EXHIBIT 4
GS MORTGAGE SECURITIES CORPORATION II,
Depositor,
GMAC COMMERCIAL MORTGAGE CORPORATION,
Master Servicer,
LNR PARTNERS, INC.,
Special Servicer,
and
WELLS FARGO BANK, N.A.,
Trustee
------------------------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
------------------------------------------------------------
Commercial Mortgage Pass-Through Certificates
Series 2005-GG4
<PAGE>
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 Annual Statement as to
Compliance...........................
Section 3.15 Annual Independent Public
Accountants' Servicing Report.....
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 Reports to the Securities
and Exchange Commission;
Available Information.......................................
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
Loans.......................................................
Section 3.30 Additional Matters Regarding
Advance Reimbursement..........
Section 3.31 Additional Matters with
Respect to the Mall at
Wellington Green Mortgage Loan, The Streets at
Southpoint Mortgage Loan and the Cascade Mall Mortgage
Loan........................................................
Section 3.32 Serviced Companion Loan
Intercreditor Matters...............
Section 3.33 Certain Matters with respect
to the 478 and 479 Jumpers
Hole Road Mortgage 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
MISCELLANEOUS PROVISIONS
Section 10.01
Counterparts................................................
Section 10.02 Limitation on Rights of
Certificateholders..................
Section 10.03 Governing
Law...............................................
Section 10.04
Notices.....................................................
Section 10.05 Severability of
Provisions..................................
Section 10.06 Notice to the Depositor and Each
Rating Agency..............
Section 10.07
Amendment...................................................
Section 10.08 Confirmation of
Intent......................................
Section 10.09 Third-Party
Beneficiaries...................................
Section 10.10 Request by Certificateholders or
Companion Loan
Noteholders.................................................
<PAGE>
TABLE OF EXHIBITS
Exhibit A-1 Form
of Class A-1 Certificate
Exhibit A-2 Form
of Class A-1P Certificate
Exhibit A-3 Form
of Class A-DP Certificate
Exhibit A-4 Form
of Class A-2 Certificate
Exhibit A-5 Form
of Class A-3 Certificate
Exhibit A-6 Form
of Class A-ABA Certificate
Exhibit A-7 Form
of Class A-ABB Certificate
Exhibit A-8 Form
of Class A-4 Certificate
Exhibit A-9 Form
of Class A-4A Certificate
Exhibit A-10 Form of
Class A-4B Certificate
Exhibit A-11 Form of
Class A-1A Certificate
Exhibit A-12 Form of
Class A-J Certificate
Exhibit A-13 Form of
Class X-P Certificate
Exhibit A-14 Form of
Class X-C Certificate
Exhibit A-15 Form of
Class B Certificate
Exhibit A-16 Form of
Class C Certificate
Exhibit A-17 Form of
Class D Certificate
Exhibit A-18 Form of
Class E Certificate
Exhibit A-19 Form of
Class F Certificate
Exhibit A-20 Form of
Class G Certificate
Exhibit A-21 Form of
Class H Certificate
Exhibit A-22 Form of
Class J Certificate
Exhibit A-23 Form of
Class K Certificate
Exhibit A-24 Form of
Class L Certificate
Exhibit A-25 Form of
Class M Certificate
Exhibit A-26 Form of
Class N Certificate
Exhibit A-27 Form of
Class O Certificate
Exhibit A-28 Form of
Class P Certificate
Exhibit A-29 Form of
Class R Certificate
Exhibit A-30 Form of
Class LR Certificate
Exhibit B
Mortgage 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
Distribution Date Statement
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 Primary Servicer
Exhibit S
Supplemental Servicer Schedule
Schedule I
Broker Strip Loan
Schedule II
Strip Calculation Schedule
Schedule III Aggregate
Planned Principal Balance Schedule
<PAGE>
Pooling and Servicing
Agreement, dated as of
June 1, 2005, among
GS Mortgage Securities Corporation II,
as Depositor, GMAC
Commercial Mortgage
Corporation, as Master Servicer, LNR Partners,
Inc., as Special Servicer, and
Wells 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 A-1, Class A-1P,
Class A-DP, Class A-2, Class A-3, Class
A-ABA, Class A-ABB, Class A-4, Class
A-4A, Class A-4B, Class A-1A, Class X-P,
Class X-C, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class
H, Class J, Class K, Class L, Class M,
Class N, Class O and Class P Certificates
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 sixty-eight classes of
uncertificated Lower-Tier Regular Interests
issued under this Agreement (the Class
LA-1-1, Class LA-1-2, Class LA-1-3, Class
LA-1-4, Class LA-1P-1, Class LA-1P-2, Class
LA-1P-3, Class LA-1P-4, Class
LA-DP-1, Class LA-DP-2, Class LA-DP-3,
Class LA-2-1, Class LA-2-2, Class LA-2-3,
Class LA-2-4, Class LA-3-1, Class LA-3-2,
Class LA-ABA-1, Class LA-ABA-2, Class
LA-ABA-3, Class LA-ABB, Class LA-4-1, Class
LA-4-2, Class LA-4-3, Class LA-4-4,
Class LA-4A-1, Class LA-4A-2, Class
LA-4A-3, Class LA-4A-4, Class LA-4B, Class
LA-1A-1, Class LA-1A-2, Class LA-1A-3,
Class LA-1A-4, Class LA-1A-5, Class
LA-1A-6, Class LA-1A-7, Class LA-1A-8,
Class LA-1A-9, Class LA-1A-10, Class
LA-1A-11, Class LA-1A-12, Class LA-1A-13,
Class LA-J, Class LB, Class LC-1,
Class LC-2, Class LD-1, Class LD-2, Class
LD-3, Class LE-1, Class LE-2, Class
LE-3, Class LF-1, Class LF-2, Class LG-1,
Class LG-2, Class LG-3, Class LH-1,
Class LH-2, Class LJ, Class LK-1, Class
LK-2, Class LL, Class LM, Class LN,
Class LO and Class LP 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-1P, Class A-DP, Class A-2, Class A-3,
Class
A-ABA, Class A-ABB, Class A-4, Class A-4A,
Class A-4B, Class A-1A, 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 P, Class
X-P and Class X-C 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
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:
Original
Related
Pass-Through Rate
Certificate Original
Ratings (1)
Certificate
(per annum)
Principal Amount
S&P/Fitch/Moody's
----------- -------------------
---------------- -----------------
Class A-1(2)
4.369%
$ 100,000,000
AAA/AAA/Aaa
Class A-1P(2)
5.285%
$ 50,000,000
AAA/AAA/Aaa
Class A-DP(2)
3.452%
$ 166,616,000
AAA/AAA/Aaa
Class A-2(2)
4.475%
$ 349,848,000
AAA/AAA/Aaa
Class A-3(2)
4.607%
$ 288,705,000
AAA/AAA/Aaa
Class A-ABA(2)
4.680%
$ 207,259,000
AAA/AAA/Aaa
Class A-ABB(2)
4.756%
$ 29,609,000
AAA/AAA/Aaa
Class A-4(2)
4.761%
$ 500,000,000
AAA/AAA/Aaa
Class A-4A(2)
4.751%
$1,171,595,000
AAA/AAA/Aaa
Class A-4B(2)
4.732%
$ 167,371,000
AAA/AAA/Aaa
Class A-1A(2)
4.744%
$ 169,634,000
AAA/AAA/Aaa
Class A-J
4.782%
$ 300,060,000
AAA/AAA/Aaa
Class B
4.841%(3)
$ 65,013,000
AA/AA/Aa2
Class C
4.890%(3)
$ 35,007,000
AA-/AA-/Aa3
Class D
4.939%(3)
$ 75,015,000
A/A/A2
Class E
5.078%(3)
$ 40,008,000
A-/A-/A3
Class F
5.415%(3)
$ 55,011,000
BBB+/BBB+/Baa1
Class G
5.449%(4)
$ 45,009,000
BBB/BBB/Baa2
Class H
5.492%(5)
$ 40,008,000
BBB-/BBB-/Baa3
Class J
4.462%(3)
$ 20,004,000
BB+/BB+/Ba1
Class K
4.462%(3)
$ 20,004,000
BB/BB/Ba2
Class L
4.462%(3)
$ 20,004,000
BB-/BB-/Ba3
Class M
4.462%(3)
$ 10,002,000
B+/B+/B1
Class N
4.462%(3)
$ 10,002,000
B/B/B2
Class O
4.462%(3)
$ 10,002,000
B-/B-/B3
Class P
4.462%(3)
$ 55,011,486
NR/NR/NR
Class X-P
0.734%(6)
$3,831,315,000(7) AAA/AA/Aaa
Class X-C
0.107%(6)
$4,000,797,486(7) AAA/AA/Aaa
Class R
None
None(8)
NR/NR/NR
-----------------------
(1) The Certificates marked with "NR" have
not been rated by the applicable
Rating Agency.
(2) For purposes of making distributions to
the Class A-1, Class A-1P, Class
A-DP, Class A-2, Class
A-3, Class A-ABA, Class A-ABB, Class A-4, Class A-4A,
Class A-4B 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.
(3) The Pass-Through Rate for any
Distribution Date for the Class B, Class C,
Class D, Class E and
Class F Certificates will be 4.841%, 4.890%, 4.939%,
5.078% and 5.415%,
respectively, subject to a maximum Pass-Through Rate
equal to the WAC Rate.
The Pass-Through Rate for any Distribution Date for
the Class J, Class K,
Class L, Class M, Class N, Class O and Class P
Certificates will be
4.462%, subject to a maximum Pass-Through Rate equal to
the WAC Rate.
(4) The Pass-Through Rate for any
Distribution Date for the Class G Certificates
will be the Weighted
Average Net Mortgage Rate minus 0.043% per annum.
(5) The Pass-Through Rate for any
Distribution Date for the Class H Certificates
will be the WAC
Rate.
(6) The Pass-Through Rates for each of the
Class X-P and Class X-C Certificates
will be calculated in
accordance with the related definitions of "Class X-P
Pass-Through Rate" and
"Class X-C Pass-Through Rate," as applicable.
