EX-99 2 gc820177-ex99_1.txt POOLING AND SERVICING AGREEMENT EXHIBIT 99.1 Greenwich Capital Commercial Funding Corp., as Depositor and GMAC Commercial Mortgage Corporation, as Master Servicer and GMAC Commercial Mortgage Corporation, as Special Servicer and LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent POOLING AND SERVICING AGREEMENT Dated as of February 10, 2005 ------------------------------------------------ $3,591,930,613 Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 TABLE OF CONTENTS ARTICLE I DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES Section 1.01 Defined Terms................................................ Section 1.02 General Interpretive Principles.............................. Section 1.03 Certain Adjustments to the Principal Distributions on the Certificates................................................ Section 1.04 Certain Calculations Relating to REO Loans................... Section 1.05 Certain Matters with respect to the 1370 Avenue of the Americas Loan Group......................................... ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Creation of Trust; Conveyance of Mortgage Loans.............. Section 2.02 Acceptance of Trust Fund by Trustee.......................... Section 2.03 Repurchase of Mortgage Loans for Document Defects and Breaches of Representations and Warranties.................. Section 2.04 Representations, Warranties and Covenants of the Depositor... Section 2.05 Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests........................................ ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND Section 3.01 Administration of the Loans.................................. Section 3.02 Collection of Loan Payments.................................. Section 3.03 Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts........................ Section 3.04 Pool Custodial Account, Defeasance Deposit Account, Distribution Account, Interest Reserve Account and Excess Liquidation Proceeds Account......................... Section 3.04A Loan Group Custodial Account................................. Section 3.05 Permitted Withdrawals From the Pool Custodial Account, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account................. Section 3.05A Permitted Withdrawals From the Loan Group Custodial Account..................................................... Section 3.05B Loss of Value Reserve Fund................................... Section 3.06 Investment of Funds in the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit Account, the Custodial Accounts and the REO Accounts..................... Section 3.07 Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage; Environmental Insurance.............. Section 3.08 Enforcement of Due-on-Sale and Due on Encumbrance Provisions.................................................. Section 3.09 Realization Upon Defaulted Loans; Required Appraisals; Appraisal Reduction Calculation............................. Section 3.10 Trustee and Custodian to Cooperate; Release of Mortgage Files....................................................... Section 3.11 Servicing Compensation; Payment of Expenses.................. Section 3.12 Certain Matters Regarding Servicing Advances................. Section 3.13 Property Inspections; Collection of Financial Statements; Delivery of Certain Reports................................. Section 3.13A Delivery of Certain Reports to the Companion Loan Noteholders................................................. Section 3.13B Statements to the Companion Loan Noteholders................. Section 3.14 Annual Statement as to Compliance............................ Section 3.15 Reports by Independent Public Accountants.................... Section 3.16 Access to Certain Information................................ Section 3.17 Title to REO Property; REO Accounts.......................... Section 3.18 Management of REO Property................................... Section 3.19 Sale of Mortgage Loans and REO Properties.................... Section 3.20 Additional Obligations of the Master Servicer; Obligations to Notify Ground Lessors; the Special Servicer's Right to Request the Master Servicer to Make Servicing Advances.......................................... Section 3.21 Modifications, Waivers, Amendments and Consents; Defeasance.................................................. Section 3.22 Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.................................... Section 3.23 Sub-Servicing Agreements..................................... Section 3.24 Representations and Warranties of the Master Servicer........ Section 3.25 Representations and Warranties of the Special Servicer....... Section 3.26 Certain Matters Regarding the Purchase of the Loan Group Trust Mortgage Loans........................................ Section 3.27 Application of Default Charges............................... Section 3.28 Limitations on and Authorizations of the Master Servicer and Special Servicer with Respect to Specific Mortgage Loans....................................................... Section 3.29 Additional Matters with respect to Mall St. Matthews Mortgage Loan and North Star Mall Mortgage Loan............. Section 3.30 Additional Matters with respect to the 1370 Avenue of the Americas Loan Group......................................... ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS Section 4.01 Distributions................................................ Section 4.02 Statements to Certificateholders; CMSA Loan Periodic Update File................................................. Section 4.03 P&I Advances................................................. Section 4.03A P&I Advances on the Loan Group Trust Mortgage Loans.......... Section 4.04 Allocation of Realized Losses and Additional Trust Fund Expenses.................................................... Section 4.05 Various Reinstatement Amounts................................ Section 4.06 Calculations................................................. Section 4.07 Use of Agents................................................ ARTICLE V THE CERTIFICATES Section 5.01 The Certificates............................................. Section 5.02 Registration of Transfer and Exchange of Certificates........ Section 5.03 Book-Entry Certificates...................................... Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates............ Section 5.05 Persons Deemed Owners........................................ ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DIRECTING HOLDER Section 6.01 Liability of Depositor, Master Servicer and Special Servicer.................................................... Section 6.02 Continued Qualification and Compliance of Master Servicer; Merger, Consolidation or Conversion of Depositor, Master Servicer or Special Servicer.............. Section 6.03 Limitation on Liability of Depositor, Master Servicer and Special Servicer............................................ Section 6.04 Resignation of Master Servicer and the Special Servicer...... Section 6.05 Rights of Depositor, Trustee and the Companion Loan Noteholders in Respect of the Master Servicer and the Special Servicer............................................ Section 6.06 Depositor, Master Servicer and Special Servicer to Cooperate with Trustee...................................... Section 6.07 Depositor, Special Servicer and Trustee to Cooperate with Master Servicer............................................. Section 6.08 Depositor, Master Servicer and Trustee to Cooperate with Special Servicer............................................ Section 6.09 Termination and Designation of Special Servicer by the Directing Holder............................................ Section 6.10 Master Servicer or Special Servicer as Owner of a Certificate................................................. Section 6.11 Certain Powers of the Directing Holder....................... ARTICLE VII DEFAULT Section 7.01 Events of Default............................................ Section 7.02 Trustee to Act; Appointment of Successor..................... Section 7.03 Notification to Certificateholders........................... Section 7.04 Waiver of Events of Default.................................. Section 7.05 Additional Remedies of Trustee Upon Event of Default......... ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01 Duties of Trustee............................................ Section 8.02 Certain Matters Affecting Trustee............................ Section 8.03 Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of Certificates or Loans........................ Section 8.04 Trustee and Fiscal Agent May Own Certificates................ Section 8.05 Fees and Expenses of Trustee; Indemnification of and by Trustee..................................................... Section 8.06 Eligibility Requirements for Trustee......................... Section 8.07 Resignation and Removal of Trustee........................... Section 8.08 Successor Trustee............................................ Section 8.09 Merger or Consolidation of Trustee and Fiscal Agent.......... Section 8.10 Appointment of Co-Trustee or Separate Trustee................ Section 8.11 Appointment of Custodians.................................... Section 8.12 Appointment of Authenticating Agents......................... Section 8.13 Appointment of Tax Administrators............................ Section 8.14 Access to Certain Information................................ Section 8.15 Reports to the Securities and Exchange Commission and Related Reports............................................. Section 8.16 Representations and Warranties of Trustee.................... Section 8.17 The Fiscal Agent............................................. Section 8.18 Representations and Warranties of Fiscal Agent............... ARTICLE IX TERMINATION Section 9.01 Termination Upon Repurchase or Liquidation of All Mortgage Loans.............................................. Section 9.02 Additional Termination Requirements.......................... ARTICLE X ADDITIONAL TAX PROVISIONS Section 10.01 REMIC Administration......................................... ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment.................................................... Section 11.02 Recordation of Agreement; Counterparts....................... Section 11.03 Limitation on Rights of Certificateholders and the Companion Loan Noteholders.................................. Section 11.04 Governing Law; Consent to Jurisdiction....................... Section 11.05 Notices...................................................... Section 11.06 Severability of Provisions................................... Section 11.07 Grant of a Security Interest................................. Section 11.08 Streit Act................................................... Section 11.09 Successors and Assigns; Beneficiaries........................ Section 11.10 Article and Section Headings................................. Section 11.11 Notices to Rating Agencies................................... Section 11.12 Global Opinions.............................................. Section 11.13 Complete Agreement........................................... SCHEDULES AND EXHIBITS Schedule No. Schedule Description ------------ -------------------- I Mortgage Loan Schedule II Schedule of Exceptions to Mortgage File Delivery III Environmentally Insured Mortgage Loans IV Class XP Reference Rate Schedule V Schedule of Initial Directing Holder For Each Loan Group VI Supplemental Servicer Schedule VII Primary Serviced Loans VIII Class A-AB Planned Principal Balance Schedule Exhibit No. Exhibit Description ----------- ------------------- A-1 Form of Class [A-1] [A-2] [A-3] [A-AB] [A-1-A] Certificate A-2 Form of Class [XP] [XC] Certificate A-3 Form of Class [A-4] [A-J] [B] [C] [D] [E] Certificate A-4 Form of Class [F] [G] Certificate A-5 Form of Class [H] Certificate A-6 Form of Class [J] [K] [L] [M] [N] [O] [P] Certificate A-7 Form of Class [R-I] [R-II] Certificate B Form of Distribution Date Statement C Form of Custodial Certification D-1 Form of Master Servicer Request for Release D-2 Form of Special Servicer Request for Release E Form of Loan Payoff Notification Report F-1 Form of Transferor Certificate for Transfers of Definitive Non-Registered Certificates F-2A Form I of Transferee Certificate for Transfers of Definitive Non-Registered Certificates F-2B Form II of Transferee Certificate for Transfers of Definitive Non-Registered Certificates F-2C Form of Transferee Certificate for Transfers of Interests in Rule 144A Global Certificates F-2D Form of Transferee Certificate for Transfers of Interests in Regulation S Global Certificates G Form I of Transferee Certificate in Connection with ERISA (Definitive Non-Registered Certificates) H-1 Form of Transfer Affidavit and Agreement regarding Residual Interest Certificates H-2 Form of Transferor Certificate regarding Residual Interest Certificates I-1 Form of Notice and Acknowledgment I-2 Form of Acknowledgment of Proposed Special Servicer J Reserved K Sub-Servicers in respect of which Sub-Servicing Agreements are in effect or being negotiated as of the Closing Date L Form of Defeasance Certification M-1 Form of Trustee Backup Certification M-2 Form of Master Servicer Backup Certification to be Provided to Depositor M-3 Form of Special Servicer Backup Certification to be Provided to Depositor N Form of Confidentiality Agreement This Pooling and Servicing Agreement (this "Agreement") is dated and effective as of February 10, 2005, among GREENWICH CAPITAL COMMERCIAL FUNDING CORP., as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer, GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer, LASALLE BANK NATIONAL ASSOCIATION, as Trustee and ABN AMRO BANK N.V., as Fiscal Agent. PRELIMINARY STATEMENT: The Depositor intends to sell the Certificates, which are to be issued hereunder in multiple Classes and which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund. CERTIFICATES Original Class Approx. Principal Balance Initial (or Notional Class Pass-Through Rate Amount) Original Rating Designation (per annum) at Initial Issuance S&P/Moody's(1) ----------- ----------------- ------------------- -------------- Class A-1 3.91900% $117,510,000 AAA/Aaa Class A-2 4.30500% $1,112,085,000 AAA/Aaa Class A-3 4.56900% $562,418,000 AAA/Aaa Class A-AB 4.61900% $159,047,000 AAA/Aaa Class A-4 4.79900% $783,022,000 AAA/Aaa Class A-1-A 4.50900% $139,462,000 AAA/Aaa Class A-J 4.85900% $228,986,000 AAA/Aaa Class B 4.89400% $112,247,000 AA/Aa2 Class C 4.91300% $40,410,000 AA-/Aa3 Class D 4.98600% $58,368,000 A/A2 Class E 5.08700% $35,920,000 A-/A3 Class F 5.28700% $44,899,000 BBB+/Baa1 Class G 5.43700% $35,919,000 BBB/Baa2 Class H 5.43745% $40,409,000 BBB-/Baa3 Class J 4.68500% $8,980,000 BB+/Ba1 Class K 4.68500% $13,470,000 BB/Ba2 Class L 4.68500% $17,960,000 BB-/Ba3 Class M 4.68500% $13,469,000 B+/B1 Class N 4.68500% $8,980,000 B/B2 Class O 4.68500% $13,470,000 B-/B3 Class P 4.68500% $44,899,613 NR/NR Class XP 0.80159% $3,422,677,000(3) AAA/Aaa Class XC 0.08180% $3,591,930,613(3) AAA/Aaa Class R-I N/A(4) N/A(4) NR/NR Class R-II N/A(4) N/A(4) NR/NR ------------ (1) "NR" indicates that the Class of Certificates has not been rated by the applicable Rating Agency. (2) The Pass-Through Rates for the Class XP and Class XC Certificates will be a variable rate per annum as set forth herein. (3) The Class XP and Class XC Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal. The Class XP and Class XC Certificates will each have a Notional Amount as set forth herein. (4) The Class R-I Certificates and Class R-II Certificates do not have a Class Principal Balance or Notional Amount, do not bear interest and will not be entitled to distributions of Net Prepayment Consideration. Any Available Distribution Amount remaining in the Lower-Tier Distribution Account after distributing the Lower-Tier Distribution Amount and Net Prepayment Consideration shall be distributed to the Holders of the Class R-I Certificates (but only to the extent of the Available Distribution Amount for such Distribution Date, if any, remaining in the Lower-Tier Distribution Account). Any Available Distribution Amount remaining in the Upper-Tier Distribution Account, after all required distributions under this Agreement have been made to each other Class of Certificates, will be distributed to the Holders of the Class R-II Certificates. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as the "Lower-Tier REMIC." The Class R-I Certificates will represent the sole class of "residual interests" in the Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Uncertificated Lower-Tier Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as the "Upper-Tier REMIC." The Class R-II Certificates will evidence the sole class of "residual interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Interest Certificates will be designated as a separate "regular interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the Class or Component designation, the corresponding Uncertificated Lower-Tier Interest (the "Corresponding Uncertificated Lower-Tier Interest"), the corresponding components of the Class X Certificates (the "Corresponding Components"), if any, and the Original Class Principal Balance for each Class of Principal Balance Certificates (the "Corresponding Certificates"). Corresponding Original Corresponding Original Class Uncertificated Lower-Tier Components of Corresponding Principal Lower-Tier Principal Class X Certificates Balance Interests(1) Amount Certificates(1) ------------ --------------- ------------ ---------- --------------- Class A-1 $117,510,000.00 LA-1-1 $85,574,000 X-A-1-1 LA-1-2 $31,936,000 X-A-1-2 Class A-2 $1,112,085,000.00 LA-2-1 $45,300,000 X-A-2-1 LA-2-2 $77,715,000 X-A-2-2 LA-2-3 $74,735,000 X-A-2-3 LA-2-4 $73,874,000 X-A-2-4 LA-2-5 $251,528,000 X-A-2-5 LA-2-6 $440,290,000 X-A-2-6 LA-2-7 $148,643,000 X-A-2-7 Class A-3 $562,418,000.00 LA-3-1 $223,937,000 X-A-3-1 LA-3-2 $30,590,000 X-A-3-2 LA-3-3 $29,044,000 X-A-3-3 LA-3-4 $123,614,000 X-A-3-4 LA-3-5 $155,233,000 X-A-3-5 Class A-AB $159,047,000.00 LA-AB-1 $2,948,000 X-A-AB-1 LA-AB-2 $15,677,000 X-A-AB-2 LA-AB-3 $15,227,000 X-A-AB-3 LA-AB-4 $16,587,000 X-A-AB-4 LA-AB-5 $108,608,000 X-A-AB-5 Class A-4 $783,022,000.00 LA-4-1 $72,368,000 X-A-4-1 LA-4-2 $710,654,000 X-A-4-2 Class A-1-A $139,462,000.00 LA-1-A-1 $2,861,000 X-A-1-A-1 LA-1-A-2 $2,919,000 X-A-1-A-2 LA-1-A-3 $2,849,000 X-A-1-A-3 LA-1-A-4 $2,747,000 X-A-1-A-4 LA-1-A-5 $2,677,000 X-A-1-A-5 LA-1-A-6 $2,587,000 X-A-1-A-6 LA-1-A-7 $2,524,000 X-A-1-A-7 LA-1-A-8 $82,081,000 X-A-1-A-8 LA-1-A-9 $333,000 X-A-1-A-9 LA-1-A-10 $325,000 X-A-1-A-10 LA-1-A-11 $353,000 X-A-1-A-11 LA-1-A-12 $801,000 X-A-1-A-12 LA-1-A-13 $36,405,000 X-A-1-A-13 Class A-J $228,986,000.00 LA-J $228,986,000 X-A-J Class B $112,247,000.00 LB $112,247,000 X-B Class C $40,410,000.00 LC $40,410,000 X-C Class D $58,368,000.00 LD-1 $3,951,000 X-D-1 LD-2 $18,399,000 X-D-2 LD-3 $17,718,000 X-D-3 LD-4 $15,408,000 X-D-4 LD-5 $2,892,000 X-D-5 Class E $35,920,000.00 LE-1 $20,779,000 X-E-1 LE-2 $15,141,000 X-E-2 Class F $44,899,000.00 LF-1 $7,887,000 X-F-1 LF-2 $30,614,000 X-F-2 LF-3 $6,398,000 X-F-3 Class G $35,919,000.00 LG-1 $11,409,000 X-G-1 LG-2 $24,510,000 X-G-2 Class H $40,409,000.00 LH-1 $18,258,000 X-H-1 LH-2 $22,151,000 X-H-2 Class J $8,980,000.00 LJ $8,980,000 X-J Class K $13,470,000.00 LK-1 $5,958,000 X-K-1 LK-2 $7,512,000 X-K-2 Class L $17,960,000.00 LL $17,960,000 X-L Class M $13,469,000.00 LM $13,469,000 X-M Class N $8,980,000.00 LN $8,980,000 X-N Class O $13,470,000.00 LO $13,470,000 X-O Class P $44,899,613.00 LP $44,899,613 X-P ------------ (1) The Uncertificated Lower-Tier Interest and the Components of the Class X Certificates that correspond to any particular Class of Principal Balance Certificates also correspond to each other and, accordingly, constitute the "Corresponding Uncertificated Lower-Tier Interest" and the "Corresponding Components," respectively, with respect to each other. The initial aggregate principal balance of the Uncertificated Lower-Tier Interests will be $3,591,930,614. There are seven Mortgage Loans included in the Trust Fund (as identified in the table below) that are each part of a split loan structure, and are each secured by the same Mortgage that also secures another mortgage loan or loans in that split loan structure. Each split loan structure, including all of the related notes that are secured by the same Mortgage, is referred to herein as a "Loan Group." Each Loan Group consists of (1) one or more "Loan Group Trust Mortgage Loans," which is the portion of the Loan Group that is included as an asset of the Trust Fund and (2) one or more "Companion Loans," which is the portion of the Loan Group that is not included as an asset of the Trust Fund. Each Companion Loan may be classified as either (1) a "Pari Passu Companion Loan," which is a Companion Loan that is pari passu in right of payment with the related Loan Group Trust Mortgage Loan in the same Loan Group or (2) a "Subordinate Companion Loan," which is a Companion Loan that is subordinate in right of payment to the related Loan Group Trust Mortgage Loan in the same Loan Group. A Loan Group may contain both Pari Passu Companion Loans and Subordinate Companion Loans. The term "Mortgage Loan" as used in this Agreement will include the Loan Group Trust Mortgage Loans. The following table identifies the Loan Groups and their related Loan Group Trust Mortgage Loans and Companion Loans:
Trust Mortgage Loan as a Aggregate % of Initial Non-Trust Non-Trust Non-Trust Trust Mortgage Mortgage Mortgage B Note Pari Passu Mortgage Loan Loan Balance Pool Balance Loan Balance Balance Loan Balance ------------- ------------ ------------ ------------ ------- ------------ Grand Canal Shoppes at the Venetian.. $234,752,792(1) 6.5% $188,198,441(2) N/A $188,198,441 (3) 1440 Broadway........................ $225,000,000 6.2% $15,000,000 $15,000,000 N/A Shops at Wailea...................... $112,000,000 3.1% $8,000,000 $8,000,000 N/A 2040 Main Street..................... $75,776,163 2.1% $11,964,657 $11,964,657 N/A 1370 Avenue of the Americas.......... $67,500,000 1.9% $82,500,000(4) N/A $82,500,000 (5) Birtcher/Charlesbank Office Portfolio.......................... $48,200,000 1.3% $4,500,000 $4,500,000 N/A Toringdon II......................... $8,850,000 0.2% $550,000 $550,000 N/A (TABLE CONTINUED) Controlling Pooling & Initial Initial Servicing Master Special Mortgage Loan Agreement(6) Servicer(7) Servicer(8) ------------- ------------ ----------- ----------- Grand Canal Shoppes at the Venetian.. 2004-GG2 Wells Fargo Lennar 1440 Broadway........................ 2005-GG3 GMAC GMAC Shops at Wailea...................... 2005-GG3 GMAC GMAC 2040 Main Street..................... 2005-GG3 GMAC GMAC 1370 Avenue of the Americas.......... (9) (9) (9) Birtcher/Charlesbank Office Portfolio.......................... 2005-GG3 GMAC GMAC Toringdon II......................... 2005-GG3 GMAC GMAC
------------ (1) The Mortgage Loan that is secured by the Grand Canal Shoppes at the Venetian Property is comprised of four separate pari passu Mortgage Notes. The figures in this Agreement present this Mortgage Loan on an aggregate basis unless otherwise indicated. (2) This figure represents two pari passu Mortgage Loans in the aggregate original principal amount of $190,000,000 that are not part of the Mortgage Pool. (3) Comprised of two separate pari passu Mortgage Notes. (4) This figure represents two pari passu Mortgage Loans in the aggregate original principal amount of $82,500,000 that are not part of the Mortgage Pool. (5) Comprised of two separate pari passu Mortgage Notes. (6) 2005-GG3 refers to this Agreement. 2004-GG2 refers to the pooling and servicing agreement entered into in connection with the GS Mortgage Securities Corporation II, as depositor, Commercial Mortgage Pass-Through Certificates Series 2004-GG2. (7) Wells Fargo refers to Wells Fargo Bank, National Association and GMAC refers to GMAC Commercial Mortgage Corporation. (8) Lennar refers to Lennar Partners, Inc. and GMAC refers to GMAC Commercial Mortgage Corporation. (9) See Section 1.05, "Certain Matters with respect to the 1370 Avenue of the Americas Loan Group" herein. Grand Canal Shoppes at the Venetian. The Loan Group secured by a Mortgage on the property known as Grand Canal Shoppes at the Venetian (the "Grand Canal Shoppes at the Venetian Loan Group"), consists of six Loans: (a) four Loan Group Trust Mortgage Loans in the aggregate outstanding principal amount of $234,752,792 as of the date hereof (the "Grand Canal Shoppes at the Venetian Trust Loan"); and (b) two Pari Passu Companion Loans in the aggregate outstanding principal amount of $188,198,441 as of the date hereof (the "Grand Canal Shoppes at the Venetian Pari Passu Companion Loans"). 1440 Broadway. The Loan Group secured by a Mortgage on the property known as 1440 Broadway (the "1440 Broadway Loan Group"), consists of two Loans: (a) one Loan Group Trust Mortgage Loan in the outstanding principal amount of $225,000,000 as of the date hereof (the "1440 Broadway Trust Loan"); and (b) one Subordinate Companion Loan in the outstanding principal amount of $15,000,000 as of the date hereof (the "1440 Broadway Subordinate Companion Loan"). Shops at Wailea. The Loan Group secured by a Mortgage on the property known as Shops at Wailea (the "Shops at Wailea Loan Group"), consists of two Loans: (a) one Loan Group Trust Mortgage Loan, in the outstanding principal amount of $112,000,000 as of the date hereof (the "Shops at Wailea Trust Loan"); and (b) one Subordinate Companion Loan in the aggregate outstanding principal amount of $8,000,000 as of the date hereof (the "Shops at Wailea Subordinate Companion Loans"). 2040 Main Street. The Loan Group secured by a Mortgage on the property known as 2040 Main Street (the "2040 Main Street Loan Group"), consists of two Loans: (a) one Loan Group Trust Mortgage Loan in the aggregate outstanding principal amount of $75,776,163 as of the date hereof (the "2040 Main Street Trust Loan"); and (b) one Subordinate Companion Loan in the outstanding principal amount of $11,964,657 as of the date hereof (the "2040 Main Street Subordinate Companion Loan"). 1370 Avenue of the Americas. The Loan Group secured by a Mortgage on the property known as 1370 Avenue of the Americas (the "1370 Avenue of the Americas Loan Group"), consists of three Loans: (a) one Loan Group Trust Mortgage Loan in the outstanding principal amount of $67,500,000 as of the date hereof (the "1370 Avenue of the Americas Trust Loan"); and (b) two Pari Passu Companion Loans in the aggregate outstanding principal amount of $82,500,000 as of the date hereof (the "1370 Avenue of the Americas Pari Passu Companion Loans"). Birtcher/Charlesbank Office Portfolio. The Loan Group secured by a Mortgage on the property known as Birtcher/Charlesbank Office Portfolio (the "Birtcher/Charlesbank Office Portfolio Loan Group"), consists of two Loans: (a) one Loan Group Trust Mortgage Loan in the outstanding principal amount of $48,200,000 as of the date hereof (the "Birtcher/Charlesbank Office Portfolio Trust Loan"); and (b) one Subordinate Companion Loan in the outstanding principal amount of $4,500,000 as of the date hereof (the "Birtcher/Charlesbank Office Portfolio Subordinate Companion Loan"). Toringdon II. The Loan Group secured by a Mortgage on the property known as Toringdon II (the "Toringdon II Loan Group"), consists of two Loans: (a) one Loan Group Trust Mortgage Loan in the outstanding principal amount of $8,850,000 as of the date hereof (the "Toringdon II Trust Loan"); and (b) one Subordinate Companion Loan in the outstanding principal amount of $550,000 as of the date hereof (the "Toringdon II Subordinate Companion Loan"). The relative rights of each holder of a Loan Group Trust Mortgage Loan and the related Companion Loans are set forth in a co-lender or other similar agreement (each a "Co-Lender Agreement") among the holders of each of the Loans in the Loan Group. Pursuant to each Co-Lender Agreement, the Loan Groups are to be serviced and administered in accordance with this Agreement, other than the 1370 Avenue of the Americas Loan Group (during the 1370 Avenue of the Americas Non-Lead Servicing Period) and the Grand Canal Shoppes at the Venetian Loan Group (the "Non-Serviced Loan Groups"), by the Master Servicer and the Special Servicer hereunder. The 1370 Avenue of the Americas Loan Group will initially be serviced under this Agreement, with Midland Loan Services, Inc. as Primary Servicer under the Primary Servicing Agreement. From and after the commencement of the 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Loan Group including the related Loan Group Trust Mortgage Loan, will be serviced under the pooling and servicing agreement (the ("1370 Avenue of the Americas PSA") entered into in connection with the securitization of the 1370 Avenue of the Americas Pari Passu Companion Loans. The Grand Canal Shoppes at the Venetian Loan Group, including the Grand Canal Shoppes at the Venetian Trust Loan, will be serviced and administered in accordance with the pooling and servicing agreement (the "2004-GG2 PSA") dated August 1, 2004, by and among GS Mortgage Securities Corporation II, as depositor (the "2004-GG2 Depositor"), Wells Fargo Bank, National Association, as master servicer (the "2004-GG2 Master Servicer"), Lennar Partners, Inc., as special servicer (the "2004-GG2 Special Servicer"), LaSalle Bank National Association, as trustee (the "2004-GG2 Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "2004-GG2 Fiscal Agent"), pursuant to which the GS Mortgage Securities Corporation II, Commercial Mortgage Pass Through Certificates, Series 2004-GG2 were issued. Capitalized terms used but not otherwise defined in this Preliminary Statement have the respective meanings assigned thereto in Section 1.01 of this Agreement. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent hereby agree, in each case, as follows: ARTICLE I DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES Section 1.01 Defined Terms. Whenever used in this Agreement, including in the Preliminary Statement, unless the context otherwise requires: "1370 Avenue of the Americas Fiscal Agent" shall mean that certain fiscal agent, if any, under the 1370 Avenue of the Americas PSA. "1370 Avenue of the Americas Lead Servicing Period" shall mean the period during which the 1370 Avenue of the Americas Trust Loan is an asset of the Trust Fund and being serviced under this Agreement. "1370 Avenue of the Americas Loan Group" shall have the meaning assigned thereto in the Preliminary Statement. "1370 Avenue of the Americas Master Servicer" shall mean that certain master servicer under the 1370 Avenue of the Americas PSA. "1370 Avenue of the Americas Non-Lead Servicing Period" shall mean the period commencing on the date when the servicing of the 1370 Avenue of the Americas Loan Group is transferred to the 1370 Avenue of the Americas PSA pursuant to Section 1.05. "1370 Avenue of the Americas Pari Passu Companion Loans" shall have the meaning assigned thereto in the Preliminary Statement. "1370 Avenue of the Americas PSA" shall have the meaning assigned thereto in the Preliminary Statement. "1370 Avenue of the Americas Special Servicer" shall mean that certain special servicer under the 1370 Avenue of the Americas PSA. "1370 Avenue of the Americas Trust Loan" shall have the meaning assigned thereto in the Preliminary Statement. "1370 Avenue of the Americas Trustee" shall mean that certain trustee under the 1370 Avenue of the Americas PSA. "1440 Broadway Interest Deposit" shall mean an amount to be deposited in the Pool Custodial Account on the Closing Date by Greenwich Capital Financial Products, Inc. pursuant to the related Mortgage Loan Purchase Agreement, equal to $110,850.00. "1440 Broadway Loan Group" shall have the meaning assigned thereto in the Preliminary Statement. "1440 Broadway Trust Loan" shall have the meaning assigned thereto in the Preliminary Statement. "1440 Broadway Subordinate Companion Loan" shall have the meaning assigned thereto in the Preliminary Statement. "2004-GG2 Depositor" shall have the meaning assigned thereto in the Preliminary Statement. "2004-GG2 Fiscal Agent" shall have the meaning assigned thereto in the Preliminary Statement. "2004-GG2 Master Servicer" shall have the meaning assigned thereto in the Preliminary Statement. "2004-GG2 PSA" shall have the meaning assigned thereto in the Preliminary Statement. "2004-GG2 Special Servicer" shall have the meaning assigned thereto in the Preliminary Statement. "2004-GG2 Trustee" shall have the meaning assigned thereto in the Preliminary Statement. "2040 Main Street Loan Group" shall have the meaning assigned thereto in the Preliminary Statement. "2040 Main Street Trust Loan" shall have the meaning assigned thereto in the Preliminary Statement. "2040 Main Street Subordinate Companion Loan" shall have the meaning assigned thereto in the Preliminary Statement. "ABN AMRO" shall mean ABN AMRO Bank N.V. or its successor in interest. "Acceptable Insurance Default" shall mean, with respect to any Serviced Loan, any default under the related Loan documents resulting from (a) the exclusion of acts of terrorism from coverage under the related all risk casualty insurance policy maintained on the subject Mortgaged Property and (b) the related Mortgagor's failure to obtain insurance that specifically covers acts of terrorism, but only if the Master Servicer (in the case of a Performing Serviced Loan) or Special Servicer (in the case of a Specially Serviced Mortgage Loan), as applicable, has determined, in accordance with the Servicing Standard, that either (i) such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against