EXHIBIT 4.3.1
FORM OF ADMINISTRATION AGREEMENT
(DEALER FLOORPLAN SECURITIES)
ADMINISTRATION AGREEMENT
AMONG
[ ]
ISSUER
AND
[GS MORTGAGE SECURITIES CORP.]
ADMINISTRATOR
AND
[ ]
INDENTURE TRUSTEE
DATED AS OF ____________________
THIS ADMINISTRATION AGREEMENT is made as of ________, among
___________, a Delaware business trust (the "Issuer"), [GS Mortgae
Securities Corp.], a Delaware corporation, as administrator (the
"Administrator"), and__________________, a __________ banking corporation,
not in its individual capacity but solely as Indenture Trustee (the
"Indenture Trustee").
W I T N E S S E T H:
WHEREAS, the Issuer is issuing the ____ Term Notes and the ______
Revolving Note on the date hereof and may in the future issue additional
Notes, in each case pursuant to the Indenture between the Issuer and the
Indenture Trustee;
WHEREAS, the Issuer is issuing on the date hereof the ______
Certificates, and may in the future issue additional Certificates, in each
case pursuant to the Trust Agreement;
WHEREAS, the Issuer has entered into (or assumed) certain
agreements in connection with the issuance of the Notes and the
Certificates, including: (i) the Trust Sale and Servicing Agreement, (ii)
the Depository Agreement and (iii) the Indenture;
WHEREAS, pursuant to the Basic Documents, the Issuer
and_________________, as Owner Trustee, are required to perform certain
duties in connection with: (i) the Notes, (ii) the Collateral and (iii) the
Certificates;
WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Owner
Trustee referred to in the preceding clause, and to provide such additional
services consistent with the terms of this Agreement and the Basic
Documents as the Issuer and the Owner Trustee may from time to time
request; and
WHEREAS, the Administrator has the capacity to provide the
services required hereby and is willing to perform such services for the
Issuer and the Owner Trustee on the terms set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties agree as follows:
1. Certain Definitions. Certain capitalized terms used in this
Agreement are defined in and shall have the respective meanings assigned to
them in Part I of Appendix A to the Trust Sale and Servicing Agreement
dated as of ______________ among the Issuer, the Seller and
___________________, as Servicer (the "Trust Sale and Servicing
Agreement"). All references herein to "the Agreement" or "this Agreement"
are to this Administration Agreement, as it may be amended, supplemented or
modified from time to time, and all references herein to Sections are to
Sections of this Agreement unless otherwise specified. The rules of
construction set forth in Part II of such Appendix A shall be applicable to
this Agreement.
2. Duties of the Administrator.
(a) Duties with Respect to the Depository Agreement and the
Indenture.
(i) The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer under the Indenture and the
Depository Agreement. In addition, the Administrator shall consult
with the Owner Trustee regarding the duties of the Issuer under the
Indenture and the Depository Agreement. The Administrator shall
monitor the performance of the Issuer and shall advise the Owner
Trustee when action is necessary to comply with the Issuer's duties
under the Indenture and the Depository Agreement. The Administrator
shall prepare for execution by the Issuer or shall cause the
preparation by other appropriate persons of all such documents,
reports, filings, instruments, certificates, notices and opinions as
it shall be the duty of the Issuer to prepare, file or deliver
pursuant to the Indenture and the Depository Agreement. In furtherance
of the foregoing, the Administrator shall take all appropriate action
that it is the duty of the Issuer to take pursuant to the Indenture
including, without limitation, such of the foregoing as are required
with respect to the following matters under the Indenture (references
are to sections of the Indenture):
(A) the preparation of (or obtaining of) the documents
and instruments required for issuance of the Notes (if not
prepared or obtained by the Issuer), including the Officer's
Issuance Certificate and Opinion of Counsel to be delivered in
connection with the issuance of each series of Notes, the
coordination with the holders of the Revolving Notes of all
borrowings under the Revolving Notes and all matters relating to
such borrowings, and the preparation of (or obtaining of) the
documents and instruments required for authentication of the
Notes and delivery of the same to the Indenture Trustee (Section
2.1);
(B) the duty to cause the Note Register to be kept and
to give the Indenture Trustee notice of any appointment of a new
Note Registrar and the location, or change in location, of the
Note Register (Section 2.4);
(C) the notification of the Noteholders of each series
of the final principal payment on their Notes (Section 2.7(c));
(D) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents
required for the release of Collateral (Section 2.9);
(E) the preparation of Definitive Term Notes and
arranging the delivery thereof (Section 2.12);
(F) the maintenance of an office in the Borough of
Manhattan, the City of New York, for registration of transfer or
exchange of Notes (Section 3.2);
(G) the duty to cause newly appointed Paying Agents, if
any, to deliver to the Indenture Trustee the instrument specified
in the Indenture regarding funds held in trust (Section 3.3);
(H) the direction to the Indenture Trustee to deposit
monies with Paying Agents, if any, other than the Indenture
Trustee (Section 3.3);
(I) the obtaining and preservation of the Issuer's
qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity
and enforceability of the Indenture, the Notes, the Collateral
and each other instrument and agreement included in the Trust
Estate (Section 3.4);
(J) the preparation of all supplements, amendments,
financing statements, continuation statements, assignments,
certificates, instruments of further assurance and other
instruments, in accordance with Section 3.5 of the Indenture,
necessary to protect the Trust Estate (Section 3.5);
(K) the delivery of the Opinion of Counsel on the
Initial Closing Date, in accordance with Section 3.6 of the
Indenture, as to the Trust Estate, and the annual delivery of the
Officers' Certificate, in accordance with Section 3.9 of the
Indenture, as to compliance with the Indenture (Sections 3.6 and
3.9);
(L) the identification to the Indenture Trustee in an
Officers' Certificate of a Person with whom the Issuer has
contracted to perform its duties under the Indenture (Section
3.7(b));
(M) the notification of the Indenture Trustee and the
Rating Agencies of a Servicing Default under the Trust Sale and
Servicing Agreement and, if such Servicing Default arises from
the failure of the Servicer to perform any of its duties under
the Trust Sale and Servicing Agreement or the Pooling and
Servicing Agreement, the taking of all reasonable steps available
to remedy such failure (Section 3.7(d));
(N) the preparation and obtaining of documents and
instruments required for the release of the Issuer from its
obligations under the Indenture (Section 3.11(b));
(O) the delivery of notice to the Indenture Trustee and
the Rating Agencies of each Event of Default under the Indenture,
each Servicing Default, any Insolvency Event with respect to the
Seller, each default on the part of the Seller or the Servicer of
their respective obligations under the Trust Sale and Servicing
Agreement and each default on the part of the Original Seller or
the Servicer of their respective obligations under the Pooling
and Servicing Agreement (Section 3.19);
(P) the monitoring of the Issuer's obligations as to
the satisfaction and discharge of the Indenture, the preparation
of an Officers' Certificate, the obtaining of the Opinion of
Counsel and, if necessary, an Independent Certificate relating
thereto (Section 4.1);
(Q) the compliance with any written directive of the
Indenture Trustee with respect to the sale of the Trust Estate in
a commercially reasonable manner if an Event of Default shall
have occurred and be continuing (Section 5.4(a));
(R) the preparation of any written instruments required
to confirm more fully the authority of any co-trustee or separate
trustee and any written instruments necessary in connection with
the resignation or removal of any co-trustee or separate trustee
(Sections 6.8 and 6.10);
(S) the furnishing of the Indenture Trustee with the
names and addresses of Noteholders during any period when the
Indenture Trustee is not the Note Registrar (Section 7.1);
(T) the preparation and, after execution by the Issuer,
the filing with the Commission, any applicable state agencies and
the Indenture Trustee of documents required to be filed on a
periodic basis with, and summaries thereof as may be required by
rules and regulations prescribed by, the Commission and any
applicable state agencies and the transmission of such summaries,
as necessary, to the Noteholders (Section 7.3);
(U) the notification of the Indenture Trustee of the
listing or delisting of the Notes of any series on any stock
exchange, if and when such Notes are so listed or delisted
(Section 7.4(a));
(V) the opening of one or more accounts in the Issuer's
name, the preparation of Issuer Orders, Officer's Certificates
and Opinions of Counsel and all other actions necessary with
respect to investment and reinvestment of funds in the Designated
Accounts (Sections 8.2 and 8.3);
(W) the preparation of an Issuer Request and Officer's
Certificate and the obtaining of an Opinion of Counsel and
Independent Certificates, if necessary, for the release of the
Trust Estate (Sections 8.4 and 8.5);
(X) the preparation of Issuer Orders and the obtaining
of Opinions of Counsel with respect to the execution of
supplemental indentures and the mailing to the Noteholders of
notices with respect to such supplemental indentures (Sections
9.1, 9.2 and 9.3);
(Y) the preparation and execution of new Notes
conforming to any supplemental indenture (Section 9.6);
(Z) the notification of Noteholders and the Rating
Agencies of the redemption of any Notes subject to redemption or
the duty to cause the Indenture Trustee to provide such
notification (Sections 10.1 and 10.2);
(AA) the preparation of all Officer's Certificates,
Opinions of Counsel and Independent Certificates, if necessary,
with respect to any requests by the Issuer to the Indenture
Trustee to take any action under the Indenture (Section 11.1(a));
(BB) the preparation and delivery of Officers'
Certificates and the obtaining of Independent Certificates, if
necessary, for the release of property from the lien of the
Indenture (Section 11.1(b));
(CC) the notification of the Rating Agencies, upon the
failure of the Indenture Trustee to give such notification, of
the information required pursuant to Section 11.4 (Section 11.4);
(DD) the preparation and delivery to Noteholders and
the Indenture Trustee of any agreements with respect to alternate
payment and notice provisions (Section 11.6); and
(EE) the recording of the Indenture, if applicable, and
the obtaining of an Opinion of Counsel as required pursuant to
Section 11.15 (Section 11.15).