(7) The Class X-P and Class X-C
Certificates will not have a Certificate
Principal Amount;
rather, each such Class of Certificates will accrue
interest as provided
herein on the related Class X-P Notional Amount and
Class X-C Notional
Amount, as applicable.
(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
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
Components of
Original
Lower -Tier Lower-
Tier Class
X
Corresponding Class Principal Regular
Principal Certificates
Certificates
Balance Interests
(1)
Balance
(1)
--------------- ------- ------- ------------- ------------- -------------
Class A-1
$ 100,000,000
LA-1-1 $
9,359,000
X-A-1-1
LA-1-2 $
28,307,000
X-A-1-2
LA-1-3 $
42,500,000
X-A-1-3
LA-1-4 $
19,834,000
X-A-1-4
Class A-1P
$ 50,000,000
LA-1P-1 $
4,680,000
X-A-1P-1
LA-1P-2 $
14,153,000
X-A-1P-2
LA-1P-3 $
21,250,000
X-A-1P-3
LA-1P-4 $
9,917,000
X-A-1P-4
Class A-DP
$ 166,616,000
LA-DP-1 $
67,440,000
X-A-DP-1
LA-DP-2 $
81,373,000
X-A-DP-2
LA-DP-3 $
17,803,000
X-A-DP-3
Class A-2
$ 349,848,000
LA-2-1 $
50,116,000
X-A-2-1
LA-2-2 $
79,294,000
X-A-2-2
LA-2-3 $
77,909,000
X-A-2-3
LA-2-4 $
142,529,000
X-A-2-4
Class A-3
$ 288,705,000
LA-3-1 $
47,622,000
X-A-3-1
LA-3-2 $
241,083,000
X-A-3-2
Class A-ABA $
207,259,000
LA-ABA-1 $ 119,726,000
X-A-ABA-1
LA-ABA-2 $ 63,131,000 X-A-ABA-2
LA-ABA-3 $ 24,402,000 X-A-ABA-3
Class A-ABB $
29,609,000
LA-ABB $
29,609,000
X-A-ABB
Class A-4
$ 500,000,000
LA-4-1 $
2,139,000
X-A-4-1
LA-4-2 $
54,133,000
X-A-4-2
LA-4-3 $
32,228,000
X-A-4-3
LA-4-4 $
411,500,000
X-A-4-4
Class A-4A
$1,171,595,000 LA-4A-1
$
5,728,000
X-A-4A-1
LA-4A-2 $
144,963,000
X-A-4A-2
LA-4A-3 $
86,305,000
X-A-4A-3
LA-4A-4 $
934,599,000
X-A-4A-4
Class A-4B
$ 167,371,000
LA-4B $ 167,371,000
X-A-4B
Class A-1A
$ 169,634,000
LA-1A-1 $
2,986,000
X-A-1A-1
LA-1A-2 $
3,350,000
X-A-1A-2
LA-1A-3 $
3,378,000
X-A-1A-3
LA-1A-4 $
3,284,000
X-A-1A-4
LA-1A-5 $
3,220,000
X-A-1A-5
LA-1A-6 $
3,148,000
X-A-1A-6
LA-1A-7 $
22,834,000
X-A-1A-7
LA-1A-8 $
2,870,000
X-A-1A-8
LA-1A-9 $
2,779,000
X-A-1A-9
LA-1A-10 $ 2,733,000 X-A-1A-10
LA-1A-11 $ 2,616,000 X-A-1A-11
LA-1A-12 $ 24,461,000 X-A-1A-12
LA-1A-13 $ 91,975,000 X-A-1A-13
Class A-J
$ 300,060,000
LA-J $
300,060,000
X-A-J
Class B
$ 65,013,000
LB
$ 65,013,000
X-B
Class C
$ 35,007,000
LC-1 $
655,000
X-C-1
LC-2 $
34,352,000
X-C-2
Class D
$ 75,015,000
LD-1 $
25,439,000
X-D-1
LD-2 $
25,848,000
X-D-2
LD-3 $
23,728,000
X-D-3
Class E
$ 40,008,000
LE-1 $
10,692,000
X-E-1
LE-2 $
27,943,000
X-E-2
LE-3 $
1,373,000
X-E-3
Class F
$ 55,011,000
LF-1 $
33,888,000
X-F-1
LF-2 $
21,123,000
X-F-2
Class G
$ 45,009,000
LG-1 $
8,325,000
X-G-1
LG-2 $
35,900,000
X-G-2
LG-3 $
784,000
X-G-3
Class H
$ 40,008,000
LH-1 $
11,118,000
X-H-1
LH-2 $
28,890,000
X-H-2
Class J
$ 20,004,000
LJ
$ 20,004,000
X-J
Class K
$ 20,004,000
LK-1 $
12,268,000
X-K-1
LK-2 $
7,736,000
X-K-2
Class L
$ 20,004,000
LL
$ 20,004,000
X-L
Class M
$ 10,002,000
LM
$ 10,002,000
X-M
Class N
$ 10,002,000
LN
$ 10,002,000
X-N
Class O
$ 10,002,000
LO
$ 10,002,000
X-O
Class P
$ 55,011,486
LP
$ 55,011,486
X-P
------------
(1) The Lower-Tier Regular Interest and the
Components 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
Components,"
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 $4,000,797,487.
Fourteen Mortgage Loans: the Wells Fargo Center Mortgage Loan,
The
Streets at Southpoint Mortgage Loan, the
Hyatt Regency Dallas Mortgage Loan, the
One HSBC Center Mortgage Loan, the 801
North Brand Mortgage Loan, the 200
Madison Avenue Mortgage Loan, the Four
Falls Mortgage Loan, the Oak Hill/Walnut
Hill Portfolio Mortgage Loan, the Rockaway
80 Corporate Center Mortgage Loan,
the Homewood Suites-Lansdale Mortgage Loan,
the Airport Center Mortgage Loan,
the Hampton Inn-Plymouth Meeting Mortgage
Loan, the Hampton Inn-Philadelphia
Airport Mortgage Loan and the Innovation
Park at Penn State Mortgage Loan
(collectively, together with the related
Companion Loans, the "Whole Loans")
represent one of the mortgage loans in
their respective Whole Loan, which, in
each case, will be serviced and
administered under this Agreement:
(i) The Wells Fargo Center Mortgage Loan and the Wells Fargo
Center
Pari Passu Companion Loan are part of a
split loan structure whereby the Wells
Fargo Center Mortgage Loan is pari passu
with the Wells Fargo Center Pari Passu
Companion Loan.
(ii) The Streets at Southpoint Mortgage Loan and The Streets at
Southpoint Subordinate Companion Loan are
part of a split loan structure whereby
The Streets at Southpoint Subordinate
Companion Loan is subordinate to The
Streets at Southpoint Mortgage Loan.
(iii) The Hyatt Regency Dallas Mortgage Loan and the Hyatt
Regency
Dallas Subordinate Companion Loan are part
of a split loan structure whereby the
Hyatt Regency Dallas Subordinate Companion
Loan is subordinate to the Hyatt
Regency Dallas Mortgage Loan.
(iv) The One HSBC Center Mortgage Loan and the One HSBC Center
Subordinate Companion Loan are part of a
split loan structure whereby the One
HSBC Center Subordinate Companion Loan is
subordinate to the One HSBC Center
Mortgage Loan.
(v) The 801 North Brand Mortgage Loan and the 801 North Brand
Subordinate Companion Loan are part of a
split loan structure whereby the 801
North Brand Subordinate Companion Loan is
subordinate to the 801 North Brand
Mortgage Loan.
(vi) The 200 Madison Mortgage Loan and the 200 Madison Pari
Passu
Companion Loan are part of a split loan
structure whereby the 200 Madison
Mortgage Loan is pari passu with the 200
Madison Pari Passu Companion Loan.
(vii) The Four Falls Mortgage Loan and the Four Falls
Subordinate
Companion Loan are part of a split loan
structure whereby the Four Falls
Subordinate Companion Loan is subordinate
to the Four Falls Mortgage Loan.
(viii) The Oak Hill/Walnut Hill Portfolio Mortgage Loan and the
Oak
Hill/Walnut Hill Portfolio Subordinate
Companion Loan are part of a split loan
structure whereby the Oak Hill/Walnut Hill
Portfolio Subordinate Companion Loan
is subordinate to the Oak Hill/Walnut Hill
Portfolio Mortgage Loan.
(ix) The Rockaway 80 Corporate Center Mortgage Loan and the
Rockaway
80 Corporate Center Subordinate Companion
Loan are part of a split loan
structure whereby the Rockaway 80 Corporate
Center Subordinate Companion Loan is
subordinate to the Rockaway 80 Corporate
Center Mortgage Loan.
(x) The Homewood Suites-Lansdale Mortgage Loan and the Homewood
Suites-Lansdale Subordinate Companion Loan
are part of a split loan structure
whereby the Homewood Suites-Lansdale
Subordinate Companion Loan is subordinate
to the Homewood Suites-Lansdale Mortgage
Loan.
(xi) The Airport Center Mortgage Loan and the Airport Center
Mortgage Subordinate Companion Loan are
part of a split loan structure whereby
the Airport Center Subordinate Companion
Loan is subordinate to the Airport
Center Mortgage Loan.
(xii) The Hampton Inn-Plymouth Meeting Mortgage Loan and the
Hampton
Inn-Plymouth Meeting Subordinate Companion
Loan are part of a split loan
structure whereby the Hampton Inn-Plymouth
Meeting Subordinate Companion Loan is
subordinate to the Hampton Inn-Plymouth
Meeting Mortgage Loan.
(xiii) The Hampton Inn-Philadelphia Airport Mortgage Loan and
the
Hampton Inn-Philadelphia Airport Mortgage
Subordinate Companion Loan are part of
a split loan structure whereby the Hampton
Inn-Philadelphia Airport Subordinate
Companion Loan is subordinate to the
Hampton Inn-Philadelphia Airport Mortgage
Loan.
(xiv) The Innovation Park at Penn State Mortgage Loan and the
Innovation Park at Penn State Subordinate
Companion Loan are part of a split
loan structure whereby the Innovation Park
at Penn State Subordinate Companion
Loan is subordinate to the Innovation Park
at Penn State Mortgage Loan.
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.
"200 Madison Avenue Co-Lender Agreement": With respect to the
200
Madison Avenue Whole Loan, the related
co-lender agreement by and among the 200
Madison Avenue Noteholders relating to the
relative rights of the holders of the
200 Madison Avenue Mortgage Loan and the
200 Madison Avenue Pari Passu Companion
Loan, as the same may be amended from time
to time in accordance with the terms
thereof.
"200 Madison Avenue Mortgage": The Mortgage securing the 200
Madison
Avenue Mortgage Loan and the 200 Madison
Avenue Pari Passu Companion Loan.
"200 Madison Avenue Mortgage Loan": With respect to the 200
Madison
Avenue Whole Loan, the Mortgage Loan
included in the Trust (identified as Loan
No. 17 on the Mortgage Loan Schedule),
which is designated as promissory note
A-1, and which is pari passu in right of
payment to the 200 Madison Avenue Pari
Passu Companion Loan, to the extent set
forth and as provided in the 200 Madison
Avenue Co-Lender Agreement.
"200 Madison Avenue Noteholders": Collectively, the holder of
the
200 Madison Avenue Mortgage Loan and the
holder of the 200 Madison Avenue Pari
Passu Companion Loan.
"200 Madison Avenue Pari Passu Companion Loan": For so long as
the
200 Madison Avenue Mortgage Loan or a
successor REO Mortgage Loan with respect
to the 200 Madison Avenue Mortgage Loan is
part of the Trust, the note which is
not included in the Trust and designated as
promissory note A-2, and which is
pari passu in right of payment to the 200
Madison Avenue Mortgage Loan, to the
extent set forth in the related Loan
Documents and as provided in the 200
Madison Avenue Co-Lender Agreement.
"200 Madison Avenue Whole Loan": The 200 Madison Avenue
Mortgage
Loan, together with the 200 Madison Avenue
Pari Passu Companion Loan, each of
which is secured by the 200 Madison Avenue
Mortgage. References herein to the
200 Madison Avenue Whole Loan shall be
construed to refer to the aggregate
indebtedness under the 200 Madison Avenue
Mortgage.
"478 and 479 Jumpers Hole Road Deed of Trust": The Deed of
Trust,
Assignment of Rents, Security Agreement and
Fixture Filing, dated as of February
11, 2005, with respect to the 478 and 479
Jumpers Hole Road Mortgage Loan.
"478 and 479 Jumpers Hole Road Mortgage Loan": The Mortgage
Loan
designated as Mortgage Loan No. 152 on the
Mortgage Loan Schedule.
"801 North Brand A Note": With respect to the 801 North Brand
Whole
Loan, the related promissory note made by
the related Mortgagor and secured by
the 801 North Brand Mortgage and designated
as promissory note A, which is
included in the Trust.
"801 North Brand Co-Lender Agreement": With respect to the 801
North
Brand Mortgage Loan, the related co-lender
agreement by and among the holder of
the 801 North Brand Mortgage Loan and the
801 North Brand Subordinate Companion
Loan relating to the relative rights of the
holders of the 801 North Brand
Mortgage Loan and the 801 North Brand
Subordinate Companion Loan, as the same
may be amended from time to time in
accordance with the terms thereof.
"801 North Brand Mortgage": The Mortgage securing the 801 North
Brand Mortgage Loan and the 801 North Brand
Subordinate Companion Loan.
"801 North Brand Mortgage Loan": With respect to the 801 North
Brand
Whole Loan, the Mortgage Loan included in
the Trust (identified as Loan No. 12
on the Mortgage Loan Schedule), which is
designated as the 801 North Brand A
Note and is senior in right of payment to
the 801 North Brand Subordinate
Companion Loan.
"801 North Brand Mortgaged Property": The property or
properties
that secure the 801 North Brand Whole
Loan.
"801 North Brand Subordinate Companion Loan": With respect to
the
801 North Brand Whole Loan, the related
promissory note made by the related
Mortgagor and secured by the 801 North
Brand Mortgage and designated as
promissory note B, which is not included in
the Trust, and is subordinate in
right of payment to the 801 North Brand
Mortgage Loan to the extent set forth in
the related Loan Documents and as provided
in the 801 North Brand Co-Lender
Agreement.
"801 North Brand Whole Loan": The 801 North Brand Mortgage
Loan,
together with the 801 North Brand
Subordinate Companion Loan, each of which is
secured by the same Mortgage on the 801
North Brand Mortgaged Property.
References herein to the 801 North Brand
Whole Loan shall be construed to refer
to the aggregate indebtedness under the 801
North Brand Mortgage.
"Accountant's Statement": As defined in Section 3.15.
"Accrued Component Interest": With respect to each Component of
the
Class X-P or Class X-C Certificates for any
Distribution Date, one month's
interest at the Class X-P Strip Rate or
Class X-C 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.
"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. Notwithstanding anything
to the contrary contained herein, with
respect to The Streets at Southpoint
Whole Loan, no taxes, including interest,
penalties or assessments, additional
amounts or additions to tax, administration
and compliance costs imposed on any
Trust REMIC shall be allocable to The
Streets at Southpoint Subordinate
Companion Loan.
"Administrative Cost Rate": As of any date of determination, a
rate
equal to the sum of the 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.
"Aggregate Planned Principal Amount": With respect to any
Distribution Date, the planned principal
amount for such Distribution Date
specified in Schedule III relating to the
Class A-ABA and Class A-ABB
Certificates in the aggregate.
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Airport Center A Note": With respect to the Airport Center
Whole
Loan, the related promissory note made by
the related Mortgagor and secured by
the Airport Center Mortgage and designated
as promissory note A, which is
included in the Trust.
"Airport Center Co-Lender Agreement": With respect to the
Airport
Center Mortgage Loan, the related co-lender
agreement by and among the holder of
the Airport Center Mortgage Loan and the
Airport Center Subordinate Companion
Loan relating to the relative rights of the
holders of the Airport Center
Mortgage Loan and the Airport Center
Subordinate Companion Loan, as the same may
be amended from time to time in accordance
with the terms thereof.
"Airport Center Mortgage": The Mortgage securing the Airport
Center
Mortgage Loan and the Airport Center
Subordinate Companion Loan.
"Airport Center Mortgage Loan": With respect to the Airport
Center
Whole Loan, the Mortgage Loan included in
the Trust (identified as Loan No. 81
on the Mortgage Loan Schedule), which is
designated as the Airport Center A Note
and is senior in right of payment to the
Airport Center Subordinate Companion
Loan.
"Airport Center Mortgaged Property": The property or properties
that
secure the Airport Center Whole Loan.
"Airport Center Subordinate Companion Loan": With respect to
the
Airport Center Whole Loan, the related
promissory note made by the related
Mortgagor and secured by the Airport Center
Mortgage and designated as
promissory note B, which is not included in
the Trust, and is subordinate in
right of payment to the Airport Center
Mortgage Loan to the extent set forth in
the related Loan Documents and as provided
in the Airport Center Co-Lender
Agreement.
"Airport Center Whole Loan": The Airport Center Mortgage Loan,
together with the Airport Center
Subordinate Companion Loan, each of which is
secured by the same Mortgage on the Airport
Center Mortgaged Property.
References herein to the Airport Center
Whole Loan shall be construed to refer
to the aggregate indebtedness under the
Airport Center Mortgage.
"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), 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 a 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 Special 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). 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 Special
Servicer shall determine and report to
the Master 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 Special 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 any
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 a Non-Serviced
Whole
Loan shall be calculated by the applicable
Other Special Servicer or Other
Primary 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), 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 a
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.
"Assumption Fees": Any fees collected by the Master Servicer or
Special Servicer in connection with an
assumption or modification of a Mortgage
Loan or substitution of a Mortgagor
thereunder permitted to be executed under
the provisions of this Agreement.
"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 Loans,
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 Loans, 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, 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);
(d) for the Distribution Date occurring in each March, the
Withheld
Amounts
remitted to the Lower-Tier Distribution Account pursuant to
Section
3.25; and
(e) with respect to the first Distribution Date, the Closing
Date
Deposit
Amount deposited into the Collection Account pursuant to
Section
2.01(h).
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.
"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.
"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.
"Cascade Mall Mortgage Loan": The Mortgage Loan identified as
Loan
No. 24 on the Mortgage Loan Schedule.
"Certificate": Any Class A-1, Class A-1P, Class A-DP, Class
A-2,
Class A-3, Class A-ABA, Class A-ABB, Class
A-4, Class A-4A, Class A-4B, Class
A-1A, Class X-P, Class X-C, 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 LR and Class R Certificate issued,
authenticated and delivered
hereunder.
"Certificate Custodian": Initially, Wells 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.
"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-1P
Certificates, the Class A-DP Certificates,
the Class A-2 Certificates, the Class
A-3 Certificates, the Class A-ABA
Certificates, the Class A-ABB Certificates,
the Class A-4 Certificates, the Class A-4A
Certificates, the Class A-4B
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
4.369%.
"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-11 hereto.
"Class A-1A Pass-Through Rate": A per annum fixed rate equal to
4.744%.
"Class A-1P 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-1P Pass-Through Rate": A per annum fixed rate equal to
5.285%.
"Class A-DP 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-DP Pass-Through Rate": A per annum fixed rate equal to
3.452%.
"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-4 hereto.
"Class A-2 Pass-Through Rate": A per annum fixed rate equal to
4.475%.
"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-5 hereto.
"Class A-3 Pass-Through Rate": A per annum fixed rate equal to
4.607%.
"Class A-ABA Pass-Through Rate": A per annum fixed rate equal
to
4.680%.
"Class A-ABB 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-ABB Pass-Through Rate": A per annum fixed rate equal
to
4.756%.
"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-8 hereto.
"Class A-4 Pass-Through Rate": A per annum fixed rate equal to
4.761%.
"Class A-4A 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 A-4A Pass-Through Rate": A per annum fixed rate equal to
4.751%.
"Class A-4B 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 A-4B Pass-Through Rate": A per annum fixed rate equal to
4.732%.
"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-12 hereto.
"Class A-J Pass-Through Rate": A per annum fixed rate equal to
4.782%.
"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-15 hereto.
"Class B Pass-Through Rate": A per annum rate equal to the lesser
of
(i) 4.841%, and (ii) 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-16 hereto.
"Class C Pass-Through Rate": A per annum rate equal to the lesser
of
(i) 4.890% and (ii) 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-17 hereto.
"Class D Pass-Through Rate": A per annum rate equal to the lesser
of
(i) 4.939% and (ii) 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-18 hereto.
"Class E Pass-Through Rate": A per annum rate equal to the lesser
of
(i) 5.078% and (ii) 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-19 hereto.
"Class F Pass-Through Rate": A per annum rate equal to the lesser
of
(i) 5.415% and (ii) 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-20 hereto.
"Class G Pass-Through Rate": A per annum rate equal to the WAC
Rate
minus 0.043%.
"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-21 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-22 hereto.
"Class J Pass-Through Rate": A per annum rate equal to the lesser
of
(i) 4.462% and (ii) 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-23 hereto.
"Class K Pass-Through Rate": A per annum rate equal to the lesser
of
(i) 4.462% and (ii) 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-24 hereto.
"Class L Pass-Through Rate": A per annum rate equal to the lesser
of
(i) 4.462% 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-30 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-25 hereto.
"Class M Pass-Through Rate": A per annum rate equal to the lesser
of
(i) 4.462% 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-26 hereto.
"Class N Pass-Through Rate": A per annum rate equal to the lesser
of
(i) 4.462% 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-27 hereto.
"Class O Pass-Through Rate": A per annum rate equal to the lesser
of
(i) 4.462% 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-28 hereto.
"Class P Pass-Through Rate": A per annum rate equal to the lesser
of
(i) 4.462% 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-29 hereto. The
Class R Certificates have no
Pass-Through Rate, Certificate Principal
Amount or Notional Amount.
"Class X Certificates": The Class X-P and Class X-C
Certificates
"Class X-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-14 hereto.
"Class X-C Notional Amount": With respect to the Class X-C
Certificates and any date of determination,
the sum of the then Component
Notional Amounts of all of the
Components.
"Class X-C Pass-Through Rate": For any Distribution Date, the
weighted average of Class X-C 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-C Strip Rate": With respect to any Class of Components
(other than the Class X-P 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. With respect to the Class
X-P Components (i) for any Distribution
Date occurring on or before the related
Class X-P Component Crossover Date, (x) the
WAC Rate for such Distribution Date
minus (y) the sum of the Pass-Through Rate
for the Corresponding Certificates
for such Distribution Date and the Class
X-P Strip Rate for such Component for
such Distribution Date, and (ii) for any
Distribution Date occurring after the
related Class X-P Component Crossover Date,
a rate per annum equal to (x) the
WAC Rate for such Distribution Date, minus
(y) the Pass-Through Rate for the
Corresponding Certificates (provided that
in no event shall any Class X-C Strip
Rate be less than zero).
"Class X-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-13 hereto.
"Class X-P Component Crossover Date": With respect to each
Component
set forth in the table below, the
Distribution Date occurring in the month and
year set forth in the table below:
--------------------------------------------------------------------------------
Component
Cross-Over Date
--------------------------------------------------------------------------------
Component X-A-1-2, Component X-A-1P-2,
Component X-A-1A-2,
December 2006
Component
X-A-DP-2..........................................
Component X-A-1-3, Component X-A-1P-3,
Component X-A-1A-3,
June 2007
Component X-A-DP-3, Component X-L,
Component X-K-1..........
Component X-A-1-4, Component X-A-1P-4,
Component X-A-1A-4,
December 2007
Component X-J, Component X-K-2,
Component X-A-2-1,
Component
X-H-1.............................................
Component X-A-2-2, Component X-A-1A-5,
Component X-G-1,
June 2008
Component
X-H-2.............................................
Component X-A-2-3, Component X-A-1A-6,
Component X-G-2........ December 2008
Component X-A-2-4, Component X-A-1A-7,
Component X-G-3,
June 2009
Component X-A-3-1, Component
X-F-1..........................
Component X-A-3-2, Component X-A-1A-8,
Component X-F-2,
December 2009
Component X-A-ABA-1, Component
X-E-1........................
Component X-A-1A-9, Component X-A-ABA-2,
Component X-E-2...... June
2010
Component X-A-ABA-3, Component X-A-1A-10,
Component X-A-ABB, December
2010
Component X-E-3, Component
X-A-4A-1, Component X-A-4-1,
Component
X-D-1.............................................
Component X-A-4-2, Component X-A-4A-2,
Component X-A-1A-11,
June 2011
Component
X-D-2.............................................
Component X-A-4-3, Component X-A-4A-3,
Component X-A-1A-12, December 2011
Component X-D-3, Component
X-C-1............................
Component X-A-4-4, Component X-A-4A-4,
Component X-A-1A-13,
June 2012
Component X-A-4B, Component X-A-J,
Component X-B,
Component
X-C-2.............................................
--------------------------------------------------------------------------------
"Class X-P Components": Component X-A-1A-2, Component X-A-1A-3,
Component X-A-1A-4, Component X-A-1A-5,
Component X-A-1A-6, Component X-A-1A-7,
Component X-A-1A-8, Component X-A-1A-9,
Component X-A-1A-10, Component
X-A-1A-11, Component X-A-1A-12, Component
X-A-1A-13, Component X-A-1P-2,
Component X-A-1P-3, Component X-A-1P-4,
Component X-A-DP-2, Component X-A-DP-3,
Component X-A-1-2, Component X-A-1-3,
Component X-A-1-4, Component X-A-2-1,
Component X-A-2-2, Component X-A-2-3,
Component X-A-2-4, Component X-A-3-1,
Component X-A-3-2, Component X-A-ABA-1,
Component X-A-ABA-2, Component
X-A-ABA-3, Component X-A-ABB, Component
X-A-4-1, Component X-A-4-2, Component
X-A-4-3, Component X-A-4-4, Component
X-A-4A-1, Component X-A-4A-2, Component
X-A-4A-3, Component X-A-4A-4, Component
X-A-4B, Component X-A-J, Component X-B,
Component X-C-1, Component X-C-2, Component
X-D-1, Component X-D-2, Component
X-D-3, Component X-E-1, Component X-E-2,
Component X-E-3, Component X-F-1,
Component X-F-2, Component X-G-1, Component
X-G-2, Component X-G-3, Component
X-H-1, Component X-H-2, Component X-J,
Component X-K-1, Component X-K-2 and
Component X-L.
"Class X-P Notional Amount": As of any date of determination,
the
sum of the then Component Notional Amounts
of the Class X-P Components,
excluding those Class X-P Components for
which the Class X-P Component Crossover
Date has previously passed.
"Class X-P Pass-Through Rate": For any Distribution Date, the
weighted average of the Class X-P Strip
Rates for the respective Class X-P
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-P Strip Rate": With respect to each of the Class X-P
Components for any Distribution Date, a
rate per annum equal to (i) for any
Distribution Date occurring on or before
the related Class X-P Component
Crossover Date, (x) the lesser of (1) the
rate per annum corresponding to such
Distribution Date as set forth on Schedule
II attached hereto less 0.05% and (2)
the WAC Rate for such Distribution Date,
less (y) the Pass-Through Rate in
effect on such Distribution Date for the
Corresponding Certificate (provided
that in no event shall any Class X-P Strip
Rate be less than zero), and (ii) for
any Distribution Date occurring after the
related Class X-P Component Crossover
Date, 0% per annum.
"Clearstream": Clearstream Banking, societe anonyme, and its
successors in interest.
"Closing Date": June 23, 2005.
"Closing Date Deposit Amount": $5,931.58, representing the
aggregate
amount of interest that would have accrued
at the related Mortgage Rates during
the Collection Period ending in July 2005,
for the Mortgage Loans that do not
have their first Monthly Payment due until
August 2005.
"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 Recoverability Report": A report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Advance Recoverability Report"
available as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally.
"CMSA Bond Level File": 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 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 Liquidation Report": The monthly report in the
"Historical Liquidation 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 "Historical Liquidation
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 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 ten supplemental reports: (i) CMSA Delinquent
Loan
Status Report, (ii) CMSA Historical Loan
Modification and Corrected Mortgage
Loan Report, (iii) CMSA Historical
Liquidation Report, (iv) CMSA REO Status
Report, (v) CMSA Operating Statement
Analysis Report, (vi) CMSA Comparative
Financial Status Report, (vii) CMSA
Servicer Watch List, (viii) CMSA Loan Level
Reserve/LOC Report, (ix) CMSA NOI
Adjustment Worksheet and (x) CMSA Advance
Recoverability 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 Website": The CMSA's Website located at "www.cmbs.org" 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
"GMAC Commercial Mortgage Corporation as
Master Servicer in trust for Wells
Fargo Bank, N.A., as Trustee, for the
registered holders of GS Mortgage
Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series
2005-GG4 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
July 2005, 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.
"Commerzbank": Commerzbank AG, New York Branch, a corporation
formed
under the laws of the Federal Republic of
Germany that is licensed through its
New York Branch to engage in the banking
business under Article V of the Banking
Law of the State of New York, and its
successors in interest.
"Commerzbank Loan Sale Agreement": The Loan Sale Agreement, dated
as
of the Cut-Off Date, by and between
Commerzbank and the Depositor.
"Commission": The Securities and Exchange Commission.
"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.
"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-1-1, Component X-A-1-2, Component
X-A-1-3, Component X-A-1-4, Component
X-A-1P-1, Component X-A-1P-2, Component
X-A-1P-3, Component X-A-1P-4, Component
X-A-DP-1, Component X-A-DP-2, Component
X-A-DP-3, Component X-A-2-1, Component
X-A-2-2, Component X-A-2-3, Component
X-A-2-4, Component X-A-3-1, Component
X-A-3-2, Component X-A-ABA-1, Component
X-A-ABA-2, Component X-A-ABA-3, Component
X-A-ABB, Component X-A-4-1, Component
X-A-4-2, Component X-A-4-3, Component
X-A-4-4, Component X-A-4A-1, Component
X-A-4A-2, Component X-A-4A-3, Component
X-A-4A-4, Component X-A-4B, Component
X-A-1A-1, Component X-A-1A-2, Component
X-A-1A-3, Component X-A-1A-4, Component
X-A-1A-5, Component X-A-1A-6, Component
X-A-1A-7, Component X-A-1A-8, Component
X-A-1A-9, Component X-A-1A-10, Component
X-A-1A-11, Component X-A-1A-12,
Component X-A-1A-13, Component X-A-J,
Component X-B, Component X-C-1, Component
X-C-2, Component X-D-1, Component X-D-2,
Component X-D-3, Component X-E-1,
Component X-E-2, Component X-E-3, Component
X-F-1, Component X-F-2, Component
X-G-1, Component X-G-2, Component X-G-3,
Component X-H-1, Component X-H-2,
Component X-J, Component X-K-1, Component
X-K-2, Component X-L, Component X-M,
Component X-N, Component X-O and Component
X-P.
"Component X-A-1-1": One of 68 components of the Class X-C
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Balance of the
Lower-Tier Regular Interest LA-1-1 as of any
date of determination.
"Component X-A-1-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1-2
as of any date of determination.
"Component X-A-1-3": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1-3
as of any date of determination.
"Component X-A-1-4": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1-4
as of any date of determination.
"Component X-A-1P-1": One of 68 components of the Class X-C
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Balance of the
Lower-Tier Regular Interest LA-1P-1 as of
any date of determination.
"Component X-A-1P-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1P-2
as of any date of determination.
"Component X-A-1P-3": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1P-3
as of any date of determination.
"Component X-A-1P-4": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1P-4
as of any date of determination.
"Component X-A-DP-1": One of 68 components of the Class X-C
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Balance of the
Lower-Tier Regular Interest LA-DP-1 as of
any date of determination.
"Component X-A-DP-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-DP-2
as of any date of determination.
"Component X-A-DP-3": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-DP-3
as of any date of determination.
"Component X-A-1A-1": One of 68 components of the Class X-C
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Balance of the
Lower-Tier Regular Interest LA-1A-1 as of
any date of determination.
"Component X-A-1A-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1A-2
as of any date of determination.
"Component X-A-1A-3": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1A-3
as of any date of determination.
"Component X-A-1A-4": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1A-4
as of any date of determination.
"Component X-A-1A-5": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1A-5
as of any date of determination.
"Component X-A-1A-6": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1A-6
as of any date of determination.
"Component X-A-1A-7": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1A-7
as of any date of determination.
"Component X-A-1A-8": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1A-8
as of any date of determination.
"Component X-A-1A-9": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1A-9
as of any date of determination.
"Component X-A-1A-10": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1A-10
as of any date of determination.
"Component X-A-1A-11": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1A-11
as of any date of determination.
"Component X-A-1A-12": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1A-12
as of any date of determination.
"Component X-A-1A-13": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-1A-13
as of any date of determination.
"Component X-A-2-1": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-2-1
as of any date of determination.
"Component X-A-2-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-2-2
as of any date of determination.
"Component X-A-2-3": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-2-3
as of any date of determination.
"Component X-A-2-4": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-2-4
as of any date of determination.
"Component X-A-3-1": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-3-1
as of any date of determination.
"Component X-A-3-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-3-2
as of any date of determination.
"Component X-A-ABA-1": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-ABA-1
as of any date of determination.
"Component X-A-ABA-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-ABA-2
as of any date of determination.
"Component X-A-ABA-3": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-ABA-3
as of any date of determination.
"Component X-A-ABB": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-ABB
as of any date of determination.
"Component X-A-4-1": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-4-1
as of any date of determination.
"Component X-A-4-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-4-2
as of any date of determination.
"Component X-A-4-3": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-4-3
as of any date of determination.
"Component X-A-4-4": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-4-4
as of any date of determination.
"Component X-A-4A-1": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-4A-1
as of any date of determination.
"Component X-A-4A-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-4A-2
as of any date of determination.
"Component X-A-4A-3": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-4A-3
as of any date of determination.
"Component X-A-4A-4": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-4A-4
as of any date of determination.
"Component X-A-4B": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LA-4B as
of any date of determination.
"Component X-A-J": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P 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 68 components of the Class X-C
Certificates
and one of 60 components of the Class X-P
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-1": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LC-1 as
of any date of determination.
"Component X-C-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LC-2 as
of any date of determination.
"Component X-D-1": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LD-1 as
of any date of determination.
"Component X-D-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LD-2 as
of any date of determination.
"Component X-D-3": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LD-3 as
of any date of determination.
"Component X-E-1": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LE-1 as
of any date of determination.
"Component X-E-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LE-2 as
of any date of determination.
"Component X-E-3": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LE-3 as
of any date of determination.
"Component X-F-1": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LF-1 as
of any date of determination.
"Component X-F-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LF-2 as
of any date of determination.
"Component X-G-1": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LG-1 as
of any date of determination.
"Component X-G-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LG-2 as
of any date of determination.
"Component X-G-3": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LG-3 as
of any date of determination.
"Component X-H-1": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LH-1 as
of any date of determination.
"Component X-H-2": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LH-2 as
of any date of determination.
"Component X-J": One of 68 components of the Class X-C
Certificates
and one of 60 components of the Class X-P
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-1": One of 68 components of the Class X-C
Certificates and one of 60 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Balance
of the Lower-Tier Regular Interest LK-1 as
of any date of determination.
"Component X-K-2" One of 68 components of the Class X-C
Certificates
and one of 60 components of the Class X-P
Certificates having a Component
Notional Amount equal to the then current
Lower-Tier Principal Balance of the
Lower-Tier Regular Interest LK-2 as of any
date of determination.
"Component X-L": One of 68 components of the Class X-C
Certificates
and one of 60 components of the Class X-P
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 68 components of the Class X-C
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 68 components of the Class X-C
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 68 components of the Class X-C
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 68 components of the Class X-C
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 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 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 each
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 DSHI Opco LLC.
"Corporate Trust Office": The office of the Trustee responsible
for
the administration of the Trust Fund
located at Wells Fargo Center, Sixth and
Marquette, Minneapolis, Minnesota
55479-0113 with respect to certificate
transfers and payments and at 9062 Old
Annapolis Road, Columbia, Maryland
21045-1951 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.
"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.
"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
date hereof, the Custodian is Wells
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
June 1, 2005 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.
"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).
"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 4
Business Days following the Determination
Date commencing in July 2005.
"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 "A+" by S&P, "AA-" by Fitch
and "Aa3" by Moody's or, if applicable, the
short-term rating equivalent thereof, which
is at least "A-1" by S&P, "F-1" by
Fitch and "P-2" by Moody's) 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 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 "Wells Fargo Bank,
N.A., as Trustee, in trust for the
registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2005-GG4 -
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.
"Fannie Mae": The Federal National Mortgage Association, and
its
successors in interest.
"FDIC": The Federal Deposit Insurance Corporation, and its
successors in interest.
"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
each 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.
"Fitch Approval": With respect to any servicer, Fitch Approval
shall
exist if such servicer is (1) acting as
master servicer in a commercial mortgage
loan securitization that was rated by Fitch
within the twelve (12) month period
prior to the date of determination, and
Fitch has not downgraded or withdrawn
the then-current rating on any class of
related commercial mortgage securities
or placed any class of related commercial
mortgage securities on watch citing
the continuation of such master servicer as
master servicer of such related
commercial mortgage securities as the cause
for such downgrade or withdrawal
which has not been withdrawn in 90 days or
(2) is approved in writing by Fitch.
"Form 8-K": A Current Report on Form 8-K under the Exchange Act,
or
such successor form as the Commission may
specify from time to time.
"Form 10-K": An Annual Report in Form 10-K under the Exchange
Act,
or such successor form as the Commission
may specify from time to time.
"Four Falls A Note": With respect to the Four Falls Whole Loan,
the
related promissory note made by the related
Mortgagor and secured by the Four
Falls Mortgage and designated as promissory
note A, which is included in the
Trust.
"Four Falls Co-Lender Agreement": With respect to the Four
Falls
Mortgage Loan, the related co-lender
agreement by and among the holder of the
Four Falls Mortgage Loan and the Four Falls
Subordinate Companion Loan relating
to the relative rights of the holders of
the Four Falls Mortgage Loan and the
Four Falls Subordinate Companion Loan, as
the same may be amended from time to
time in accordance with the terms
thereof.
"Four Falls Mortgage": The Mortgage securing the Four Falls
Mortgage
Loan and the Four Falls Subordinate
Companion Loan.
"Four Falls Mortgage Loan": With respect to the Four Falls
Whole
Loan, the Mortgage Loan included in the
Trust (identified as Loan No. 23 on the
Mortgage Loan Schedule), which is
designated as the Four Falls A Note and is
senior in right of payment to the Four
Falls Subordinate Companion Loan.
"Four Falls Mortgaged Property": The property or properties
that
secure the Four Falls Whole Loan.
"Four Falls Subordinate Companion Loan": With respect to the
Four
Falls Whole Loan, the related promissory
note made by the related Mortgagor and
secured by the Four Falls Mortgage and
designated as promissory note B, which is
not included in the Trust, and is
subordinate in right of payment to the Four
Falls Mortgage Loan to the extent set forth
in the related Loan Documents and as
provided in the Four Falls Co-Lender
Agreement.
"Four Falls Whole Loan": The Four Falls Mortgage Loan, together
with
the Four Falls Subordinate Companion Loan,
each of which is secured by the same
Mortgage on the Four Falls Mortgaged
Property. References herein to the Four
Falls Whole Loan shall be construed to
refer to the aggregate indebtedness under
the Four Falls Mortgage.
"Freddie 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 Loan Sale Agreement, dated as of
the
Cut-Off Date, by and between GCFP and the
Depositor.
"Global Certificates": The Class A, Class X, Class A-J, Class
B,
Class C, Class D, Class E, Class F, Class
G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O and Class P
Certificates.
"GMAC Servicing Standard" shall mean, to service and administer
the
Mortgage Loans and Companion Loans
(including the Serviced Whole Loans but
excluding the Non Serviced Mortgage Loans)
and any REO Properties that such
party is obligated to service and
administer pursuant to this Agreement as an
independent contractor on behalf of the
Trust and in the best interests of and
for the benefit of the Certificateholders,
as a collective whole, and, in the
case of the Companion Loans, the Companion
Holders and the Trust, as a
collective whole, taking into account the
subordinate nature of the Companion
Loans, as the case may be (as determined by
the Master Servicer in its
reasonable judgment) in accordance with
applicable law, the terms of this
Agreement (and with respect to each Whole
Loan, the related Intercreditor
Agreement) and the terms of the respective
Mortgage Loans and, if applicable,
the Companion Loans, and to the extent
consistent with the foregoing: (1) with
the same care, skill and diligence as is
normal and usual in its mortgage
servicing activities on behalf of third
parties or on behalf of itself,
whichever is higher, with respect to
mortgage loans that are comparable to the
Mortgage Loans, (2) with a view to the
timely collection of all principal and
interest and other amounts due and payable
under the Mortgage Loans or, if
applicable, the Companion Loans as a
collective whole, taking into account the
subordinate nature of the Companion Loans,
as applicable, and without regard to:
(A) any relationship that the Master
Servicer or any Affiliate of the Master
Servicer may have with any Mortgagor; (B)
the ownership of any Certificate or,
if applicable, mezzanine loan or Companion
Loan (or any certificate backed by a
Companion Loan), by the Master Servicer or
any Affiliate of the Master Servicer;
(C) the Master Servicer's obligation to
make Advances; and (D) the Master
Servicer's right to receive compensation
payable hereunder or with respect to
any particular transaction.
"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": Goldman Sachs Mortgage Company, a New York limited
partnership, and its successors in
interest.
"GSMC Loan Sale Agreement": The Loan Sale Agreement, dated as of
the
Cut-Off Date, by and between GSMC and the
Depositor.
"Hampton Inn-Philadelphia Airport A Note": With respect to the
Hampton Inn-Philadelphia Airport Whole
Loan, the related promissory note made by
the related Mortgagor and secured by the
Hampton Inn-Philadelphia Airport
Mortgage and designated as promissory note
A, which is included in the Trust.
"Hampton Inn-Philadelphia Airport Co-Lender Agreement": With
respect
to the Hampton Inn-Philadelphia Airport
Mortgage Loan, the related co-lender
agreement by and among the holder of the
Hampton Inn-Philadelphia Airport
Mortgage Loan and the Hampton
Inn-Philadelphia Airport Subordinate Companion
Loan relating to the relative rights of the
holders of the Hampton
Inn-Philadelphia Airport Mortgage Loan and
the Hampton Inn-Philadelphia Airport
Subordinate Companion Loan, as the same may
be amended from time to time in
accordance with the terms thereof.
"Hampton Inn-Philadelphia Airport Mortgage": The Mortgage
securing
the Hampton Inn-Philadelphia Airport
Mortgage Loan and the Hampton
Inn-Philadelphia Airport Subordinate
Companion Loan.
"Hampton Inn-Philadelphia Airport Mortgage Loan": With respect
to
the Hampton Inn-Philadelphia Airport Whole
Loan, the Mortgage Loan included in
the Trust (identified as Loan No. 90 on the
Mortgage Loan Schedule), which is
designated as the Hampton Inn-Philadelphia
Airport A Note and is senior in right
of payment to the Hampton Inn-Philadelphia
Airport Subordinate Companion Loan.
"Hampton Inn-Philadelphia Airport Mortgaged Property": The
property
or properties that secure the Hampton
Inn-Philadelphia Airport Whole Loan.
"Hampton Inn-Philadelphia Airport Subordinate Companion Loan":
With
respect to the Hampton Inn-Philadelphia
Airport Whole Loan, the related
promissory note made by the related
Mortgagor and secured by the Hampton
Inn-Philadelphia Airport Mortgage and
designated as promissory note B, which is
not included in the Trust, and is
subordinate in right of payment to the Hampton
Inn-Philadelphia Airport Mortgage Loan to
the extent set forth in the related
Loan Documents and as provided in the
Hampton Inn-Philadelphia Airport Co-Lender
Agreement.
"Hampton Inn-Philadelphia Airport Whole Loan": The Hampton
Inn-Philadelphia Airport Mortgage Loan,
together with the Hampton
Inn-Philadelphia Airport Subordinate
Companion Loan, each of which is secured by
the same Mortgage on the Hampton
Inn-Philadelphia Airport Mortgaged Property.
References herein to the Hampton
Inn-Philadelphia Airport Whole Loan shall be
construed to refer to the aggregate
indebtedness under the Hampton
Inn-Philadelphia Airport Mortgage.
"Hampton Inn-Plymouth Meeting A Note": With respect to the
Hampton
Inn-Plymouth Meeting Whole Loan, the
related promissory note made by the related
Mortgagor and secured by the Hampton
Inn-Plymouth Meeting Mortgage and
designated as promissory note A, which is
included in the Trust.
"Hampton Inn-Plymouth Meeting Co-Lender Agreement": With
respect
to the Hampton Inn-Plymouth Meeting
Mortgage Loan, the related intercreditor
agreement by and among the holder of the
Hampton Inn-Plymouth Meeting Mortgage
Loan and the Hampton Inn-Plymouth Meeting
Subordinate Companion Loan relating to
the relative rights of the holders of the
Hampton Inn-Plymouth Meeting Mortgage
Loan and the Hampton Inn-Plymouth Meeting
Subordinate Companion Loan, as the
same may be amended from time to time in
accordance with the terms thereof.
"Hampton Inn-Plymouth Meeting Mortgage": The Mortgage securing
the
Hampton Inn-Plymouth Meeting Mortgage Loan
and the Hampton Inn-Plymouth Meeting
Subordinate Companion Loan.
"Hampton Inn-Plymouth Meeting Mortgage Loan": With respect to
the
Hampton Inn-Plymouth Meeting Whole Loan,
the Mortgage Loan included in the Trust
(identified as Loan No. 82 on the Mortgage
Loan Schedule), which is designated
as the Hampton Inn-Plymouth Meeting A Note
and is senior in right of payment to
the Hampton Inn-Plymouth Meeting
Subordinate Companion Loan.
"Hampton Inn-Plymouth Meeting Mortgaged Property": The property
or
properties that secure the Hampton
Inn-Plymouth Meeting Whole Loan.
"Hampton Inn-Plymouth Meeting Subordinate Companion Loan": With
respect to the Hampton Inn-Plymouth Meeting
Whole Loan, the related promissory
note made by the related Mortgagor and
secured by the Hampton Inn-Plymouth
Meeting Mortgage and designated as
promissory note B, which is not included in
the Trust, and is subordinate in right of
payment to the Hampton Inn-Plymouth
Meeting Mortgage Loan to the extent set
forth in the related Loan Documents and
as provided in the Hampton Inn-Plymouth
Meeting Co-Lender Agreement.
"Hampton Inn-Plymouth Meeting Whole Loan": The Hampton
Inn-Plymouth
Meeting Mortgage Loan, together with the
Hampton Inn-Plymouth Meeting
Subordinate Companion Loan, each of which
is secured by the same Mortgage on the
Hampton Inn-Plymouth Meeting Mortgaged
Property. References herein to the
Hampton Inn-Plymouth Meeting Whole Loan
shall be construed to refer to the
aggregate indebtedness under the Hampton
Inn-Plymouth Meeting Mortgage.
"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-Lansdale A Note": With respect to the Homewood
Suites-Lansdale Whole Loan, the related
promissory note made by the related
Mortgagor and secured by the Homewood
Suites-Lansdale Mortgage and designated as
promissory note A, which is included in the
Trust.
"Homewood Suites-Lansdale Co-Lender Agreement": With respect to
the
Homewood Suites-Lansdale Mortgage Loan, the
related intercreditor agreement by
and among the holder of the Homewood
Suites-Lansdale Mortgage Loan and the
Homewood Suites-Lansdale Subordinate
Companion Loan relating to the relative
rights of the holders of the Homewood
Suites-Lansdale Mortgage Loan and the
Homewood Suites-Lansdale Subordinate
Companion Loan, as the same may be amended
from time to time in accordance with the
terms thereof.
"Homewood Suites-Lansdale Mortgage": The Mortgage securing the
Homewood Suites-Lansdale Mortgage Loan and
the Homewood Suites-Lansdale
Subordinate Companion Loan.
"Homewood Suites-Lansdale Mortgage Loan": With respect to the
Homewood Suites-Lansdale Whole Loan, the
Mortgage Loan included in the Trust
(identified as Loan No. 75 on the Mortgage
Loan Schedule), which is designated
as the Homewood Suites-Lansdale A Note and
is senior in right of payment to the
Homewood Suites-Lansdale Subordinate
Companion Loan.
"Homewood Suites-Lansdale Mortgaged Property": The property or
properties that secure the Homewood
Suites-Lansdale Whole Loan.
"Homewood Suites-Lansdale Subordinate Companion Loan": With
respect
to the Homewood Suites-Lansdale Whole Loan,
the related promissory note made by
the related Mortgagor and secured by the
Homewood Suites-Lansdale Mortgage and
designated as promissory note B, which is
not included in the Trust, and is
subordinate in right of payment to the
Homewood Suites-Lansdale Mortgage Loan to
the extent set forth in the related Loan
Documents and as provided in the
Homewood Suites-Lansdale Co-Lender
Agreement.
"Homewood Suites-Lansdale Whole Loan": The Homewood
Suites-Lansdale
Mortgage Loan, together with the Homewood
Suites-Lansdale Subordinate Companion
Loan, each of which is secured by the same
Mortgage on the Homewood
Suites-Lansdale Mortgaged Property.
References herein to the Homewood
Suites-Lansdale Whole Loan shall be
construed to refer to the aggregate
indebtedness under the Homewood
Suites-Lansdale Mortgage.
"Hyatt Regency Dallas A Note": With respect to the Hyatt
Regency
Dallas Whole Loan, the related promissory
note made by the related Mortgagor and
secured by the Hyatt Regency Dallas
Mortgage and designated as promissory note
A, which is included in the Trust.
"Hyatt Regency Dallas Intercreditor Agreement": With respect to
the
Hyatt Regency Dallas Mortgage Loan, the
related intercreditor agreement by and
among the holder of the Hyatt Regency
Dallas Mortgage Loan and the Hyatt Regency
Dallas Subordinate Companion Loan relating
to the relative rights of the holders
of the Hyatt Regency Dallas Mortgage Loan
and the Hyatt Regency Dallas
Subordinate Companion Loan, as the same may
be amended from time to time in
accordance with the terms thereof.
"Hyatt Regency Dallas Mortgage": The Mortgage securing the
Hyatt
Regency Dallas Mortgage Loan and the Hyatt
Regency Dallas Subordinate Companion
Loan.
"Hyatt Regency Dallas Mortgage Loan": With respect to the Hyatt
Regency Dallas Whole Loan, the Mortgage
Loan included in the Trust (identified
as Loan No. 7 on the Mortgage Loan
Schedule), which is designated as the Hyatt
Regency Dallas A Note and is senior in
right of payment to the Hyatt Regency
Dallas Subordinate Companion Loan.
"Hyatt
Regency Dallas Mortgaged Property": The property or
properties that secure the Hyatt Regency
Dallas Whole Loan.
"Hyatt Regency Dallas Subordinate Companion Loan": With respect
to
the Hyatt Regency Dallas Whole Loan, the
related promissory note made by the
related Mortgagor and secured by the Hyatt
Regency Dallas Mortgage and
designated as promissory note B, which is
not included in the Trust, and is
subordinate in right of payment to the
Hyatt Regency Dallas Mortgage Loan to the
extent set forth in the related Loan
Documents and as provided in the Hyatt
Regency Dallas Intercreditor Agreement.
"Hyatt Regency Dallas Whole Loan": The Hyatt Regency Dallas
Mortgage
Loan, together with the Hyatt Regency
Dallas Subordinate Companion Loan, each of
which is secured by the same Mortgage on
the Hyatt Regency Dallas Mortgaged
Property. References herein to the Hyatt
Regency Dallas Whole Loan shall be
construed to refer to the aggregate
indebtedness under the Hyatt Regency Dallas
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.
"Innovation Park at Penn State A Note": With respect to the
Innovation Park at Penn State Whole Loan,
the related promissory note made by
the related Mortgagor and secured by the
Innovation Park at Penn State Mortgage
and designated as promissory note A, which
is included in the Trust.
"Innovation Park at Penn State Intercreditor Agreement": With
respect to the Innovation Park at Penn
State Mortgage Loan, the related
intercreditor agreement by and among the
holder of the Innovation Park at Penn
State Mortgage Loan and the Innovation Park
at Penn State Subordinate Companion
Loan relating to the relative rights of the
holders of the Innovation Park at
Penn State Mortgage Loan and the Innovation
Park at Penn State Subordinate
Companion Loan, as the same may be amended
from time to time in accordance with
the terms thereof.
"Innovation Park at Penn State Mortgage": The Mortgage securing
the
Innovation Park at Penn State Mortgage Loan
and the Innovation Park at Penn
State Subordinate Companion Loan.
"Innovation Park at Penn State Mortgage Loan": With respect to
the
Innovation Park at Penn State Whole Loan,
the Mortgage Loan included in the
Trust (identified as Loan No. 116 on the
Mortgage Loan Schedule), which is
designated as the Innovation Park at Penn
State A Note and is senior in right of
payment to the Innovation Park at Penn
State Subordinate Companion Loan.
"Innovation Park at Penn State Mortgaged Property": The property
or
properties that secure the Innovation Park
at Penn State Whole Loan.
"Innovation Park at Penn State Subordinate Companion Loan":
With
respect to the Innovation Park at Penn
State Whole Loan, the related promissory
note made by the related Mortgagor and
secured by the Innovation Park at Penn
State Mortgage and designated as promissory
note B, which is not included in the
Trust, and is subordinate in right of
payment to the Innovation Park at Penn
State Mortgage Loan to the extent set forth
in the related Loan Documents and as
provided in the Innovation Park at Penn
State Intercreditor Agreement.
"Innovation Park at Penn State Whole Loan": The Innovation Park
at
Penn State Mortgage Loan, together with the
Innovation Park at Penn State
Subordinate Companion Loan, each of which
is secured by the same Mortgage on the
Innovation Park at Penn State Mortgaged
Property. References herein to the
Innovation Park at Penn State Whole Loan
shall be construed to refer to the
aggregate indebtedness under the Innovation
Park at Penn State Mortgage.
"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 each
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 Wells Fargo Center Co-Lender
Agreement, The Streets at Southpoint
Co-Lender Agreement, the Hyatt Regency
Dallas Intercreditor Agreement, the One
HSBC Center Co-Lender Agreement, the 801
North Brand Co-Lender Agreement, the 200
Madison Avenue Co-Lender Agreement, the
Four Falls Co-Lender Agreement, the Oak
Hill/Walnut Hill Portfolio Co-Lender
Agreement, the Rockaway 80 Corporate Center
Intercreditor Agreement, the
Homewood Suites-Lansdale Co-Lender
Agreement, the Airport Center Co-Lender
Agreement, the Hampton Inn-Plymouth Meeting
Co-Lender Agreement, the Hampton
Inn-Philadelphia Airport Co-Lender
Agreement, and the Innovation Park at Penn
State Co-Lender 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-P or X-C 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
with respect to each 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 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
"Wells Fargo Bank, N.A., as Trustee, in
trust for Holders of GS Mortgage
Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series
2005-GG4, 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.
"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
(or portion thereof with respect to the
Mall at Wellington Green Mortgage Loan,
The Streets at Southpoint Mortgage Loan or
the Cascade Mall 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 Involuntary Principal Distribution Amount": With
respect to any Distribution Date, an amount
not less than zero equal to the
excess of the Loan Group 1 Principal
Distribution Amount for such Distribution
Date over the Loan Group 1 Voluntary
Principal Distribution Amount for that
Distribution Date.
"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-1P, Class A-DP, Class
A-2, Class A-3, Class A-ABA, Class A-ABB,
Class A-4, Class A-4A and Class A-4B
Certificates, exceeds (2) the aggregate
amount distributed in respect of
principal on the Class A-1, Class A-1P,
Class A-DP, Class A-2, Class A-3, Class
A-ABA, Class A-ABB, Class A-4, Class A-4A
and Class A-4B Certificates on the
prior Distribution Date. There will be no
Loan Group 1 Principal Shortfall on
the first Distribution Date.
"Loan Group 1 Voluntary Principal Distribution Amount": With
respect
to any Distribution Date, an amount equal
to the lesser of (i) the Loan Group 1
Principal Distribution Amount for that
Distribution Date and (ii) that portion
of the Loan Group 1 Principal Distribution
Amount comprised of the sum of (a)
the Voluntary Principal Shortfalls for that
Distribution Date, (b) the Scheduled
Principal Distribution Amounts that
comprise the Group 1 Principal Distribution
Amount for that Distribution Date,
regardless of Loan Group, and (c) all amounts
referred to in clause (a) of the definition
of Unscheduled Payments that are
included in the Loan Group 1 Principal
Distribution Amount for that Distribution
Date, regardless of Loan Group, to the
extent that such principal was a
voluntary prepayment permitted pursuant to
the terms of the related Mortgage
Loan documents and are not the result of
any workout, modification or waiver of
the terms of the Mortgage Loan
documents.
"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-4B Certificates to
zero, the Loan Group 1 Principal
Distribution Amount (or portion thereof
remaining after the Class A-4B 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 or the Commerzbank 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 "Wells Fargo Bank, N.A., as
Trustee, in trust for Holders of GS
Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through
Certificates, Series 2005-GG4, 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-1-1, Class LA-1-2,
Class LA-1-3, Class LA-1-4, Class LA-1P-1,
Class LA-1P-2, Class LA-1P-3, Class
LA-1P-4, Class LA-DP-1, Class LA-DP-2,
Class LA-DP-3, Class LA-2-1, Class
LA-2-2, Class LA-2-3, Class LA-2-4, Class
LA-3-1, Class LA-3-2, Class LA-ABA-1,
Class LA-ABA-2, Class LA-ABA-3, Class
LA-ABB, Class LA-4-1, Class LA-4-2, Class
LA-4-3, Class LA-4-4, Class LA-4A-1, Class
LA-4A-2, Class LA-4A-3, Class
LA-4A-4, Class LA-4B, Class LA-1A-1, Class
LA-1A-2, Class LA-1A-3, Class
LA-1A-4, Class LA-1A-5, Class LA-1A-6,
Class LA-1A-7, Class LA-1A-8, Class
LA-1A-9, Class LA-1A-10, Class LA-1A-11,
Class LA-1A-12, Class LA-1A-13, Class
LA-J, Class LB, Class LC-1, Class LC-2,
Class LD-1, Class LD-2, Class LD-3,
Class LE-1, Class LE-2, Class LE-3, Class
LF-1, Class LF-2, Class LG-1, Class
LG-2, Class LG-3, Class LH-1, Class LH-2,
Class LJ, Class LK-1, Class LK-2,
Class LL, Class LM, Class LN, Class LO and
Class LP 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
an Other Pooling Agreement related to a
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, the Closing Date Deposit and the
Excess Liquidation Proceeds Reserve
Account, in each case excluding amounts
allocable to any Serviced Companion
Loan.
"MAI": Member of the Appraisal Institute.
"Mall at Wellington Green Mortgage Loan": The Mortgage Loan
identified as Loan No. 1 on the Mortgage
Loan Schedule.
"Manager": With respect to any Mortgage Loan, any property
manager
for the related Mortgaged Properties.
"Master Servicer": GMAC Commercial Mortgage Corporation 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.
"Master Servicer Servicing Standard": The GMAC Servicing
Standard;
provided that if GMAC Commercial Mortgage
Corporation is not the Master Servicer
hereunder, with respect to such successor
Master Servicer shall mean, to service
and administer the Mortgage Loans and
Companion Loans (including the Serviced
Whole Loans but excluding the Non Serviced
Mortgage Loans) 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: (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 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 services and
administers comparable mortgage loans
owned by the Master Servicer, in either
case, exercising reasonable business
judgment and acting in accordance with
applicable law, the terms of this
Agreement and the terms of the respective
Serviced Loans; (ii) with a view to:
the timely recovery of all payments of
principal and interest, including Balloon
Payments, under the Mortgage Loans or
Serviced Whole Loan; and (iii) without
regard to (A) any relationship, including
as lender on any other debt, that the
Master Servicer 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 any Affiliate
thereof; (C) the obligation of the Master
Servicer to make Advances; (D) the
right of the Master Servicer 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 any Affiliate thereof.