at the time by prudent owners of similar real properties in and around the region in which the subject Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate. Subject to the Servicing Standard, in making any of the determinations required in subclause (i) or (ii) of this definition, the Master Servicer or Special Servicer, as applicable, shall be entitled to rely on the opinion of an insurance consultant and the Master Servicer or Special Servicer shall be entitled to rely on information provided by the Master Servicer or Special Servicer, as applicable, and provided that the Directing Holder must consent to such determination. "Accrued Certificate Interest" shall mean the interest accrued from time to time with respect to any Class of Regular Interest Certificates, the amount of which interest shall equal: (a) in the case of any Class of Principal Balance Certificates for any Interest Accrual Period, one-twelfth of the product of (i) the Pass-Through Rate applicable to such Class of Certificates for such Interest Accrual Period, multiplied by (ii) the Class Principal Balance of such Class of Certificates outstanding immediately prior to the related Distribution Date; and (b) in the case of each Class of the Class X Certificates for any Interest Accrual Period, the sum of the Accrued Component Interest for all of the Components of such Class for such Distribution Date. "Accrued Component Interest" shall mean, with respect to each Component of the Class XP and Class XC Certificates for any Distribution Date, one twelfth of the product of (i) the Class XP Strip Rate or Class XC Strip Rate applicable to such Component for such Distribution Date, and (ii) the Component Notional Amount of such Component outstanding immediately prior to such Distribution Date. "Acquisition Date" shall mean, with respect to any REO Property, the first day on which such REO Property is considered to be acquired by the Trust Fund within the meaning of Treasury Regulations Section 1.856-6(b)(1), which shall be the first day on which the Trust Fund is treated as the owner of such REO Property for federal income tax purposes. "Actual/360 Basis" shall mean the accrual of interest calculated on the basis of the actual number of days elapsed during any interest accrual period in a year assumed to consist of 360 days. "Additional Information" shall have the meaning assigned thereto in Section 4.02(a). "Additional Principal Distribution Amount" shall mean, with respect to any Distribution Date, the aggregate of the Recovered Amounts included in, and added to the Principal Distribution Amount for such Distribution Date for purposes of calculating, the Adjusted Principal Distribution Amount for such Distribution Date, pursuant to Section 1.03(c). "Additional Trust Fund Expense" shall mean any expense incurred with respect to the Trust Fund (excluding any Unliquidated Advance) and not otherwise included in the calculation of a Realized Loss that would result in the Holders of Regular Interest Certificates receiving less than the full amount of principal and/or Distributable Certificate Interest to which they are entitled on any Distribution Date. Amounts paid as Additional Trust Fund Expenses shall be paid out of funds on deposit in the Custodial Account or the Distribution Account. "Adjusted Principal Distribution Amount" shall mean, for any Distribution Date, an amount equal to the Principal Distribution Amount for such Distribution Date, plus all amounts added to such Principal Distribution Amount pursuant to Section 1.03(c) for such Distribution Date, minus all amounts subtracted from such Principal Distribution Amount pursuant to Section 1.03(b) for such Distribution Date. "Administrative Cost Rate" shall mean, with respect to each Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), the rate per annum specified as the "Administrative Cost Rate" on the Mortgage Loan Schedule, which, for each such other Mortgage Loan (or successor REO Mortgage Loan) is equal to the sum of the related Master Servicing Fee Rate, the Trustee Fee Rate and, in the case of a Non-Serviced Trust Loan, the "servicing fee rate" payable to the applicable Lead Master Servicer under the applicable Lead PSA. "Advance" shall mean any P&I Advance or Servicing Advance. "Adverse Rating Event" shall mean, (i) when used with respect to any Class of Certificates, as of any date of determination, the qualification, downgrade or withdrawal of any rating then assigned to such Class of Certificates by any Rating Agency and (ii) when used with respect to any Companion Loan Securities, as of any date of determination the qualification, downgrade or withdrawal of any rating then assigned by any Rating Agency to such Companion Loan Securities (but only if such Companion Loan Securities were issued in connection with the inclusion of a Serviced Pari Passu Companion Loan into a trust as part of a securitization). "Adverse REMIC Event" shall have the meaning assigned thereto in Section 10.01(i). "Affiliate" shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control," when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Agreement" shall mean this Pooling and Servicing Agreement, together with all amendments hereof and supplements hereto. "Annual Accountants' Report" shall have the meaning assigned thereto in Section 3.15. "Annual Performance Certification" shall have the meaning assigned thereto in Section 3.14. "Appraisal" shall mean an appraisal or update thereof prepared by an Independent Appraiser. "Appraisal Reduction Amount" shall mean, with respect to any Required Appraisal Loan, an amount (calculated initially as of the Determination Date immediately following the later of the date on which the subject Mortgage Loan or Loan Group became a Required Appraisal Loan and the date on which the applicable Required Appraisal was obtained) equal to the excess, if any, of: (a) the sum of, without duplication, (i) the Stated Principal Balance of such Required Appraisal Loan, (ii) to the extent not previously advanced by or on behalf of the Master Servicer, the Trustee or the Fiscal Agent, all unpaid interest on such Required Appraisal Loan through the most recent Due Date prior to the date of calculation (exclusive of any portion thereof that represents Default Interest), (iii) all accrued and unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such Required Appraisal Loan, (iv) all related unreimbursed Advances (which shall include, without duplication, (1) any Advances as to which the advancing party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated Advances) made by or on behalf of (plus all accrued interest on such Advances payable to) the Master Servicer, the Special Servicer, the Trustee and/or the Fiscal Agent with respect to such Required Appraisal Loan, (v) any other unpaid Additional Trust Fund Expenses in respect of such Required Appraisal Loan, and (vi) all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents, and any unfunded improvement or other applicable reserves, in respect of the related Mortgaged Property or REO Property, as the case may be (in each case, net of any amounts escrowed with the Master Servicer or the Special Servicer for such items); over (b) the Required Appraisal Value. Notwithstanding the foregoing, if (i) any Mortgage Loan or Loan Group becomes a Required Appraisal Loan, (ii) either (A) no Required Appraisal or update thereof has been obtained or conducted, as applicable, in accordance with Section 3.09(a), with respect to the related Mortgaged Property during the 12-month period prior to the date such Mortgage Loan or Loan Group became a Required Appraisal Loan or (B) there shall have occurred since the date of the most recent Required Appraisal or update thereof a material change in the circumstances surrounding the related Mortgaged Property that would, in the Special Servicer's reasonable judgment, materially affect the value of the related Mortgaged Property, and (iii) no new Required Appraisal is obtained or conducted, as applicable, in accordance with Section 3.09(a), within 60 days after such Mortgage Loan or Loan Group became a Required Appraisal Loan, then (x) until such new Required Appraisal is obtained or conducted, as applicable, in accordance with Section 3.09(a), the Appraisal Reduction Amount shall equal 25% of the Stated Principal Balance of such Required Appraisal Loan, and (y) upon receipt or performance, as applicable, in accordance with Section 3.09(a), of such Required Appraisal or update thereof by the Special Servicer, the Appraisal Reduction Amount for such Required Appraisal Loan shall be recalculated in accordance with the preceding sentence of this definition. For purposes of this definition, each Required Appraisal Loan that is part of a Cross-Collateralized Group shall be treated separately for the purposes of calculating any Appraisal Reduction Amount. Notwithstanding the foregoing, Appraisal Reduction Amount shall mean, with respect to a Non-Serviced Trust Loan, the amount calculated by the applicable Lead Special Servicer or Lead Master Servicer, as applicable, in accordance with and pursuant to the terms of the related Lead PSA. "Appraised Value" shall mean, with respect to each Mortgaged Property or REO Property, the appraised value thereof based upon the most recent appraisal or update thereof prepared by an Independent Appraiser that is contained in the related Servicing File or, in the case of any such property with or that had, as the case may be, an allocated loan amount of, or securing a Loan or relating to an REO Loan, as the case may be, with a Stated Principal Balance of, less than $2,000,000, either (a) the most recent appraisal or update thereof that is contained in the related Servicing File or (b) the most recent "desktop" value estimate performed by the Special Servicer that is contained in the related Servicing File or with respect to any Non-Serviced Trust Loan, the appraisal value as calculated pursuant to the Lead PSA. "Assignment of Leases" shall mean, with respect to any Mortgaged Property, any assignment of leases, rents and profits or similar document or instrument executed by the Mortgagor in connection with the origination of the related Loan. "Assumed Monthly Payment" shall mean: (a) with respect to any Balloon Mortgage Loan (or Serviced Companion Loans) delinquent in respect of its Balloon Payment, for each Due Date coinciding with or following its Stated Maturity Date as of which such Mortgage Loan remains outstanding and part of the Trust Fund, or, in the case of the Serviced Companion Loans, the related Mortgage Loans remain part of the Trust Fund (provided that such Loan was not paid in full, and no other Liquidation Event occurred in respect thereof, before the end of the Collection Period in which the related Stated Maturity Date occurs), the scheduled monthly payment of principal and/or interest deemed to be due in respect of such Loan on such Due Date equal to the amount that would have been due in respect thereof on such Due Date if such Loan had been required to continue to accrue interest (other than Default Interest) in accordance with its terms, and to pay principal in accordance with the amortization schedule (if any) in effect immediately prior to, and without regard to the occurrence of, the related Stated Maturity Date; (b) with respect to any REO Loan, for any Due Date as of which the related REO Property remains part of the Trust Fund, or the scheduled monthly payment of principal and/or interest deemed to be due in respect thereof on such Due Date equal to the Monthly Payment (or, in the case of a Balloon Loan described in clause (a) of this definition, the Assumed Monthly Payment) that was due (or deemed due) in respect of the related Loan on the last Due Date prior to its becoming an REO Loan. "ASTM" shall mean the American Society for Testing and Materials. "Authenticating Agent" shall mean any authenticating agent appointed pursuant to Section 8.12 (or, in the absence of any such appointment, the Trustee). "Available Distribution Amount" shall mean, with respect to any Distribution Date, an amount equal to: (a) the sum, without duplication, of the following amounts (i) the aggregate amount of all payments and other collections on or with respect to the Mortgage Loans and any REO Properties (including, with respect to the Non-Serviced Trust Loans, payment remitted by the applicable Lead Master Servicer and, with respect to the 1440 Broadway Trust Loan, the 1440 Broadway Interest Deposit) that (A) were Received as of the end of the related Collection Period (or, in the case of (x) the Non-Serviced Trust Loans other than the 1370 Avenue of the Americas Trust Loan, as of 12:00 noon (New York City time) on the day immediately preceding the Master Servicer Remittance Date and (y) the 1370 Avenue of the Americas Trust Loan, as of 1:00 p.m. (New York City time) on the Business Day following the 1370 Avenue of the Americas Trust Loan's Due Date) and (B) are on deposit in the Distribution Account as of 12:00 noon (New York City time) on such Distribution Date, (ii) the aggregate amount of any P&I Advances made by the Master Servicer, the Trustee or the Fiscal Agent for distribution on the Certificates on such Distribution Date pursuant to Section 4.03 and Section 4.03A, (iii) the aggregate amount deposited by the Master Servicer in the Distribution Account for such Distribution Date pursuant to Section 3.20(a) in connection with Prepayment Interest Shortfalls, (iv) to the extent not included in clause (a)(i) of this definition, the aggregate amount transferred from the Excess Liquidation Proceeds Account to the Distribution Account pursuant to Section 3.05(d) in respect of such Distribution Date and (v) to the extent not included in the amount described in clause (a)(i) of this definition, if such Distribution Date occurs during March 2005 or any year thereafter, the aggregate of the Interest Reserve Amounts transferred from the Interest Reserve Account to the Distribution Account in respect of the Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans for distribution on such Distribution Date; net of (b) the portion of the aggregate amount described in clause (a) of this definition that represents one or more of the following: (i) Monthly Payments that are due on a Due Date following the end of the related Collection Period, (ii) any amounts payable or reimbursable to any Person from the Distribution Account pursuant to clauses (ii) through (vii) of Section 3.05(b), (iii) Prepayment Premiums and/or Yield Maintenance Charges, (iv) if such Distribution Date occurs during January of any year that is not a leap year or during February of any year, the Interest Reserve Amounts with respect to the Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans to be withdrawn from the Distribution Account and deposited into the Interest Reserve Account in respect of such Distribution Date and held for future distribution, all pursuant to Section 3.04(c), and (v) amounts deposited in the Distribution Account in error; provided that clauses (b)(i), (b)(iii) and (b)(iv) of this definition shall not apply on the Final Distribution Date. With respect to the foregoing, if at any time Loss of Value Payments have been made to the Trust, clause (a)(i) above shall be deemed to include the portion of such Loss of Value Payments that were deposited into the Pool Custodial Account pursuant to Section 3.05B. "Balloon Loan" shall mean any Loan that by its original terms or by virtue of any modification entered into as of the Closing Date provides for an amortization schedule extending beyond its Stated Maturity Date and as to which, in accordance with such terms, the payment due on its Stated Maturity Date is significantly larger than the Monthly Payment due on the Due Date preceding its Stated Maturity Date. "Balloon Mortgage Loan" shall mean any Mortgage Loan that is a Balloon Loan. "Balloon Payment" shall mean, with respect to any Balloon Loan as of any date of determination, the payment, other than any regularly scheduled monthly payment, due with respect to such Loan at maturity. "Bid Allocation" shall mean, with respect to the Master Servicer or any Sub-Servicer and the proceeds of any bid pursuant to Section 7.01(c), the amount of such proceeds (net of any expenses incurred in connection with such bid and the transfer of servicing), multiplied by a fraction equal to (a) the Servicer Fee Amount for the Master Servicer or such Sub-Servicer, as the case may be, as of such date of determination, over (b) the aggregate of the Servicer Fee Amounts for the Master Servicer and all of the Sub-Servicers as of such date of determination. "Birtcher/Charlesbank Office Portfolio Loan Group" shall have the meaning assigned thereto in the Preliminary Statement. "Birtcher/Charlesbank Office Portfolio Trust Loan" shall have the meaning assigned thereto in the Preliminary