(ii) The Administrator will perform those payment and
indemnity obligations of the Servicer under Section 3.02 of the
Pooling and Servicing Agreement and Section 7.1 of the Trust Sale and
Servicing Agreement in the event that the Servicer fails to perform
such obligations.
(b) Additional Duties.
(i) In addition to the duties of the Administrator set forth
above, the Administrator shall perform such calculations and shall
prepare for execution by the Issuer or the Owner Trustee or shall
cause the preparation by other appropriate Persons of all such
documents, reports, filings, instruments, certificates, notices and
opinions as it shall be the duty of the Issuer or the Owner Trustee to
prepare, file or deliver pursuant to the Basic Documents, and at the
request of the Owner Trustee shall take all appropriate action that it
is the duty of the Issuer or the Owner Trustee to take pursuant to the
Basic Documents. Subject to Section 7 of this Agreement, and in
accordance with the directions of the Owner Trustee, the Administrator
shall administer, perform or supervise the performance of such other
activities in connection with the Collateral (including the Basic
Documents) as are not covered by any of the foregoing provisions and
as are expressly requested by the Owner Trustee and are reasonably
within the capability of the Administrator.
(ii) The Administrator shall perform the duties of the
Administrator specified in Section 6.10 of the Trust Agreement
required to be performed in connection with the resignation or removal
of the Owner Trustee, and any other duties expressly required to be
performed by the Administrator under the Trust Agreement.
(iii) In carrying out the foregoing duties or any of its
other obligations under this Agreement, the Administrator may enter
into transactions with or otherwise deal with any of its Affiliates;
provided, however, that the terms of any such transactions or dealings
shall be in accordance with any directions received from the Issuer
and shall be, in the Administrator's opinion, no less favorable to the
Issuer than would be available from Persons that are not Affiliates of
the Administrator.
(c) Non-Ministerial Matters.
(i) With respect to matters that in the reasonable judgment
of the Administrator are non-ministerial, the Administrator shall not
take any action unless, within a reasonable time before the taking of
such action, the Administrator shall have notified the Owner Trustee
of the proposed action and the Owner Trustee shall not have withheld
consent or provided an alternative direction. For the purpose of the
preceding sentence, "non-ministerial matters" shall include, without
limitation:
(A) the amendment of or any supplement to the Indenture
(other than pursuant to or in connection with an Officer's
Issuance Certificate);
(B) the initiation of any claim or lawsuit by the
Issuer and the compromise of any action, claim or lawsuit brought
by or against the Issuer;
(C) the amendment, change or modification of any of the
Basic Documents;
(D) the appointment of successor Note Registrars,
successor Paying Agents and successor Indenture Trustees pursuant
to the Indenture or the appointment of successor Administrators
or successor Servicers, or the consent to the assignment by the
Note Registrar, Paying Agent or Indenture Trustee of its
obligations under the Indenture; and
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and shall not:
(x) make any payments to the Noteholders under the Basic Documents,
(y) except as provided in Section 2(a)(i)(Q) hereof, sell the Trust
Estate pursuant to Section 5.4 of the Indenture or (z) take any other
action that the Issuer directs the Administrator not to take on its
behalf.
3. Successor Servicer and Administrator. The Issuer shall
undertake, as promptly as possible after the giving of notice of
termination to the Servicer of the Servicer's rights and powers pursuant to
Section 8.2 of the Trust Sale and Servicing Agreement, to enforce the
provisions of Sections 8.2, 8.3 and 8.4 of the Trust Sale and Servicing
Agreement with respect to the appointment of a successor Servicer. Such
successor Servicer shall, upon compliance with Sections 10(e)(ii) and
(iii), become the successor Administrator hereunder.
4. Records. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books
of account and records shall be accessible for inspection by the Issuer and
the Seller at any time during normal business hours.
5. Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for
its expenses related thereto, the Servicer shall pay the Administrator a
monthly fee in the amount of $________.
6. Additional Information To Be Furnished to the Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably
request.
7. Independence of the Administrator. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall
not be subject to the supervision of the Issuer or the Owner Trustee with
respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer, the
Administrator shall have no authority to represent the Issuer or the Owner
Trustee in any way and shall not otherwise be deemed an agent of the Issuer
or the Owner Trustee.
8. No Joint Venture. Nothing contained in this Agreement: (a)
shall constitute the Administrator and either of the Issuer or the Owner
Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (b) shall be
construed to impose any liability as such on any of them or (c) shall be
deemed to confer on any of them any express, implied or apparent authority
to incur any obligation or liability on behalf of the others.
9. Other Activities of Administrator. Nothing herein shall
prevent the Administrator or its Affiliates from engaging in other
businesses or, in its sole discretion, from acting in a similar capacity as
an administrator for any other Person or entity even though such Person or
entity may engage in business activities similar to those of the Issuer,
the Owner Trustee or the Indenture Trustee.
10. Term of Agreement; Resignation and Removal of Administrator.
(a) This Agreement shall continue in force until the dissolution
of the Issuer, upon which event this Agreement shall automatically
terminate.
(b) Subject to Section 10(e), the Administrator may resign its
duties hereunder by providing the Issuer with at least 60 days' prior
written notice.
(c) Subject to Section 10(e), the Issuer may remove the
Administrator without cause by providing the Administrator with at least 60
days' prior written notice.
(d) Subject to Section 10(e), at the sole option of the Issuer,
the Administrator may be removed immediately upon written notice of
termination from the Issuer to the Administrator if any of the following
events shall occur:
(i) the Administrator shall default in the performance of
any of its duties under this Agreement and, after notice from the
Issuer of such default, shall not cure such default within ten days
(or, if such default cannot be cured in such time, shall not give
within ten days such assurance of cure as shall be reasonably
satisfactory to the Issuer);
(ii) a court having jurisdiction in the premises shall enter
a decree or order for relief, and such decree or order shall not have
been vacated within 60 days, in respect of the Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar
official for the Administrator or any substantial part of its property
or order the winding-up or liquidation of its affairs; or
(iii) the Administrator shall commence a voluntary case
under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, shall consent to the entry of an order for
relief in an involuntary case under any such law, or shall consent to
the appointment of a receiver, liquidator, assignee, trustee,
custodian, sequestrator or similar official for the Administrator or
any substantial part of its property, shall consent to the taking of
possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.
The Administrator agrees that if any of the events specified in
clauses (ii) or (iii) of this Section 10(d) shall occur, it shall give
written notice thereof to the Issuer and the Indenture Trustee within seven
days after the happening of such event.
(e) No resignation or removal of the Administrator pursuant to
this Section 10 shall be effective until: (i) a successor Administrator
shall have been appointed by the Issuer, (ii) such successor Administrator
shall have agreed in writing to be bound by the terms of this Agreement in
the same manner as the Administrator is bound hereunder, and (iii) the
Rating Agency Condition has been satisfied with respect to such proposed
appointment.
11. Action upon Termination, Resignation or Removal. Promptly
upon the effective date of termination of this Agreement pursuant to
Section 10(a) or the resignation or removal of the Administrator pursuant
to Section 10(b) or (c), respectively, the Administrator shall be entitled
to be paid all fees and reimbursable expenses accruing to it to the
effective date of such termination, resignation or removal. The
Administrator shall forthwith upon such termination pursuant to Section
10(a) deliver to the Issuer all property and documents of or relating to
the Collateral then in the custody of the Administrator. In the event of
the resignation or removal of the Administrator pursuant to Section 10(b)
or (c), respectively, the Administrator shall cooperate with the Issuer and
take all reasonable steps requested to assist the Issuer in making an
orderly transfer of the duties of the Administrator.