"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 Mortgage Loan Innovation Park at Penn
State
identified as Loan No. 116 on the Mortgage
Loan Schedule.
"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": Moody's Investors Service, Inc., or its successor in
interest.
"Moody's Approval": With respect to any servicer, Moody's
Approval
shall exist if such servicer is (1) acting
as master servicer in a commercial
mortgage loan securitization that was rated
by Moody's within the twelve (12)
month period prior to the date of
determination, and Moody's has not downgraded
or withdrawn the then-current rating on any
class of related commercial mortgage
securities or placed any class of related
commercial mortgage securities on
watch citing the continuation of such
master servicer as master servicer of such
related commercial mortgage securities as
the cause for such downgrade,
withdrawal or watch or (2) is approved in
writing by Moody's.
"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
"Wells Fargo Bank, N.A., as trustee for the registered holders
of
GS
Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through
Certificates, Series 2005-GG4" 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 "Wells Fargo Bank,
N.A.,
as trustee
for the registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series
2005-GG4"
(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 "Wells Fargo Bank,
N.A., as
trustee for the registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series
2005-GG4";
(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 "Wells
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 2005-GG4";
(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 "Wells
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 2005-GG4";
(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;
and provided, further, 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.
Notwithstanding anything to the contrary contained herein, with
respect to each 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.
With respect to the Mall at Wellington
Green Mortgage Loan, The Streets at
Southpoint Mortgage Loan and the Cascade
Mall Mortgage Loan, the delivery of the
Mortgage File by either Commerzbank or GSMC
shall satisfy the delivery
requirements for both Commerzbank and
GSMC.
"Mortgage Loan": 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 Commerzbank, GCFP and GSMC, 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, 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,
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).
"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.
"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 a Non-Serviced Mortgage Loan,
made by the Other Primary 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 a
Non-Serviced Mortgage Loan, made by the
Other Primary Servicer, the Other
Trustee or any other fiscal agent, 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
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": None.
"Non-Serviced Mortgage Loan": None.
"Non-Serviced Whole Loan": None.
"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-P Certificates, a notional
principal amount equal to the Class
X-P Notional Amount, (b) with respect to
the Class X-C Certificates, a notional
principal amount equal to the Class X-C
Notional Amount and (c) in the case of
each Component, the amount set forth in the
applicable definition thereof.
"Oak Hill/Walnut Hill Portfolio A Note": With respect to the
Oak
Hill/Walnut Hill Portfolio Whole Loan, the
related promissory note made by the
related Mortgagor and secured by the Oak
Hill/Walnut Hill Portfolio Mortgage and
designated as promissory note A, which is
included in the Trust.
"Oak Hill/Walnut Hill Portfolio Co-Lender Agreement": With
respect
to the Oak Hill/Walnut Hill Portfolio
Mortgage Loan, the related co-lender
agreement by and among the holder of the
Oak Hill/Walnut Hill Portfolio Mortgage
Loan and the Oak Hill/Walnut Hill Portfolio
Subordinate Companion Loan relating
to the relative rights of the holders of
the Oak Hill/Walnut Hill Portfolio
Mortgage Loan and the Oak Hill/Walnut Hill
Portfolio Subordinate Companion Loan,
as the same may be amended from time to
time in accordance with the terms
thereof.
"Oak Hill/Walnut Hill Portfolio Mortgage": The Mortgage securing
the
Oak Hill/Walnut Hill Portfolio Mortgage
Loan and the Oak Hill/Walnut Hill
Portfolio Subordinate Companion Loan.
"Oak Hill/Walnut Hill Portfolio Mortgage Loan": With respect to
the
Oak Hill/Walnut Hill Portfolio Whole Loan,
the Mortgage Loan included in the
Trust (identified as Loan No. 30 on the
Mortgage Loan Schedule), which is
designated as the Oak Hill/Walnut Hill
Portfolio A Note and is senior in right
of payment to the Oak Hill/Walnut Hill
Portfolio Subordinate Companion Loan.
"Oak Hill/Walnut Hill Portfolio Mortgaged Property": The property
or
properties that secure the Oak Hill/Walnut
Hill Portfolio Whole Loan.
"Oak Hill/Walnut Hill Portfolio Subordinate Companion Loan":
With
respect to the Oak Hill/Walnut Hill
Portfolio Whole Loan, the related promissory
note made by the related Mortgagor and
secured by the Oak Hill/Walnut Hill
Portfolio Mortgage and designated as
promissory note B, which is not included in
the Trust, and is subordinate in right of
payment to the Oak Hill/Walnut Hill
Portfolio Mortgage Loan to the extent set
forth in the related Loan Documents
and as provided in the Oak Hill/Walnut Hill
Portfolio Co-Lender Agreement.
"Oak Hill/Walnut Hill Portfolio Whole Loan": The Oak
Hill/Walnut
Hill Portfolio Mortgage Loan, together with
the Oak Hill/Walnut Hill Portfolio
Subordinate Companion Loan, each of which
is secured by the same Mortgage on the
Oak Hill/Walnut Hill Portfolio Mortgaged
Property. References herein to the Oak
Hill/Walnut Hill Portfolio Whole Loan shall
be construed to refer to the
aggregate indebtedness under the Oak
Hill/Walnut Hill Portfolio Mortgage.
"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.
"One HSBC Center A Note": With respect to the One HSBC Center
Whole
Loan, the related promissory note made by
the related Mortgagor and secured by
the One HSBC Center Mortgage and designated
as promissory note A, which is
included in the Trust.
"One HSBC Center Co-Lender Agreement": With respect to the One
HSBC
Center Mortgage Loan, the related co-lender
agreement by and among the holder of
the One HSBC Center Mortgage Loan and the
One HSBC Center Subordinate Companion
Loan relating to the relative rights of the
holders of the One HSBC Center
Mortgage Loan and the One HSBC Center
Subordinate Companion Loan, as the same
may be amended from time to time in
accordance with the terms thereof.
"One HSBC Center Mortgage": The Mortgage securing the One HSBC
Center Mortgage Loan and the One HSBC
Center Subordinate Companion Loan.
"One HSBC Center Mortgage Loan": With respect to the One HSBC
Center
Whole Loan, the Mortgage Loan included in
the Trust (identified as Loan No. 9 on
the Mortgage Loan Schedule), which is
designated as the One HSBC Center A Note
and is senior in right of payment to the
One HSBC Center Subordinate Companion
Loan.
"One HSBC Center Mortgaged Property": The property or
properties
that secure the One HSBC Center Whole
Loan.
"One HSBC Center Subordinate Companion Loan": With respect to
the
One HSBC Center Whole Loan, the related
promissory note made by the related
Mortgagor and secured by the One HSBC
Center Mortgage and designated as
promissory note B, which is not included in
the Trust, and is subordinate in
right of payment to the One HSBC Center
Mortgage Loan to the extent set forth in
the related Loan Documents and as provided
in the One HSBC Center Co-Lender
Agreement.
"One HSBC Center Whole Loan": The One HSBC Center Mortgage
Loan,
together with the One HSBC Center
Subordinate Companion Loan, each of which is
secured by the same Mortgage on the One
HSBC Center Mortgaged Property.
References herein to the One HSBC Center
Whole Loan shall be construed to refer
to the aggregate indebtedness under the One
HSBC Center Mortgage.
"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-C Notional Amount": $4,000,797,486.
"Original Class X-P Notional Amount": $3,831,315,000.
"Original Notional Amount": The Original Class X-P Notional
Amount
or the Original Class X-C Notional Amount,
as the context requires.
"Originator": Each of Archon Financial, L.P., a Delaware
limited
partnership, GCFP and Commerzbank.
"Other Primary Servicer": None.
"Other Pooling Agreement": None.
"Other Special Servicer": None.
"Other Trustee": None.
"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 Loans": Collectively, the Wells Fargo
Center
Pari Passu Companion Loan and the 200
Madison Avenue Pari Passu Companion Loan.
"Pass-Through Rate": Each of the Class A-1 Pass-Through Rate,
Class
A-1P Pass-Through Rate, Class A-DP
Pass-Through Rate, the Class A-2 Pass-Through
Rate, the Class A-3 Pass-Through Rate, the
Class A-ABA Pass-Through Rate, the
Class A-ABB Pass-Through Rate, the Class
A-4 Pass-Through Rate, the Class A-4A
Pass-Through Rate, the Class A-4B
Pass-Through Rate, the Class A-1A Pass-Through
Rate, the Class X-P Pass-Through Rate, the
Class X-C 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 and the Class P 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.
"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.
"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
Moody's,
Fitch or
S&P, otherwise acceptable to Moody's, Fitch or S&P, 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 Moody's, otherwise acceptable to
S&P, Fitch
or
Moody's, 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 Moody's, otherwise acceptable to S&P, Fitch
or Moody's,
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
Moody's,
otherwise acceptable to S&P, Fitch or Moody's, 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 Wells 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
Moody's,
otherwise
acceptable to S&P, Fitch or Moody's, 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, directly or
indirectly, through any pass-through entity, 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
Primary 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 F, Class G,
Class
H, Class J, Class K, Class L, Class M,
Class N, Class O and Class P
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 a 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 9, 2005, as supplemented
by
the Prospectus Supplement relating to the
Public Global Certificates.
"Prospectus Supplement": The prospectus supplement dated June
9,
2005, relating to the Public Global
Certificates.
"Public Global Certificate": Each of the Class A-1, Class A-1P,
Class A-DP, Class A-2, Class A-3, Class
A-ABA, Class A-ABB, Class A-4, Class
A-4A, Class A-4B, Class A-1A, Class A-J,
Class B, Class C, Class D and Class E
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; 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 the Mall
at Wellington Green Mortgage Loan,
The Streets at Southpoint Mortgage Loan and
the Cascade Mall Mortgage Loan, the
Purchase Price for each applicable Mortgage
Loan Seller will be its respective
percentage of the total Purchase Price for
the Mall at Wellington Green Mortgage
Loan, The Streets