Statement. "Birtcher/Charlesbank Office Portfolio Subordinate Companion Loan" shall have the meaning assigned thereto in the Preliminary Statement. "Book-Entry Certificate" shall mean any Certificate registered in the name of the Depository or its nominee. "Book-Entry Non-Registered Certificate" shall mean any Non-Registered Certificate that constitutes a Book-Entry Certificate. "Breach" shall have the meaning assigned thereto in Section 2.03(a). "Business Day" shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York, or in any of the cities in which the Corporate Trust Office of the Trustee, the Primary Servicing Office of the Master Servicer, any Lead Master Servicer, the Primary Servicer or the Special Servicer are located, are authorized or obligated by law or executive order to remain closed. "CERCLA" shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. "Certificates" shall mean any of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class XP, Class XC, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class R-I or Class R-II Certificates, as applicable. "Certificate Factor" shall mean, with respect to any Class of Regular Interest Certificates, as of any date of determination, a fraction, expressed as a decimal carried to at least six places, the numerator of which is the then current Class Principal Balance or Notional Amount, as the case may be, of such Class of Regular Interest Certificates, and the denominator of which is the Original Class Principal Balance or initial Notional Amount, as the case may be, of such Class of Regular Interest Certificates. "Certificate Owner" shall mean, with respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent. "Certificate Principal Balance" shall mean, with respect to any Principal Balance Certificate, as of any date of determination, the then outstanding principal balance of such Certificate equal to the product of (a) the then Certificate Factor for the Class of Principal Balance Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of such Certificate as the initial Certificate Principal Balance thereof. "Certificate Register" shall mean the register maintained pursuant to Section 5.02. "Certificate Registrar" shall mean the registrar appointed pursuant to Section 5.02. "Certificateholder" shall mean the Person in whose name a Certificate is registered in the Certificate Register, except that: (i) neither a Disqualified Organization nor a Disqualified Non-United States Tax Person shall be Holder of a Residual Interest Certificate for any purpose hereof; and (ii) solely for the purposes of giving any consent, approval or waiver pursuant to this Agreement that relates to the rights and/or obligations of any of the Depositor, the Master Servicer, the Special Servicer, the Fiscal Agent or the Trustee in its respective capacity as such, any Certificate registered in the name of the Depositor, the Master Servicer, the Special Servicer, the Fiscal Agent or the Trustee, as the case may be, or any Certificate registered in the name of any of its Affiliates, shall be deemed not to be outstanding, and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval or waiver that relates to it has been obtained. The Certificate Registrar shall be entitled to request and rely upon a certificate of the Depositor, the Master Servicer or the Special Servicer in determining whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to "Certificateholders" shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as a "Certificateholder" only the Person in whose name a Certificate is registered in the Certificate Register. "Certificateholder Reports" shall mean, collectively, the Distribution Date Statement, the Mortgage Pool Data Update Report, the Loan Payoff Notification Report and the CMSA Investor Reporting Package. "Certification Parties" shall have the meaning assigned to such term in Section 8.15(d). "Certifying Person" shall have the meaning assigned to such term in Section 8.15(d). "Class" shall mean, collectively, all of the Certificates bearing the same alphabetical and, if applicable, numerical class designation. "Class A Certificates" shall mean the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A and Class A-J Certificates. "Class A-1 Certificate" shall mean any one of the Certificates with a "Class A-1" designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class A-1-A Certificate" shall mean any one of the Certificates with a "Class A-1-A" designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class A-2 Certificate" shall mean any one of the Certificates with a "Class A-2" designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class A-3 Certificate" shall mean any one of the Certificates with a "Class A-3" designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class A-4 Certificate" shall mean any one of the Certificates with a "Class A-4" designation on the face thereof, substantially in the form of Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class A-AB Certificate" shall mean any one of the Certificates with a "Class A-AB" designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class A-AB Planned Principal Balance": The planned principal balance set forth on Schedule VIII hereto relating to principal payments for the Class A-AB Certificates. "Class A-J Certificate" shall mean any one of the Certificates with a "Class A-J" designation on the face thereof, substantially in the form of Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class B Certificate" shall mean any one of the Certificates with a "Class B" designation on the face thereof, substantially in the form of Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class C Certificate" shall mean any one of the Certificates with a "Class C" designation on the face thereof, substantially in the form of Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class D Certificate" shall mean any one of the Certificates with a "Class D" designation on the face thereof, substantially in the form of Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class E Certificate" shall mean any one of the Certificates with a "Class E" designation on the face thereof, substantially in the form of Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class F Certificate" shall mean any one of the Certificates with a "Class F" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class G Certificate" shall mean any one of the Certificates with a "Class G" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class H Certificate" shall mean any of the Certificates with a "Class H" designation on the face thereof, substantially in the form of Exhibit A-5 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class J Certificate" shall mean any one of the Certificates with a "Class J" designation on the face thereof, substantially in the form of Exhibit A-6 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class K Certificate" shall mean any of the Certificates with a "Class K" designation on the face thereof, substantially in the form of Exhibit A-6 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class L Certificate" shall mean any of the Certificates with a "Class L" designation on the face thereof, substantially in the form of Exhibit A-6 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class LA-1-1 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-2 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-1 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-2 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-3 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-4 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-5 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-6 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-7 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-8 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-9 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-10 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-11 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-12 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-1-A-13 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-2-1 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-2-2 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-2-3 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-2-4 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-2-5 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-2-6 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-2-7 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-3-1 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-3-2 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-3-3 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-3-4 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-3-5 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-4-1 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-4-2 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-AB-1 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-AB-2 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-AB-3 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-AB-4 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-AB-5 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LA-J Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LB Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LC Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LD-1 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LD-2 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LD-3 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LD-4 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LD-5 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LE-1 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LE-2 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LF-1 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LF-2 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LF-3 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LG-1 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LG-2 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LH-1 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LH-2 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LJ Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LK-1 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LK-2 Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LL Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LM Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LN Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LO Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class LP Interest" shall mean a regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto. "Class M Certificate" shall mean any of the Certificates with a "Class M" designation on the face thereof, substantially in the form of Exhibit A-6 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class N Certificate" shall mean any of the Certificates with a "Class N" designation on the face thereof, substantially in the form of Exhibit A-6 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class O Certificate" shall mean any of the Certificates with a "Class O" designation on the face thereof, substantially in the form of Exhibit A-6 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class P Certificate" shall mean any of the Certificates with a "Class P" designation on the face thereof, substantially in the form of Exhibit A-6 attached hereto, and evidencing a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class Principal Balance" shall mean the aggregate principal balance of any Class of Principal Balance Certificates outstanding as of any date of determination. As of the Closing Date, the Class Principal Balance of each Class of Principal Balance Certificates shall equal the Original Class Principal Balance thereof. On each Distribution Date, the Class Principal Balance of each Class of Principal Balance Certificates shall be permanently reduced by the amount of any distributions of principal made thereon on such Distribution Date pursuant to Section 4.01 or 9.01, as applicable, and shall be further permanently reduced (subject to Section 4.05) by the amount of any Realized Losses and Additional Trust Fund Expenses deemed allocated thereto on such Distribution Date pursuant to Section 4.04(a). On each Distribution Date, the Class Principal Balance of each Class of Principal Balance Certificates shall be increased by the related Class Principal Reinstatement Amount, if any, for such Distribution Date. "Class Principal Reinstatement Amount" shall have the meaning assigned thereto in Section 4.05(a). "Class R-I Certificate" shall mean any one of the Certificates with a "Class R-I" designation on the face thereof, substantially in the form of Exhibit A-7 attached hereto, and evidencing a portion of the sole class of "residual interests" in the Lower-Tier REMIC for purposes of the REMIC Provisions. "Class R-II Certificate" shall mean any one of the Certificates with a "Class R-II" designation on the face thereof, substantially in the form of Exhibit A-7 attached hereto, and evidencing a portion of the sole class of "residual interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class X Certificates" shall mean the Class XP Certificates and the Class XC Certificates. "Class XC Certificate" shall mean any one of the Certificates with a "Class XC" designation on the face thereof, substantially in the form of Exhibit A-2 attached hereto, and evidencing the Components and a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class XC Notional Amount" shall mean, with respect to the Class XC Certificates and any date of determination, the sum of the then Component Notional Amounts of all of the Components. "Class XC Strip Rate" shall mean, with respect to (A) any Class of Components (other than the Class XP Components) for any Distribution Date, a rate per annum equal to (i) the Weighted Average Net Mortgage Rate for such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding Certificates and (B) the Class XP Components (i) for any Distribution Date occurring on or before the related Class XP Component Crossover Date, (x) the Weighted Average Net Mortgage Rate for such Distribution Date minus (y) the sum of the Pass-Through Rate for the Corresponding Certificates for such Distribution Date and the Class XP Strip Rate for such Component for such Distribution Date, and (ii) for any Distribution Date occurring after the related Class XP Component Crossover Date, a rate per annum equal to (x) the Weighted Average Net Mortgage Rate for such Distribution Date, minus (y) the Pass-Through Rate for the Corresponding Certificates. In no event shall any Class XC Strip Rate be less than zero. "Class XP Certificate" shall mean any one of the Certificates with a "Class XP" designation on the face thereof, substantially in the form of Exhibit A-2 attached hereto, and evidencing the Class XP Components and a portion of a class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. "Class XP Component Crossover Date" shall mean (i) with respect to Component X-A-1-2, Component X-A-2-1 and Component X-A-1-A-2, the Distribution Date occurring in August 2006, (ii) with respect to Component X-A-2-2 and Component X-A-1-A-3, Component X-K-1 and Component X-L the Distribution Date occurring in February 2007, (iii) with respect to Component X-A-2-3, Component X-A-1-A-4, Component X-H-1, Component X-J and Component X-K-2, the Distribution Date occurring in August 2007, (iv) with respect to Component X-A-2-4, Component X-A-1-A-5, Component X-G-1, Component X-H-2, the Distribution Date occurring in February 2008, (v) with respect to Component X-A-2-5, Component X-A-1-A-6, Component X-F-1 and Component X-G-2, the Distribution Date occurring in August 2008, (vi) with respect to Component X-A-2-6, Component X-A-1-A-7 and Component X-F-2, the Distribution Date occurring in February 2009, (vii) with respect to Component X-A-2-7, Component X-A-1-A-8, Component X-A-3-1, Component X-A-AB-1, Component X-E-1 and Component X-F-3, the Distribution Date occurring in August 2009, (viii) with respect to Component X-A-3-2, Component X-A-AB-2, Component X-A-1-A-9, Component X-D-1 and Component X-E-2, the Distribution Date occurring in February 2010, (ix) with respect to Component X-A-3-3, Component X-A-AB-3, Component X-A-1-A-10, Component X-D-2, the Distribution Date occurring in August 2010, (x) with respect to Component X-A-3-4, Component X-A-AB-4, Component X-A-1-A-11 and Component X-D-3, the Distribution Date occurring in February 2011, (xi) with respect to Component X-A-3-5, Component X-A-AB-5, Component X-A-4-1, Component X-A-1-A-12 and Component X-D-4, the Distribution Date occurring in August 2011, and (xii) with respect to Component X-A-4-2, Component X-A-1-A-13, Component X-A-J, Component X-B, Component X-C and Component X-D-5, the Distribution Date in February 2012. "Class XP Components" shall mean each of Component X-A-1-2, Component X-A-2-1, Component X-A-2-2, Component X-A-2-3, Component X-A-2-4, Component X-A-2-5, Component X-A-2-6, Component X-A-2-7, Component X-A-3-1, Component X-A-3-2, Component X-A-3-3, Component X-A-3-4, Component X-A-3-5, Component X-A-4-1, Component X-A-4-2, Component X-A-AB-1, Component X-A-AB-2, Component X-A-AB-3, Component X-A-AB-4, Component X-A-AB-5, Component X-A-1-A-2, Component X-A-1-A-3, Component X-A-1-A-4, Component X-A-1-A-5, Component X-A-1-A-6, Component X-A-1-A-7, Component X-A-1-A-8, Component X-A-1-A-9, Component X-A-1-A-10, Component X-A-1-A-11, Component X-A-1-A-12, Component X-A-1-A-13, Component X-A-J, Component X-B, Component X-C, Component X-D-1, Component X-D-2, Component X-D-3, Component X-D-4, Component X-D-5, Component X-E-1, Component X-E-2, Component X-F-1, Component X-F-2, Component X-F-3, Component X-G-1, Component X-G-2, Component X-H-1, Component X-H-2, Component X-J, Component X-K-1, Component X-K-2 and Component X-L. "Class XP Notional Amount" shall mean, as of any date of determination, the sum of the then Component Notional Amounts of the Class XP Components for which the Class XP Component Crossover Date has not passed. "Class XP Reference Rate" shall mean, for any Distribution Date, the rate per annum corresponding to such Distribution Date on Schedule IV. "Class XP Strip Rate" shall mean, with respect to each of the Class XP Components for any Distribution Date, a rate per annum equal to (i) for any Distribution Date occurring on or before the related Class XP Component Crossover Date, (x) the lesser of (I) the Weighted Average Net Mortgage Rate for such Distribution Date and (II) the Class XP Reference Rate for such Distribution Date minus (y) the Pass-Through Rate for the Corresponding Certificates (provided that in no event shall any Class XP Strip Rate be less than zero) and (ii) for any Distribution Date occurring after the related Class XP Component Crossover Date, 0% per annum. "Clearstream" shall mean Clearstream Banking, Societe Anonyme or any successor. "Closing Date" shall mean February 10, 2005. "CMSA" shall mean the Commercial Mortgage Securities Association, or any association or organization that is a successor thereto. If neither such association nor any successor remains in existence, "CMSA" shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and one of whose principal purposes is the establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association described in one of the preceding sentences of this definition does not exist, "CMSA" shall be deemed to refer to such other association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Trustee, the Special Servicer and the Directing Holder. "CMSA Advance Recovery Report" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "Advance Recoverability Report" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Bond Level File" shall mean the monthly report substantially in the form of, and containing the information called for in, the downloadable form of the "Bond Level File" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Collateral Summary File" shall mean the report substantially in the form of, and containing the information called for in, the downloadable form of the "Collateral Summary File" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Comparative Financial Status Report" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "CMSA Comparative Financial Status Report" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally and, insofar as it requires the presentation of information in addition to that called for by the form of the "CMSA Comparative Financial Status Report" available as of the Closing Date on the CMSA Website, is reasonably acceptable to the Master Servicer or the Special Servicer, as applicable. "CMSA Delinquent Loan Status Report" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "CMSA Delinquent Loan Status Report" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Financial File" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "Financial File" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. The initial data for this report shall be provided by each Mortgage Loan Seller; provided that the delivery of such initial data by either Commerzbank or GSMC shall satisfy the delivery requirements for both Commerzbank and GSMC. "CMSA Historical Liquidation Report" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "Historical Liquidation Report" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Historical Loan Modification and Corrected Mortgage Loan Report" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "Historical Loan Modification and Corrected Mortgage Loan Report" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Investor Reporting Package" shall mean, collectively: (a) the following seven electronic files: (i) CMSA Loan Setup File, (ii) CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA Bond Level File, (v) CMSA Financial File, (vi) CMSA Collateral Summary File and (vii) CMSA Special Servicer Loan File; and (b) the following twelve supplemental reports: (i) CMSA Delinquent Loan Status Report, (ii) CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CMSA Historical Liquidation Report, (iv) CMSA REO Status Report, (v) CMSA Operating Statement Analysis Report, (vi) CMSA Comparative Financial Status Report, (vii) CMSA Servicer Watch List, (viii) CMSA Loan Level Reserve/LOC Report, (ix) CMSA NOI Adjustment Worksheet, (x) CMSA Advance Recovery Report, (xi) CMSA Total Loan Report and (xii) CMSA Reconciliation of Funds Report. "CMSA Loan Level Reserve/LOC Report" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "Loan Level Reserve/LOC Report" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Loan Periodic Update File" shall mean the monthly report substantially in the form of, and containing the information called for in, the downloadable form of the "Loan Periodic Update File" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. The initial data for this report shall be provided by each Mortgage Loan Seller; provided that the delivery of such initial data by either Commerzbank or GSMC shall satisfy the delivery requirements for both Commerzbank and GSMC. Each CMSA Loan Periodic Update File prepared by the Master Servicer shall, if applicable, be accompanied by a Monthly Additional Report on Recoveries and Reimbursements and all references herein to "CMSA Loan Periodic Update File" shall be construed accordingly. "CMSA Loan Setup File" shall mean the report substantially in the form of, and containing the information called for in, the downloadable form of the "Loan Setup File" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Reconciliation of Funds Report" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "CMSA Reconciliation of Funds Report" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Total Loan Report" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "CMSA Total Loan Report" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA NOI Adjustment Worksheet" shall mean a report prepared by the Master Servicer with respect to all the Performing Serviced Loans, and by the Special Servicer with respect to Specially Serviced Loans and REO Loans, which report shall be substantially in the form of, and contain the information called for in, the downloadable form of the "NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Operating Statement Analysis Report" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "CMSA Operating Statement Analysis Report" available as of the Closing Date on the CMSA Website or in such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage-backed securities transactions generally. "CMSA Property File" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "Property File" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA REO Status Report" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "REO Status Report" available as of the Closing Date on the CMSA Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Servicer Watch List" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "Servicer Watch List" available as of the Closing Date on the CMSA Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Special Servicer Loan File" shall mean a report substantially in the form of, and containing the information called for in, the downloadable form of the "Special Servicer Loan File" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. "CMSA Website" shall mean the CMSA's Website located at "www.cmbs.org" or such other primary website as the CMSA may establish for dissemination of its report forms. "Co-Lender Agreement" shall have the meaning assigned thereto in the Preliminary Statement. "Code" shall mean the Internal Revenue Code of 1986 and regulations promulgated thereunder, including temporary regulations and proposed regulations to the extent that, by reason of their proposed effective date, could, as of the date of any determination or opinion as to the tax consequences of any action or proposed action or transaction, be applied to the Certificates. "Collection Period" shall mean, with respect to any Distribution Date or Master Servicer Remittance Date, the period commencing on the day immediately following (x) with respect to the Mortgage Loans other than the 1370 Avenue of the Americas Trust Loan, the Determination Date in the calendar month preceding the month in which such Distribution Date or Master Servicer Remittance Date, as the case may be, occurs (or, in the case of each of the initial Distribution Date and the initial Master Servicer Remittance Date, commencing immediately following the Cut-off Date) and ending on and including the Determination Date in the calendar month in which such Distribution Date or Master Servicer Remittance Date, as the case may be, occurs and (y) with respect to the 1370 Avenue of the Americas Trust Loan, the Due Date in the calendar month preceding the month in which such Distribution Date or Master Servicer Remittance Date, as the case may be, occurs (or, in the case of each of the initial Distribution Date and the initial Master Servicer Remittance Date, commencing immediately following the Cut-off Date) and ending on and including the Due Date in the calendar month in which such Distribution Date or Master Servicer Remittance Date, as the case may be, occurs. "Commerzbank" shall mean Commerzbank AG, New York Branch, a company formed under the laws of the Federal Republic of Germany and licensed to engage in the banking business under Article V of the Banking Law of the State of New York, and its successors in interest. "Commission" shall mean the Securities and Exchange Commission or any successor agency. "Companion Loan" shall have the meaning assigned thereto in the Preliminary Statement. "Companion Loan Noteholder" shall mean, with respect to any Loan Group, the Holder of the Mortgage Note for the related Companion Loan. "Companion Loan Securities" means the securities issued in connection with the inclusion of a Pari Passu Companion Loan into a trust as part of a securitization of one or more mortgage loans. "Components" shall mean each of Component X-A-1-1, Component X-A-1-2, Component X-A-1-A-1, Component X-A-1-A-2, Component X-A-1-A-3, Component X-A-1-A-4, Component X-A-1-A-5, Component X-A-1-A-6, Component X-A-1-A-7, Component X-A-1-A-8, Component X-A-1-A-9, Component X-A-1-A-10, Component X-A-1-A-11, Component X-A-1-A-12, Component X-A-1-A-13, Component X-A-2-1, Component X-A-2-2, Component X-A-2-3, Component X-A-2-4, Component X-A-2-5, Component X-A-2-6, Component X-A-2-7, Component X-A-3-1, Component X-A-3-2, Component X-A-3-3, Component X-A-3-4, Component X-A-3-5, Component X-A-4-1, Component X-A-4-2, Component X-A-AB-1, Component X-A-AB-2, Component X-A-AB-3, Component X-A-AB-4, Component X-A-AB-5, Component X-A-J, Component X-B, Component X-C, Component X-D-1, Component X-D-2, Component X-D-3, Component X-D-4, Component X-D-5, Component X-E-1, Component X-E-2, Component X-F-1, Component X-F-2, Component X-F-3, Component X-G-1, Component X-G-2, Component X-H-1, Component X-H-2, Component X-J, Component X-K-1, Component X-K-2, Component X-L, Component X-M, Component X-N, Component X-O and Component X-P. "Component X-A-1-1" shall mean one of 59 components of the Class XC Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-1 Interest. "Component X-A-1-2" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-2 Interest. "Component X-A-1-A-1" shall mean one of 59 components of the Class XC Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-1 Interest. "Component X-A-1-A-2" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-2 Interest. "Component X-A-1-A-3" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-3 Interest. "Component X-A-1-A-4" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-4 Interest. "Component X-A-1-A-5" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-5 Interest. "Component X-A-1-A-6" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-6 Interest. "Component X-A-1-A-7" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-7 Interest. "Component X-A-1-A-8" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-8 Interest. "Component X-A-1-A-9" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-9 Interest. "Component X-A-1-A-10" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-10 Interest. "Component X-A-1-A-11" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-11 Interest. "Component X-A-1-A-12" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-12 Interest. "Component X-A-1-A-13" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-1-A-13 Interest. "Component X-A-2-1" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-2-1 Interest. "Component X-A-2-2" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-2-2 Interest. "Component X-A-2-3" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-2-3 Interest. "Component X-A-2-4" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-2-4 Interest. "Component X-A-2-5" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-2-5 Interest. "Component X-A-2-6" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-2-6 Interest. "Component X-A-2-7" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-2-7 Interest. "Component X-A-3-1" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-3-1 Interest. "Component X-A-3-2" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-3-2 Interest. "Component X-A-3-3" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-3-3 Interest. "Component X-A-3-4" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-3-4 Interest. "Component X-A-3-5" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-3-5 Interest. "Component X-A-4-1" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-4-1 Interest. "Component X-A-4-2" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-4-2 Interest. "Component X-A-AB-1" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-AB-1 Interest. "Component X-A-AB-2" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-AB-2 Interest. "Component X-A-AB-3" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-AB-3 Interest. "Component X-A-AB-4" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-AB-4 Interest. "Component X-A-AB-5" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-AB-5 Interest. "Component X-A-J" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LA-J Interest. "Component X-B" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LB Interest. "Component X-C" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LC Interest. "Component X-D-1" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LD-1 Interest. "Component X-D-2" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LD-2 Interest. "Component X-D-3" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LD-3 Interest. "Component X-D-4" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LD-4 Interest. "Component X-D-5" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LD-5 Interest. "Component X-E-1" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LE-1 Interest. "Component X-E-2" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LE-2 Interest. "Component X-F-1" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LF-1 Interest. "Component X-F-2" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LF-2 Interest. "Component X-F-3" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LF-3 Interest. "Component X-G-1" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LG-1 Interest. "Component X-G-2" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LG-2 Interest. "Component X-H-1" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LH-1 Interest. "Component X-H-2" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LH-2 Interest. "Component X-J" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LJ Interest. "Component X-K-1" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LK-1 Interest. "Component X-K-2" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LK-2 Interest. "Component X-L" shall mean one of 59 components of the Class XC Certificates and one of the 53 components of the Class XP Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LL Interest. "Component X-M" shall mean one of 59 components of the Class XC Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LM Interest. "Component X-N" shall mean one of 59 components of the Class XC Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LN Interest. "Component X-O" shall mean one of 59 components of the Class XC Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LO Interest. "Component X-P" shall mean one of 59 components of the Class XC Certificates having a Component Notional Amount which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of the Class LP Interest. "Component Notional Amount" shall mean with respect to each Component and any date of determination, an amount equal to the then current Uncertificated Principal Balance of its Corresponding Uncertificated Lower-Tier Interest. "Condemnation Proceeds" shall mean all cash amounts Received in connection with the taking of all or a part of a Mortgaged Property or REO Property by exercise of the power of eminent domain or condemnation, subject, however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage. "Control Appraisal Event" shall exist with respect to any Tier 1 Loan Group, if and for so long as: (a) (1) the initial balance of the related Companion Loan minus (2) the sum of (x) any principal payments, allocated to, and received on, the related Subordinate Companion Loan, (y) any Appraisal Reduction Amounts allocated to such Companion Loan and (without duplication) (z) Realized Losses allocated to such Companion Loan is less than (b) 25% of the initial balance of such Companion Loan. "Controlling Class" shall mean the Class of Certificates (other than the Residual Interest Certificates) with the latest alphabetical Class designation that has a then-aggregate Class Principal Balance that is not less than 25% of the Original Class Principal Balance of such Class; provided that if no Class of Principal Balance Certificates has, as of such date of determination, a Class Principal Balance that meets the requirements above, then the Controlling Class shall be the then outstanding Class of Principal Balance Certificates bearing the latest alphabetic Class designation that has a Class Principal Balance greater than zero; and provided, further, that, for purposes of determining the Controlling Class, the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A and Class A-J Certificates shall be deemed a single Class of Certificates. As of the Closing Date, the Controlling Class will be the Class P Certificates. If the Controlling Class consists of Book-Entry Certificates, then the rights of the Holders of the Controlling Class set forth in this Agreement may be exercised directly by the relevant Certificate Owners, provided that the identity of such Certificate Owners has been confirmed to the Trustee to its reasonable satisfaction. "Controlling Class Certificateholder" shall mean any Holder of a Certificate of the Controlling Class. "Controlling Class Directing Holder" shall mean the Holder or Holders of greater than 50% of the Voting Rights assigned to the Controlling Class; provided that no Holder of Voting Rights allocated to the Controlling Class may exercise any rights of such Class with respect to any Loan as to which such Holder is a Mortgagor Affiliate Holder. "Corporate Trust Office" shall mean the principal corporate trust office of the Trustee at which at any particular time its asset-backed securities trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global Securitization Trust Services Group - Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust Series 2005-GG3. "Corrected Loan" shall mean any Mortgage Loan that had been a Specially Serviced Loan but has ceased to be such in accordance with the definition of "Specially Serviced Loan" (other than by reason of a Liquidation Event occurring in respect of such Loan or the related Mortgaged Property's becoming an REO Property). "Corresponding Certificate" shall have the meaning assigned thereto in the Preliminary Statement with respect to any Corresponding Component or any Corresponding Uncertificated Lower-Tier Interest. "Corresponding Component" shall have the meaning assigned thereto in the Preliminary Statement with respect to any Corresponding Certificate or any Corresponding Uncertificated Lower-Tier Interest. "Corresponding Uncertificated Lower-Tier Interest" shall have the meaning assigned thereto in the Preliminary Statement with respect to any Corresponding Certificate or any Corresponding Component. "Cross-Collateralized Group" shall mean any group of Cross-Collateralized Mortgaged Loans. For purposes of this Agreement, there are no Cross-Collateralized Mortgage Loans included in the Mortgage Pool. "Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan that is cross-defaulted and cross-collateralized with any other Mortgage Loan. For purposes of this Agreement, there are no Cross-Collateralized Mortgage Loans included in the Mortgage Pool. "Cross-Over Date" shall mean the Distribution Date on which (i) the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1-A Certificates, or any two or more of such Classes, remain outstanding and (ii) the aggregate of the Class Principal Balances of the Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates are reduced to zero as a result of the allocation of Realized Losses and Additional Trust Fund Expenses pursuant to Section 4.04(a). "Custodial Account" shall mean either of the Pool Custodial Account or any Loan Group Custodial Account. "Custodian" shall mean a Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files, which Person shall not be the Depositor, the Mortgage Loan Sellers or an Affiliate of the Depositor or the Mortgage Loan Sellers. If no such custodian has been appointed, or if such custodian has been so appointed but the Trustee shall have terminated such appointment, then the Trustee shall be the Custodian. "Cut-off Date" shall mean (i) with respect to each Mortgage Loan originated before February 1, 2005 and with a Due Date on the first day of each month, February 1, 2005, (ii) with respect to each Mortgage Loan originated before February 1, 2005 and with a Due Date on the sixth day of each month, February 6, 2005, (iii) with respect to the 1370 Avenue of the Americas Trust Loan, February 8, 2005 and (iv) with respect to any Loan originated in February 2005, the date of its origination. "Cut-off Date Balance" shall mean, with respect to any Loan, the outstanding principal balance of such Loan as of the Cut-off Date, net of all unpaid payments of principal due in respect thereof on or before such date. "Default Charges" shall mean Default Interest and/or late payment charges that are paid or payable, as the context may require, to the Trust in respect of any Loan or any successor REO Loan with respect thereto. "Default Interest" shall mean, with respect to any Serviced Loan or any successor REO Loan with respect thereto, any amounts Received thereon (other than late payment charges, Prepayment Premiums or Yield Maintenance Charges) that represent penalty interest (arising out of a default) in excess of interest accrued on the principal balance of such Loan (or successor REO Loan), at the related Mortgage Rate. "Defaulting Party" shall have the meaning assigned thereto in Section 7.01(b). "Defeasance Certificate" shall have the meaning assigned thereto in Section 3.21(k). "Defeasance Collateral" shall mean, with respect to any Defeasance Loan, the Government Securities required or permitted to be pledged in lieu of prepayment pursuant to the terms thereof in order to obtain a release of the related Mortgaged Property. "Defeasance Deposit Account" shall have the meaning assigned thereto in Section 3.04(a). "Defeasance Loan" shall mean any Loan that permits the related Mortgagor to pledge Defeasance Collateral to the holder of such loan in lieu of prepayment. "Definitive Certificate" shall have the meaning assigned thereto in Section 5.03(a). "Definitive Non-Registered Certificate" shall mean any Non-Registered Certificate that has been issued as a Definitive Certificate. "Depositor" shall mean Greenwich Capital Commercial Funding Corp, and any successor in interest. "Depository" shall mean The Depository Trust Company or any successor Depository hereafter named as contemplated by Section 5.03(c). The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. "Depository Participant" shall mean a broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository. "Determination Date" shall mean the sixth calendar day of each month (or, if such sixth day is not a Business Day, the Business Day immediately following such sixth day), commencing in March 2005. "Directing Holder" shall mean with respect to any Serviced Loan Group, the person or persons selected by the related Loan Group Directing Holder, and with respect to any other Mortgage Loan, the person selected by the Controlling Class Directing Holder; provided, however, that (i) absent such selection, or (ii) until a Directing Holder is so selected or (iii) upon receipt of a notice from the Controlling Class Directing Holder or Loan Group Directing Holder, as applicable, that a Directing Holder is no longer designated, the Directing Holder will be the Loan Group Directing Holder or the Controlling Class Directing Holder, as applicable; provided, further, that, in the case of a Directing Holder selected by the Controlling Class Directing Holder, in order for the Trustee to certify the status of such Directing Holder, the Directing Holder must provide notice and certification to the Trustee as to its status as Directing Holder (including the address and telecopy number of such Directing Holder), and the Trustee shall provide written notice to the Controlling Class Certificateholders, the Special Servicer and the Master Servicer as to the designation of such Directing Holder (including the address and telecopy number of such Directing Holder). No Mortgagor Affiliate Holder may be a Directing Holder. The Trustee acknowledges and agrees that with respect to each Loan Group the Person set forth on Schedule V shall be designated as the initial Directing Holder with respect to the related Loan Group, and that no further notice of such selection is required. In the event that a Controlling Class Directing Holder or Loan Group Directing Holder appoints a third party (including any affiliate) to act as Directing Holder, none of the parties to this Agreement shall be obligated to recognize such appointment unless such Controlling Class Directing Holder or Loan Group Directing Holder shall have delivered to each party to this Agreement a certification regarding such appointment. Any Loan Group Directing Holder that is a Directing Holder may, in its capacity as Directing Holder, only control, direct, prohibit or be consulted with respect to the enforcement of the related Mortgage or the servicing and administration of the related Loan Group to the extent set forth in this Agreement. The Directing Holder shall be required to keep all non-public information received by it in such capacity pursuant to this Agreement confidential and, upon its designation as such, shall deliver to the Trustee a confirmation to such effect. The initial Directing Holder shall be Cadim Tach Inc. "Directly Operate" shall mean, with respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such REO Property, the holding of such REO Property primarily for sale or lease, the performance of any construction work thereon or any use of such REO Property in a trade or business conducted by the Lower-Tier REMIC, other than through an Independent Contractor; provided, however, that the Trustee (or the Special Servicer or any Sub-Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the Special Servicer or any Sub-Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property. "Discount Rate" shall mean, with respect to any prepaid Mortgage Loan or REO Mortgage Loan, for purposes of allocating any Prepayment Premium or Yield Maintenance Charge Received with respect thereto among the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates, a rate equal to the yield (when compounded monthly) on the U.S. Treasury issue (primary issue) with a maturity date closest to the maturity date, as published in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board; provided that if there are two such U.S. Treasury issues (a) with the same coupon, the issue with the lower yield shall apply, and (b) with maturity dates equally close to the maturity date for such prepaid Mortgage Loan or REO Mortgage Loan, the issue with the earliest maturity date shall apply. "Disqualified Non-United States Tax Person" shall mean, with respect to any Residual Interest Certificate, any Non-United States Tax Person or agent thereof other than: (1) a Non-United States Tax Person that (a) holds such Residual Interest Certificate and, for purposes of Treasury Regulations Section 1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies that it understands that, for purposes of Treasury Regulations Section 1.860E-1(c)(4)(ii), as a Holder of such Residual Interest Certificate for United States federal income tax purposes, it may incur tax liabilities in excess of any cash flows generated by such Residual Interest Certificate and intends to pay taxes associated with holding such Residual Interest Certificate, and (c) has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI or successor form and has agreed to update such form as required under the applicable Treasury regulations; or (2) a Non-United States Tax Person that has delivered to the Transferor, the Trustee and the Certificate Registrar an opinion of nationally recognized tax counsel to the effect that (x) the Transfer of such Residual Interest Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and (y) such Transfer of such Residual Interest Certificate will not be disregarded for United States federal income tax purposes. "Disqualified Organization" shall mean any of the following: (i) the United States, any State or any political subdivision thereof, any foreign government, international organization, or any agency or instrumentality of any of the foregoing; (ii) any organization (except certain farmers' cooperatives described in Section 521 of the Code) that is exempt from the tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business income); (iii) rural electric and telephone cooperatives described in Section 1381 of the Code; or (iv) any other Person so designated by the Trustee or the Tax Administrator based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Interest Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Interest Certificate to such Person. The terms "United States," "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions. "Disqualified Partnership" shall mean any domestic entity classified as a partnership under the Code if any of its beneficial owners are Disqualified Non-United States Tax Persons. "Distributable Certificate Interest" shall mean, with respect to any Class of Regular Interest Certificates for any Distribution Date, subject to Section 4.05(b), an amount of interest equal to the amount of Accrued Certificate Interest in respect of such Class of Certificates for the related Interest Accrual Period, reduced (to not less than zero) by that portion, if any, of the Net Aggregate Prepayment Interest Shortfall for such Distribution Date allocated to such Class of Certificates as provided below. The Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated among the respective Classes of Regular Interest Certificates on a pro rata basis in accordance with, the respective amounts of Accrued Certificate Interest for each such Class of Certificates for the related Interest Accrual Period. "Distribution Account" shall mean the segregated account or accounts created and maintained by the Trustee pursuant to Section 3.04(b), which shall be entitled "LaSalle Bank National Association, as Trustee, in trust for the registered holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3" which account shall be deemed to consist of, collectively, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account and the Interest Reserve Account. "Distribution Date" shall mean the date each month, commencing in March 2005, on which, among other things, the Trustee is to make distributions on the Certificates, which date shall be the tenth day of the month, or if such tenth day is not a Business Day, then the Business Day immediately following such tenth day, provided that the Distribution Date will be at least four Business Days following the related Determination Date. "Distribution Date Statement" shall have the meaning assigned thereto in Section 4.02(a). "Document Defect" shall have the meaning assigned thereto in Section 2.03(a). "Due Date" shall mean: (i) with respect to any Loan on or prior to its Stated Maturity Date, the day of the month set forth in the related Mortgage Note on which each Monthly Payment on such Loan is scheduled to be first due; (ii) with respect to any Loan after its Stated Maturity Date, the day of the month set forth in the related Mortgage Note on which each Monthly Payment on such Loan had been scheduled to be first due; and (iii) with respect to any REO Loan, the day of the month set forth in the related Mortgage Note on which each Monthly Payment on the related Loan had been scheduled to be first due. "EDGAR" shall mean the Commission's Electronic Data Gathering, Analysis and Retrieval system. "Eligible Account" shall mean any of: (i) an account maintained with a federal or state chartered depository institution or trust company, the long-term deposit or unsecured debt obligations of which are rated at least "Aa3" by Moody's and at least "AA-" (or, if such depository institution or trust company has short-term unsecured debt obligations rated at least "A-1" by S&P, at least "A+") by S&P (or, in the case of any Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Certificates or Companion Loan Securities, as evidenced in writing by such Rating Agency) at any time such funds are on deposit therein (if such funds are to be held for more than 30 days), or the short-term deposits of which are rated at least "P-1" by Moody's and at least "A-1" by S&P (or, in the case of any Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Certificates or Companion Loan Securities, as evidenced in writing by such Rating Agency) at any time such funds are on deposit therein (if such funds are to be held for 30 days or less); or (ii) a segregated trust account maintained with the trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity (which may be the Trustee), is subject to supervision or examination by federal or state authority and, in the case of a state chartered depository institution or trust company, is subject to regulations regarding fiduciary funds on deposit therein substantially similar to 12 CFR ss. 9.10(b); or (iii) any other account, the use of which would not, in and of itself, cause an Adverse Rating Event with respect to any Class of Certificates or Companion Loan Securities, as evidenced in writing by each Rating Agency; or (iv) PNC Bank, National Association so long as its short term unsecured debt is rated at least "P-1" by Moody's, "A-1" by S&P and "F-1" by Fitch Ratings and its long term unsecured debt is rated at least "A-" by S&P. "Environmental Assessment" shall mean a "Phase I assessment" as described in and meeting the criteria of Chapter 5 of the Fannie Mae Multifamily Guide and the ASTM Standard for Environmental Site Assessments, each as amended from time to time. "Environmental Insurance Policy" shall mean, with respect to any Mortgaged Property or REO Property, any insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in respect of such Mortgaged Property or REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders. "Environmentally Insured Mortgage Loans" shall mean the Mortgage Loans identified on Schedule III hereto. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "Escrow Payment" shall mean any payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application toward the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and other items for which an escrow has been created in respect of the related Mortgaged Property. "Euroclear" shall mean Euroclear Bank as operator of the Euroclear System or any successor. "Event of Default" shall have the meaning assigned thereto in Section 7.01(a). "Excess Liquidation Proceeds" shall mean the excess, if any, of (a) the Net Liquidation Proceeds from the sale or liquidation of a Specially Serviced Loan or REO Property, net of (i) interest on any related Advances, (ii) any related Servicing Advances and (iii) any Liquidation Fee payable from such Net Liquidation Proceeds, over (b) the amount needed to pay off the Mortgage Loan or related REO Loan in full and reimburse the Trust for any prior Additional Trust Fund Expenses related to such Loan. "Excess Liquidation Proceeds Account" shall mean the segregated account created and maintained by the Trustee pursuant to Section 3.04(d) in trust for the Certificateholders, which shall be entitled "LaSalle Bank National Association, as Trustee, in trust for the registered Holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3." "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Exchange Act Reports" shall have the meaning assigned thereto in Section 8.15(a). "Exemption-Favored Party" shall mean any of (i) Greenwich Capital Markets, (ii) any Person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Greenwich Capital Markets and (iii) any member of any underwriting syndicate or selling group of which any Person described in clauses (i), (ii) or (iii) is a manager or co-manager with respect to a Class of Investment Grade Certificates. "Fannie Mae" shall mean the Federal National Mortgage Association or any successor. "FDIC" shall mean the Federal Deposit Insurance Corporation or any successor. "FHLMC" shall mean the Federal Home Loan Mortgage Corporation or any successor. "Final Distribution Date" shall mean the Distribution Date on which the final distribution is to be made with respect to the Certificates in connection with a termination of the Trust Fund pursuant to Article IX. "Final Recovery Determination" shall mean a determination by the Special Servicer with respect to any Specially Serviced Loan or REO Property that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries that the Special Servicer has determined, in accordance with the Servicing Standard, will be ultimately recoverable (or in the case of the Non-Serviced Loan Groups, a "Final Recovery Determination" as defined in the applicable Lead PSA with respect to such loan); provided that the term Final Recovery Determination shall not apply to: (i) a Loan that was paid in full; or (ii) a Loan or REO Property, as the case may be, that was purchased by (A) the applicable Mortgage Loan Seller pursuant to Section 2.03(a) and the applicable Mortgage Loan Purchase Agreement, (B) a Purchase Option Holder or its assignee pursuant to Section 3.19, (C) the Depositor, the Mortgage Loan Sellers, the Special Servicer, a Controlling Class Certificateholder or the Master Servicer pursuant to Section 9.01, (D) the holder of a related mezzanine loan in connection with a Loan default, as set forth in the related intercreditor agreement or (E) in the case of the Loan Group Trust Mortgage Loans, the related Companion Loan Noteholder or their designees pursuant to the related Co-Lender Agreement. "Fiscal Agent" shall mean ABN AMRO, in its capacity as fiscal agent hereunder, or any successor fiscal agent appointed as herein provided. "FV Price" shall have the meaning assigned thereto in Section 3.19(c). "GAAP" shall mean generally accepted accounting principles in the United States of America. "Global Certificate" shall mean, with respect to any Class of Book-Entry Non-Registered Certificates, either the related Rule 144A Global Certificate or the Regulation S Global Certificate. "Global Opinion" shall have the meaning assigned thereto in Section 11.12. "Government Securities" shall mean "Government Securities" as defined in Section 2(a)(16) of the Investment Company Act of 1940, excluding any such securities that are not acceptable to any Rating Agency as Defeasance Collateral. "Grand Canal Shoppes at the Venetian Loan Group" shall have the meaning assigned thereto in the Preliminary Statement. "Grand Canal Shoppes at the Venetian Pari Passu Companion Loans" shall have the meaning assigned thereto in the Preliminary Statement. "Grand Canal Shoppes at the Venetian Trust Loan" shall have the meaning assigned thereto in the Preliminary Statement. "Greenwich Capital Markets" shall mean Greenwich Capital Markets, Inc. or its successor in interest. "Ground Lease" shall mean, with respect to any Mortgage Loan for which the related Mortgagor has a leasehold interest in the related Mortgaged Property, the lease agreement(s) (including any lease agreement with respect to a master space lease) creating such leasehold interest. "GSMC" shall mean Goldman Sachs Mortgage Company, a New York limited partnership, and its successors in interest. "Hazardous Materials" shall mean any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations now existing or hereafter enacted, and specifically including asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substance classified as being "in inventory," "usable work in process" or similar classification which would, if classified as unusable, be included in the foregoing definition. "Holder" shall mean, with respect to a Certificate, a Certificateholder and, with respect to any Uncertificated Lower-Tier Interest, the Trust. "HUD-Approved Servicer" shall mean a servicer that is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. "Independent" shall mean, when used with respect to any specified Person, any such Person who (i) is in fact independent of the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, any Controlling Class Certificateholder, and with respect to matters relating to a particular Loan Group any Companion Loan Noteholder, and any and all Affiliates thereof, (ii) does not have any direct financial interest in or any material indirect financial interest in any of the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, any Controlling Class Certificateholder, and with respect to matters relating to a particular Loan Group any Companion Loan Noteholder, or any Affiliate thereof, and (iii) is not connected with the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, any Controlling Class Certificateholder, and with respect to matters relating to a particular Loan Group any Companion Loan Noteholder, or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, any Controlling Class Certificateholder, any Companion Loan Noteholder, or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, such Controlling Class Certificateholder, such Companion Loan Noteholder or any Affiliate thereof, as the case may be, provided that such ownership constitutes less than 1% of the total assets owned by such Person. "Independent Appraiser" shall mean an Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal Institute, (ii) if the state in which the subject Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state, and (iii) has a minimum of five years experience in the subject property type and market. "Independent Contractor" shall mean: (a) any Person that would be an "independent contractor" with respect to the Lower-Tier REMIC within the meaning of Section 856(d)(3) of the Code if the Lower-Tier REMIC was a real estate investment trust (except that the ownership test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35 percent or more of any Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the Master Servicer, the Special Servicer, the Trustee or the Trust Fund, delivered to the Trustee (and, if any of the Loan Groups are affected, to the Companion Loan Noteholder), provided that (i) such REMIC Pool does not receive or derive any income from such Person and (ii) the relationship between such Person and such REMIC Pool is at arm's length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5); or (b) any other Person upon receipt by the Trustee (and, if any of the Loan Groups are affected, by the related Companion Loan Noteholder) of an Opinion of Counsel, which shall be at no expense to the Master Servicer, the Special Servicer, the Trustee or the Trust Fund, to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor, will not cause such REO Property to cease to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code, or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property, due to such Person's failure to be treated as an Independent Contractor. "Initial Interest Reserve Account Deposit" shall mean an amount to be deposited in the Interest Reserve Account on the Closing Date by each Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, equal to the Interest Reserve Amounts to be distributed on the first Distribution Date for the Interest Reserve Mortgage Loans. "Initial Trust Balance" shall be as set forth in the Preliminary Statement hereto and shall equal the aggregate Cut-off Date Balances of the Mortgage Loans. "Institutional Accredited Investor" or "IAI" shall mean an "accredited investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or any entity in which all of the equity owners come within such paragraphs. "Insurance Policy" shall mean, with respect to any Loan, any hazard insurance policy, flood insurance policy, title policy, Environmental Insurance Policy or other insurance policy that is maintained from time to time in respect of such Loan or the related Mortgaged Property. "Insurance Proceeds" shall mean the proceeds paid under any Insurance Policy, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property, released to the Mortgagor, or any tenants or ground lessors, as the case may be, pursuant to the terms of the related Mortgage or lease, in accordance with the Servicing Standard; provided, that with respect to the 1370 Avenue of the Americas Trust Loan during a 1370 Avenue of the Americas Non-Lead Servicing Period, "Insurance Proceeds" shall be limited to only such proceeds of the type described in this definition that are remitted to the Master Servicer on behalf of the Trust under the 1370 Avenue of the Americas PSA and the related Co-Lender Agreement. "Insured Environmental Event" shall have the meaning assigned thereto in Section 3.07(d). "Interest Accrual Basis" shall mean the basis on which interest accrues in respect of any Loan, any Uncertificated Lower-Tier Interests or any Class of Regular Interest Certificates, in each case consisting of one of the following: (i) a 360-day year consisting of twelve 30-day months; (ii) actual number of days elapsed in a 360-day year; (iii) actual number of days elapsed in a 365-day year; or (iv) actual number of days elapsed in an actual calendar year (taking account of leap year). "Interest Accrual Period" shall mean with respect to any Class of Regular Interest Certificates or Uncertificated Lower-Tier Interests and any Distribution Date, the period beginning on the first day of the calendar month preceding the calendar month in which the related Distribution Date occurs and ending on the last day of the calendar month preceding the calendar month in which such Distribution Date occurs, calculated assuming that each month has 30 days and each year has 360 days. "Interested Person" shall mean the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, any Certificateholder, or any Affiliate of any such Person. "Interest Reserve Account" shall mean the sub-account of the Distribution Account, which is created and maintained by the Trustee pursuant to Section 3.04(c) in trust for Certificateholders, which shall be entitled "LaSalle Bank National Association, as Trustee, in trust for the registered holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3." "Interest Reserve Amount" shall mean, with respect to each Interest Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for any Distribution Date that occurs in February of any year and for any Distribution Date that occurs in January of any year that is not a leap year, an amount equal to one day's interest accrued at the related Mortgage Rate on the related Stated Principal Balance as of the Due Date in the month in which such Distribution Date occurs (but prior to the application of any amounts due on such Due Date), to the extent that a Monthly Payment is Received in respect thereof for such Due Date as of the related Determination Date or a P&I Advance is made under this Agreement in respect thereof for such Due Date by such Distribution Date. The Initial Interest Reserve Account Deposit shall be treated as an Interest Reserve Amount. "Interest Reserve Mortgage Loan" shall mean any Mortgage Loan that accrues interest on an Actual/360 Basis. "Interest Reserve REO Mortgage Loan" shall mean any REO Mortgage Loan that relates to a predecessor Interest Reserve Mortgage Loan. "Investment Account" shall have the meaning assigned thereto in Section 3.06(a). "Investment Grade Certificate" shall mean, as of any date of determination, a Certificate, other than a Residual Interest Certificate, that is rated in one of the four highest generic rating categories by at least one Rating Agency. "IRS" shall mean the Internal Revenue Service or any successor agency. "Late Collections" shall mean: (a) with respect to any Loan, all amounts Received in connection therewith during any Collection Period, whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late