12. Notices. All demands, notices and communications upon or to
the Issuer, the Owner Trustee, the Administrator or the Indenture Trustee
shall be delivered as specified in Appendix B of the Trust Sale and
Servicing Agreement. -
13. Amendments.
(a) This Agreement may be amended from time to time with prior
notice to the Rating Agencies by a written amendment duly executed and
delivered by the Issuer, the Administrator and the Indenture Trustee, with
the written consent of the Owner Trustee, without the consent of the
Noteholders or the Certificateholders, for any of the following purposes:
(i) to add provisions hereof for the benefit of the
Noteholders and Certificateholders or to surrender any right or power
herein conferred upon the Administrator;
(ii) to cure any ambiguity or to correct or supplement any
provision herein which may be inconsistent with any other provision
herein;
(iii) to evidence and provide for the appointment of a
successor Administrator hereunder and to add to or change any of the
provisions of this Agreement as shall be necessary to facilitate such
succession; and
(iv) to add any provisions to or change in any manner or
eliminate any of the provisions of this Agreement or modify in any
manner the rights of the Noteholders or Certificateholders; provided,
however, that such amendment under this Section 13(a)(iv) shall not,
as evidenced by an Opinion of Counsel, materially and adversely affect
in any material respect the interest of any Noteholder or
Certificateholder.
(b) This Agreement may also be amended by the Issuer, the
Administrator and the Indenture Trustee with prior notice to the Rating
Agencies and with the written consent of the Owner Trustee, the Holders of
Notes evidencing at least a majority in the Outstanding Amount of the Notes
as of the close of the immediately preceding Distribution Date, the Holders
of Certificates evidencing at least a majority of the Voting Interests as
of the close of the preceding Distribution Date for the purpose of adding
any provisions to, changing in any manner or eliminating any of the
provisions of this Agreement or modifying in any manner the rights of
Noteholders or the Certificateholders; provided, however, that no such
amendment may: (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, Collections on the Receivables held by
the Trust or payments or distributions that are required to be made for the
benefit of the Noteholders or Certificateholders (it being understood that
the issuance of any Securities and the specification of the terms and
provisions thereof pursuant to an Officer's Issuance Certificate (in the
case of Notes) or a Certificate Issuance Order (in the case of
Certificates) shall not be deemed to have such effect for purposes hereof),
(ii) reduce the percentage of the Holders of Notes and Certificates which
are required to consent to any amendment of this Agreement or (iii) modify
or alter any provision of this Section 13, except to provide that certain
additional provisions of this Agreement and the Basic Documents cannot be
modified or waived without the consent of each Noteholder and
Certificateholder affected thereby, without, in any such case, the consent
of the Holders of all the outstanding Notes and Certificates.
(c) Notwithstanding Sections 13(a) and (b), the Administrator may
not amend this Agreement without the permission of the Seller, which
permission shall not be unreasonably withheld.
14. Successors and Assigns. This Agreement may not be assigned by
the Administrator unless such assignment is previously consented to in
writing by the Issuer and the Owner Trustee and subject to the satisfaction
of the Rating Agency Condition for each then outstanding series of Notes in
respect thereof. An assignment with such consent and satisfaction, if
accepted by the assignee, shall bind the assignee hereunder in the same
manner as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Issuer or the Owner Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator, provided that such successor organization
executes and delivers to the Issuer, the Owner Trustee and the Indenture
Trustee an agreement in which such corporation or other organization agrees
to be bound hereunder by the terms of such assignment in the same manner as
the Administrator is bound hereunder. Subject to the foregoing, this
Agreement shall bind any successors or assigns of the parties hereto.
15. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. -
16. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not define or limit any of the
terms or provisions hereof. -
17. Separate Counterparts. This Agreement may be executed by the
parties in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
18. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
19. Not Applicable to [ ] in Other Capacities. Nothing in this
Agreement shall affect any obligation [ ] may have in any other capacity.
20. Limitation of Liability of Owner Trustee and Indenture
Trustee.
(a) Notwithstanding anything contained herein to the contrary,
this instrument has been executed by [ ], not in its individual capacity
but solely as Owner Trustee and in no event shall [ ] have any liability
for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices
or agreements delivered pursuant hereto, as to all of which recourse shall
be had solely to the assets of the Issuer. For all purposes of this
Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Article VI of the Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary,
this Agreement has been executed by [ ], not in its individual capacity but
solely in its capacity as Indenture Trustee and in no event shall [ ] have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates,
notices or agreements delivered pursuant hereto, as to all of which
recourse shall be had solely to the assets of the Issuer.
21. Third-Party Beneficiary. The Owner Trustee is a third-party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party
hereto.
IN WITNESS WHEREOF, the parties have caused this Administration
Agreement to be duly executed by their respective officers as of the day
and year first above written.
By:
-------------------------------------------
not in its individual capacity, but solely
as Owner Trustee on behalf of the Issuer
By:
-------------------------------------------
Name:
Title:
------------------------------------------,
as Indenture Trustee
By:
-------------------------------------------
not in its individual capacity, but solely
as Indenture Trustee
By:
-------------------------------------------
Name:
Title:
[GS Mortgage Securities Corp.],
as Administrator
By:
-------------------------------------------
Name:
Title:
