in Special Servicer
accordance with the transaction agreements. Such
records are maintained on at least a monthly basis, or
such other period specified in the transaction
agreements, and describe the entity's activities in
monitoring delinquent mortgage loans including, for
example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary
(e.g., illness or unemployment).
1122(d)(4)(ix) Adjustments to interest rates or rates of return for Master Servicer
mortgage loans with variable rates are computed based
on the related mortgage loan documents.
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such Master Servicer
as escrow accounts): (A) such funds are analyzed, in
accordance with the obligor's mortgage loan documents,
on at least an annual basis, or such other period
specified in the transaction agreements; (B) interest
on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and
state laws; and (C) such funds are returned to the
obligor within 30 calendar days of full repayment of
the related mortgage loans, or such other number of
days specified in the transaction agreements.
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or Master Servicer
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments,
provided that such support has been received by the
servicer at least 30 calendar days prior to these
dates, or such other number of days specified in the
transaction agreements.
1122(d)(4)(xii) Any late payment penalties in connection with any Master Servicer
payment to be made on behalf of an obligor are paid
from the servicer's funds and not charged to the
obligor, unless the late payment was due to the
obligor's error or omission.
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted Master Servicer
within two business days to the obligor's records
maintained by the servicer, or such other number of
days specified in the transaction agreements.
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts Master Servicer
are recognized and recorded in accordance with the
transaction agreements.
1122(d)(4)(xv) Any external enhancement or other support, identified N/A
in Item 1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set forth in the
transaction agreements.
[NAME OF REPORTING SERVICER]
Date: ___________________________
By: ___________________________
Name: ___________________________
Title: ___________________________
EXHIBIT U
ADDITIONAL FORM 10-D DISCLOSURE
------------------------------------------------------------------------------------------------
Item on Form 10-D Party Responsible
------------------------------------------------------------------------------------------------
Item 1: Distribution and Pool Performance Trustee
Information Depositor
Master Servicer
Any information required by Item 1121 of (with respect to 1121(a)(12)
Regulation AB which is NOT included on the as to non-Specially Serviced Loans)
Monthly Statement Special Servicer
Item 2: Legal Proceedings (i) All parties to the Pooling and
Servicing Agreement (as to themselves),
per Item 1117 of Regulation AB (ii) the Trustee, the Master Servicer and
the Special Servicer as to the Trust (in
the case of the Master Servicer and the
Special Servicer, to be reported by the
party controlling such litigation), (iii)
the Depositor as to the sponsors, any
1110(b) originator, and any 1100(d)(1) party
Item 3: Sale of Securities and Use of Proceeds Depositor
Item 4: Defaults Upon Senior Securities Trustee
Item 5: Submission of Matters to a Vote of Trustee
Security Holders
Item 6: Significant Obligors of Pool Assets Depositor
Item 7: Significant Enhancement Provider Depositor
Information
Item 8: Other Information Any party responsible for disclosure items
on Form 8-K to the extent of such items
Item 9: Exhibits Trustee
Depositor
EXHIBIT V
ADDITIONAL FORM 10-K DISCLOSURE
------------------------------------------------------------------------------------------------
Item on Form 10-K Party Responsible
------------------------------------------------------------------------------------------------
Item 1B: Unresolved Staff Comments Depositor
Item 9B: Other Information Any party responsible for disclosure items
on Form 8-K to the extent of such items
Item 15: Exhibits, Financial Statement Trustee
Schedules Depositor
Additional Item: (i) All parties to the Pooling and
Servicing Agreement (as to themselves),
Disclosure per Item 1117 of Regulation AB (ii) the Trustee, the Master Servicer and
the Special Servicer as to the Trust (in
the case of the Master Servicer and the
Special Servicer, to be reported by the
party controlling such litigation), (iii)
the Depositor as to the sponsor, any
1110(b) originator and any 1100(d)(1) party
Additional Item: (i) All parties to the Pooling and
Disclosure per Item 1119 of Regulation AB Servicing Agreement as to themselves (in
the case of the Master Servicer, only as to
1119(a) affiliations with Significant
Obligors identified in the Pooling and
Servicing Agreement, the Trustee, Special
Servicer or a sub-servicer described in
1108(a)(3)), (ii) the Depositor as to the
sponsor, originator, significant obligor,
enhancement or support provider
Additional Item: Depositor
Disclosure per Item 1112(b) of Regulation AB
Additional Item: Depositor
Disclosure per Items 1114(b)(2) and 1115(b) of Trustee
Regulation AB
EXHIBIT W
FORM 8-K DISCLOSURE INFORMATION
------------------------------------------------------------------------------------------------
Item on Form 8-K Party Responsible
------------------------------------------------------------------------------------------------
Item 1.01- Entry into a Material Definitive Master Servicer (in the case of the Master
Agreement Servicer, only as to agreements it is a
party to or entered into on behalf of the
Trust)
Depositor
Trustee
Special Servicer
Item 1.02- Termination of a Material Master Servicer (in the case of the Master
Definitive Agreement Servicer, only as to agreements it is a
party to or entered into on behalf of the
Trust)
Depositor
Trustee
Special Servicer
Item 1.03- Bankruptcy or Receivership Depositor
Item 2.04- Triggering Events that Accelerate Depositor
or Increase a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet
Arrangement
Item 3.03- Material Modification to Rights of Trustee
Security Holders
Item 5.03- Amendments of Articles of Depositor
Incorporation or Bylaws; Change of Fiscal Year
Item 6.01- ABS Informational and Computational Depositor
Material
Item 6.02- Change of Master Servicer, Special Master Servicer (as to itself)
Servicer or Trustee Special Servicer
Trustee
Depositor
Item 6.03- Change in Credit Enhancement or Depositor
External Support Trustee
Item 6.04- Failure to Make a Required Trustee
Distribution
Item 6.05- Securities Act Updating Disclosure Depositor
Item 7.01- Regulation FD Disclosure Depositor
Item 8.01 Depositor
Item 9.01 Depositor
EXHIBIT X
FORM OF ADDITIONAL DISCLOSURE NOTIFICATION
**SEND VIA FAX TO 000-000-0000 AND VIA EMAIL TO
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**
Xxxxx Fargo Bank, N.A., as Trustee
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Global Securities and Trust Services Group - GS Mortgage Securities Trust
2007-GG10, Commercial Mortgage Pass-Through Certificates, Series 2007-GG10--SEC
REPORT PROCESSING
GS Mortgage Securities Corporation II
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies and Gentlemen:
In accordance with Section [ ] of the Pooling and Servicing
Agreement, dated as of July 1, 2007, among Wachovia Bank, National Association,
as master servicer, CWCapital Asset Management LLC, as special servicer and
Xxxxx Fargo Bank, N.A., as trustee, the undersigned, as [ ], hereby notifies you
that certain events have come to our attention that [will] [may] need to be
disclosed on Form [10-D][10-K][8-K].
Description of Additional Form [10-D][10-K][8-K] Disclosure:
List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:
Any inquiries related to this notification should be directed to
[ ], phone number: [ ]; email address: [ ].
[NAME OF PARTY],
as [role]
By: _______________________________________
Name:
Title:
EXHIBIT Y
SERVICING AND SUBSERVICING AGREEMENTS
The Mortgage Loans shall be serviced by the Master Servicer. Certain
of the Mortgage Loans are subject to subservicing agreements as set forth below.
Property Name Subservicer Name
Energy Park Place & Energy Xxxx Xxxxx, 00
Xxxxxx Xxxx Xxxx and Foundry NorthMarq Capital, Inc.
Xxxxxxx Office Center Xxxxxxx Financial Corporation
Skypark Plaza Shopping Center and Xxxxx
Marketplace Plaza V Xxxxx Financial
000 Xxxxxxx Xxxxxx, Xxxxxx Furniture and
Gordmans, Festival Foods, Xxxxxxx
Office Building and Three Rivers Office Collateral Real Estate Capital
Rocca Apartments, Boulevard Center II,
Plantation Plaza Shopping Center,
Gold Creek Marketplace and Shops on Sage CBRE Melody of Texas, LP
Laurel Theater Apartments Newmark Realty Capital, Inc.
Ashley Place Apartments and 2001 L Street Xxxxxxxx Xxxxxxxx Xxxxxx, X.X.
SCHEDULE I
BROKER STRIP LOANS
2007-GG10 Broker Strips
Control Loan Mortgage Original Cut-Off Date
Number Number Loan Seller Property Name Balance ($) Balance ($) Broker Strip
------------------------------------------------------------------------------------------------------------------------------------
32 09-0002629 GSMC Rosemont Commons 55,500,000 55,500,000.00 0.05000%
81 09-0002618 GSMC Plaza Rancho Del Oro Shopping Center 16,600,000 16,600,000.00 0.02000%
89 09-0002550 GSMC Garden View Medical Plaza 15,225,165 15,225,165.00 0.05000%
121 09-0002657 GSMC Parkway Center 9,300,000 9,300,000.00 0.05000%
142 09-0002557 GSMC 0000 Xxxxxxxx 7,150,000 7,150,000.00 0.05000%
148 09-0002553 GSMC 0000 Xxxx Xxxxx Xxxxxx 6,850,000 6,850,000.00 0.05000%
154 09-0002508 GSMC JMS Portfolio 6,440,000 6,440,000.00 0.05000%
154.01 00-0000000-0 Medical Arts
154.02 00-0000000-0 Xxxxx Building
154.03 00-0000000-0 Weatherfield Building
157 09-0002551 GSMC 0000 Xxxx xx Xxxxxx Xxxxx 6,100,000 6,100,000.00 0.05000%
186 09-0002565 GSMC Starbucks & FedEx Center 3,655,000 3,655,000.00 0.05000%
187 09-0002615 GSMC Belfair Towne Center 3,600,000 3,600,000.00 0.05000%
SCHEDULE II
CLASS A-AB PLANNED PRINCIPAL BALANCE SCHEDULE
Period Date A-AB Balance
--------------------------------------------------
1 8/10/2007 72,000,000.00
2 9/10/2007 72,000,000.00
3 10/10/2007 72,000,000.00
4 11/10/2007 72,000,000.00
5 12/10/2007 72,000,000.00
6 1/10/2008 72,000,000.00
7 2/10/2008 72,000,000.00
8 3/10/2008 72,000,000.00
9 4/10/2008 72,000,000.00
10 5/10/2008 72,000,000.00
11 6/10/2008 72,000,000.00
12 7/10/2008 72,000,000.00
13 8/10/2008 72,000,000.00
14 9/10/2008 72,000,000.00
15 10/10/2008 72,000,000.00
16 11/10/2008 72,000,000.00
17 12/10/2008 72,000,000.00
18 1/10/2009 72,000,000.00
19 2/10/2009 72,000,000.00
20 3/10/2009 72,000,000.00
21 4/10/2009 72,000,000.00
22 5/10/2009 72,000,000.00
23 6/10/2009 72,000,000.00
24 7/10/2009 72,000,000.00
25 8/10/2009 72,000,000.00
26 9/10/2009 72,000,000.00
27 10/10/2009 72,000,000.00
28 11/10/2009 72,000,000.00
29 12/10/2009 72,000,000.00
30 1/10/2010 72,000,000.00
31 2/10/2010 72,000,000.00
32 3/10/2010 72,000,000.00
33 4/10/2010 72,000,000.00
34 5/10/2010 72,000,000.00
35 6/10/2010 72,000,000.00
36 7/10/2010 72,000,000.00
37 8/10/2010 72,000,000.00
38 9/10/2010 72,000,000.00
39 10/10/2010 72,000,000.00
40 11/10/2010 72,000,000.00
41 12/10/2010 72,000,000.00
42 1/10/2011 72,000,000.00
43 2/10/2011 72,000,000.00
44 3/10/2011 72,000,000.00
45 4/10/2011 72,000,000.00
46 5/10/2011 72,000,000.00
47 6/10/2011 72,000,000.00
48 7/10/2011 72,000,000.00
49 8/10/2011 72,000,000.00
50 9/10/2011 72,000,000.00
51 10/10/2011 72,000,000.00
52 11/10/2011 72,000,000.00
53 12/10/2011 72,000,000.00
54 1/10/2012 72,000,000.00
55 2/10/2012 72,000,000.00
56 3/10/2012 72,000,000.00
57 4/10/2012 72,000,000.00
58 5/10/2012 72,000,000.00
59 6/10/2012 72,000,000.00
60 7/10/2012 71,092,433.30
61 8/10/2012 70,085,418.82
62 9/10/2012 69,073,295.03
63 10/10/2012 67,898,173.78
64 11/10/2012 66,874,954.73
65 12/10/2012 65,689,041.39
66 1/10/2013 64,654,615.52
67 2/10/2013 63,614,940.63
68 3/10/2013 62,099,083.41
69 4/10/2013 61,046,448.52
70 5/10/2013 59,831,923.18
71 6/10/2013 58,767,785.74
72 7/10/2013 57,542,072.14
73 8/10/2013 56,466,316.47
74 9/10/2013 55,385,101.11
75 10/10/2013 54,142,776.24
76 11/10/2013 53,049,770.88
77 12/10/2013 51,795,978.16
78 1/10/2014 50,691,064.22
79 2/10/2014 49,580,541.93
80 3/10/2014 48,015,560.39
81 4/10/2014 46,902,563.66
82 5/10/2014 45,607,130.76
83 6/10/2014 44,461,305.93
84 7/10/2014 43,068,467.21
85 8/10/2014 41,839,032.87
86 9/10/2014 40,603,356.05
87 10/10/2014 39,191,563.05
88 11/10/2014 37,942,445.95
89 12/10/2014 36,517,579.90
90 1/10/2015 35,254,887.32
91 2/10/2015 33,985,782.65
92 3/10/2015 32,203,958.99
93 4/10/2015 30,919,369.45
94 5/10/2015 29,460,000.18
95 6/10/2015 28,161,478.33
96 7/10/2015 26,688,557.39
97 8/10/2015 25,375,963.04
98 9/10/2015 24,056,702.11
99 10/10/2015 22,563,608.72
100 11/10/2015 21,230,066.59
101 12/10/2015 19,723,082.18
102 1/10/2016 18,375,115.12
103 2/10/2016 17,020,301.04
104 3/10/2016 15,326,646.70
105 4/10/2016 13,956,353.64
106 5/10/2016 12,413,622.38
107 6/10/2016 11,028,534.55
108 7/10/2016 9,349,689.89
109 8/10/2016 7,740,282.16
110 9/10/2016 6,122,427.58
111 10/10/2016 4,318,260.08
112 11/10/2016 2,682,459.58
113 12/10/2016 860,833.02
114 1/10/2017 -