collections of the principal and/or interest portions of a Monthly Payment (other than a Balloon Payment) or an Assumed Monthly Payment in respect of such Loan due or deemed due on a Due Date in a previous Collection Period, or on a Due Date coinciding with or preceding the Cut-off Date, and not previously recovered; and (b) with respect to any REO Loan, all amounts Received in connection with the related REO Property during any Collection Period, whether as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which represent late collections of the principal and/or interest portions of a Monthly Payment (other than a Balloon Payment) or an Assumed Monthly Payment in respect of the predecessor Loan, or the principal and/or interest portions of an Assumed Monthly Payment in respect of such REO Loan, due or deemed due on a Due Date in a previous Collection Period and not previously recovered. "Lead Fiscal Agent" shall mean each of the 2004-GG2 Fiscal Agent and, during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Fiscal Agent, if any. "Lead Master Servicer" shall mean each of the 2004-GG2 Master Servicer and, during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Master Servicer. "Lead PSA" shall mean each of the 2004-GG2 PSA and, during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas PSA. "Lead Special Servicer" shall mean each of the 2004-GG2 Special Servicer and, during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Special Servicer. "Lead Trustee" shall mean each of the 2004-GG2 Trustee and, during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Trustee. "Liquidation Event" shall mean: (a) with respect to any Loan, any of the following events--(i) such Loan is paid in full, (ii) a Final Recovery Determination is made with respect to such Loan, (iii) such Loan or related Loan Group Trust Mortgage Loan (or portion thereof with respect to the Grand Canal Shoppes at the Venetian Trust Loan, Mall St. Matthews Mortgage Loan or North Star Mall Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 2.03(a) and the applicable Mortgage Loan Purchase Agreement, (iv) such Loan is purchased by a Purchase Option Holder or its assignee pursuant to Section 3.19, (v) such Loan is purchased by the Depositor, the Special Servicer, a Mortgage Loan Seller, a Controlling Class Certificateholder or the Master Servicer pursuant to Section 9.01, (vi) such Loan is purchased by the holder of a related mezzanine loan on behalf of the related Mortgagor in connection with a Loan default, as set forth in the related intercreditor agreement, or (vii) in the case of any of the Loan Group Trust Mortgage Loans, such Loan Group Trust Mortgage Loan is purchased by any related Companion Loan Noteholder or its designee pursuant to the related Co-Lender Agreement or the related Lead PSA; and (b) with respect to any REO Property (and the related REO Loan), any of the following events--(i) a Final Recovery Determination is made with respect to such REO Property, or (ii) such REO Property is purchased by the Depositor, the Special Servicer, a Mortgage Loan Seller, a Controlling Class Certificateholder or the Master Servicer pursuant to Section 9.01. "Liquidation Expenses" shall mean all customary, reasonable and necessary "out-of-pocket" costs and expenses due and owing (but not otherwise covered by Servicing Advances) in connection with the liquidation of any Specially Serviced Loan or REO Property pursuant to Sections 3.09 or 3.19 (including legal fees and expenses, committee or referee fees and, if applicable, brokerage commissions and conveyance taxes). "Liquidation Fee" shall mean the fee designated as such in, and payable to the Special Servicer in connection with certain specified events pursuant to Section 3.11(b). "Liquidation Fee Rate" shall mean, with respect to each Specially Serviced Loan or REO Property as to which a Liquidation Fee is payable, 1.0%. "Liquidation Proceeds" shall mean all cash amounts (other than Insurance Proceeds and REO Revenues) Received in connection with: (i) the full or partial liquidation of a Mortgaged Property or other collateral constituting security for a defaulted Loan, through trustee's sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor; (iii) the purchase of a Specially Serviced Loan by a Purchase Option Holder or its assignee pursuant to Section 3.19; (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller(s) pursuant to Section 2.03(a) and the applicable Mortgage Loan Purchase Agreement(s); (v) the purchase of a Mortgage Loan or REO Property by the Depositor, a Mortgage Loan Seller, the Special Servicer, a Controlling Class Certificateholder or the Master Servicer pursuant to Section 9.01; (vi) the purchase of a Loan by the holder of a related mezzanine loan on behalf of the related Mortgagor in connection with a Loan default, as set forth in the related intercreditor agreement; (vii) in the case of any of the Loan Group Trust Mortgage Loans, the purchase of such Mortgage Loan by any related Companion Loan Noteholder or its designee pursuant to the Co-Lender Agreement or the related Lead PSA; or (viii) except for purposes of Sections 3.11(b) and (c), the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Pool Custodial Account. "Loan" shall mean any Mortgage Loan or Companion Loan. "Loan Group" shall have the meaning assigned thereto in the Preliminary Statement (and shall include any successor REO Loans). "Loan Group Custodial Account" shall mean, with respect to any Serviced Loan Group, the segregated account or sub-accounts created and maintained by the Master Servicer pursuant to Section 3.04A on behalf of the Holders of such Loan Group. "Loan Group Directing Holder" with respect to any Serviced Loan Group, will be as follows: (a) with respect to the Tier 1 Loan Groups, for so long as (i) a Control Appraisal Event does not exist and the holder of more than 50% of the principal balance of the related Subordinate Companion Loan is not a Mortgagor Affiliate Holder, the holder of such Subordinate Companion Loan, or (ii) while a Control Appraisal Event does exist or if the holder of more than 50% of the principal balance of the related Subordinate Companion Loan is a Mortgagor Affiliate Holder, the Controlling Class Directing Holder; (b) with respect to the Tier 2 Loan Group, the Loan Group Directing Holder shall be the Controlling Class Directing Holder; and (c) with respect to the 1370 Avenue of the Americas Loan Group, for so long as a 1370 Avenue of the Americas Lead Servicing Period exists, the holder of the 1370 Avenue of the Americas Pari Passu Companion Loan evidenced by that certain Amended and Restated Promissory Note A1, dated as of November 9, 2004. For purposes of this definition, in calculating the holders of more than 50% of a Subordinate Companion Loan, the unpaid principal amount of such Subordinate Companion Loan held by a Mortgagor Affiliate Holder shall be deemed to be zero, except with respect to determining whether holders of more 50% of such Subordinate Companion Loan are not Mortgagor Affiliate Holders. "Loan Group Mortgaged Property" shall mean any of the properties securing a Loan Group. "Loan Group Noteholders" shall mean, with respect to each Loan Group, the Trustee, as holder of the Mortgage Note or Mortgage Notes for the related Loan Group Trust Mortgage Loan and the related Companion Loan Noteholder. "Loan Group Remittance Amount" shall mean, with respect to any Master Servicer Remittance Date and each Serviced Loan Group, an amount equal to: (a) the aggregate amount of (i) all payments and other collections on or with respect to the applicable Loan Group and the related Mortgaged Property (if it becomes an REO Property) that (A) were received as of the close of business on the immediately preceding Determination Date (or in the case of the 1370 Avenue of the Americas Loan Group, by the close of business on the Due Date for the 1370 Avenue of the Americas Loan Group) and (B) are on deposit or are required to be on deposit in the related Loan Group Custodial Account as of 12:00 noon (New York City time) on such Master Servicer Remittance Date (or in the case of the 1370 Avenue of the Americas Loan Group, as of 1:00 p.m. (New York City time) on the Business Day following the Due Date for the 1370 Avenue of the Americas Loan Group, including any such payments and other collections transferred to the related Loan Group Custodial Account from the related Loan Group REO Account (if established), and (ii) any and all P&I Advances made with respect to the Loan Group Trust Mortgage Loan(s); net of (b) the portion of the aggregate amount described in clause (a) of this definition that represents one or more of the following--(i) Monthly Payments that are due on a Due Date following the end of the related Collection Period, (ii) any amount payable or reimbursable to any Person from the related Loan Group Custodial Account pursuant to clauses (ii) through (xv) of Section 3.05A, and (iii) any amounts deposited in the related Loan Group Custodial Account in error. "Loan Group Remittance Date" shall mean, (i) with respect to each Serviced Companion Loan that is not an asset of a securitization, the Master Servicer Remittance Date and (ii) in the case of each other Serviced Companion Loan that is an asset of a securitization, the earlier of (A) the Master Servicer Remittance Date and (B) the Business Day prior to the date that is the equivalent to the "Master Servicer Remittance Date" in such securitization but in no event earlier than the first Business Day following the Determination Date. "Loan Group REO Account" shall mean, with respect to each Serviced Loan Group the segregated account or accounts created and maintained by the Special Servicer pursuant to Section 3.17 on behalf of the Certificateholders and the related Companion Noteholders, which shall be entitled "GMAC Commercial Mortgage Corporation, as Special Servicer, in trust for LaSalle Bank National Association, as Trustee, for the registered holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3, and for [NAMES OF COMPANION LOAN NOTEHOLDERS], as their interests may appear." "Loan Group REO Property" shall mean the Loan Group Mortgaged Property, if such Mortgaged Property becomes an REO Property hereunder. "Loan Group Servicing Reports" shall mean, with respect to any Serviced Loan Group, each of the CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA REO Status Report, Loan Payoff Notification Report, CMSA Loan Periodic Update File, CMSA Property File, CMSA Loan Level Reserve/LOC Report, CMSA Financial File, CMSA Loan Setup File, CMSA Servicer Watch List, CMSA Operating Statement Analysis Report, CMSA NOI Adjustment Worksheet and CMSA Comparative Financial Status Report. "Loan Group Trust Mortgage Loan" shall mean, with respect to any Loan Group, the portion of such Loan Group that is a Mortgage Loan in the Trust. "Loan Payoff Notification Report" shall mean a report containing substantially the information described in Exhibit E attached hereto, and setting forth for each Serviced Loan as to which written notice of anticipated payoff has been received by the Master Servicer as of the Determination Date preceding the delivery of such report, among other things, the mortgage loan number, the property name, the ending scheduled loan balance for the Collection Period ending on such Determination Date, the expected date of payment, the expected related Distribution Date and the estimated amount of the Yield Maintenance Charge or Prepayment Premium due (if any). "Lockout Period" shall mean, with respect to any Loan that prohibits the Mortgagor from prepaying such loan until a date specified in the related Mortgage Note or other Loan document, the period from the Closing Date until such specified date. "Loss of Value Payment" shall have the meaning assigned thereto in Section 2.03(a). "Loss of Value Reserve Fund" shall mean the "outside reserve fund" (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated as such pursuant to Section 3.04(f) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not part of either REMIC. "Loss Reimbursement Amount" shall mean: (a) with respect to any Class of Principal Balance Certificates, for any Distribution Date, the total amount of all Unfunded Principal Balance Reductions, if any, incurred by (but not reimbursed to) the Holders of such Class of Certificates on all prior Distribution Dates, if any; and (b) with respect to any Lower-Tier Regular Interest, for any Distribution Date, the total amount of all Unfunded Principal Balance Reductions, if any, incurred by (but not reimbursed to) the Lower-Tier REMIC with respect to such Lower-Tier Regular Interest on all prior Distribution Dates, if any. For purposes of this definition: (x) any increase in the Class Principal Balance of any Class of Principal Balance Certificates pursuant to Section 4.05(a) shall constitute a reimbursement to the Holders of such Class of Principal Balance Certificates of any related Unfunded Principal Balance Reductions; and (y) any increase in the Lower-Tier Interest Principal Balance of any Lower-Tier Regular Interest pursuant to Section 4.05(c) shall constitute a reimbursement to the Lower-Tier REMIC with respect to any related Unfunded Principal Balance Reductions relating to such Lower-Tier Regular Interest. "Lower-Tier Distribution Account" shall mean the sub-account deemed to be a part of the Distribution Account and maintained by the Trustee pursuant to Section 3.04(b). "Lower-Tier Distribution Amount" shall mean the aggregate of amounts distributable to the Uncertificated Lower-Tier Interests pursuant to Section 4.01(i). "Lower-Tier Interest Principal Reinstatement Amount" shall have the meaning assigned thereto pursuant to Section 4.05(c). "Lower-Tier REMIC" shall mean the segregated pool of assets constituting the primary trust created hereby and to be administered hereunder with respect to which a separate REMIC election is to be made, and consisting of: (i) the Mortgage Loans as from time to time are subject to this Agreement and all payments under and proceeds of such Mortgage Loans received by the Trust after the Closing Date, together with all documents included in the related Mortgage Files; (ii) any REO Properties as from time to time are subject to this Agreement and all income and proceeds therefrom (to the extent not allocable to a Companion Loan) and a beneficial interest in the applicable portion of the "REO Property" under the Lead PSA for the Non-Serviced Trust Loans; and (iii) such funds or assets as from time to time are deposited in the Pool Custodial Account, each Loan Group Custodial Account (to the extent not related to the Companion Loans), the Lower-Tier Distribution Account and, if established, the Pool REO Account and each Loan Group REO Account (to the extent not related to the Companion Loans). "Mall St. Matthews Mortgage Loan" shall mean that certain Mortgage Loan (evidenced by two Mortgage Notes, which are assets of the Trust Fund) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Mall St. Matthews. "Master Servicer" shall mean GMAC Commercial Mortgage Corporation, in its capacity as master servicer hereunder, or any successor master servicer appointed as herein provided. "Master Servicer Remittance Amount" shall mean, with respect to any Master Servicer Remittance Date, an amount equal to: (a) the aggregate amount of all payments and other collections on or with respect to the Serviced Loans and the Non-Serviced Trust Loans and any related REO Properties (including with respect to the Non-Serviced Trust Loans, all payments remitted by the applicable Lead Master Servicer) that (A) were Received as of the close of business on the immediately preceding Determination Date (or in the case of the Non-Serviced Trust Loans, as of 12:00 noon (New York City time) on the Master Servicer Remittance Date or in the case of the 1370 Avenue of the Americas Trust Loan, as of 1:00 p.m. (New York City time) on the Business Day following the Due Date of the 1370 Avenue of the Americas Loan Group) and (B) are on deposit or are required to be on deposit in the Pool Custodial Account as of 12:00 noon (New York City time) on such Master Servicer Remittance Date, including any such payments and other collections transferred to the Pool Custodial Account from the Pool REO Account (if established); net of (b) the portion of the aggregate amount described in clause (a) of this definition that represents one or more of the following--(i) Monthly Payments that are due on a Due Date following the end of the related Collection Period, (ii) any amount payable or reimbursable to any Person from the Pool Custodial Account pursuant to clauses (ii) through (xviii) of Section 3.05(a), (iii) any Excess Liquidation Proceeds and (iv) any amounts deposited in the Pool Custodial Account in error. "Master Servicer Remittance Date" shall mean the date each month, commencing in March 2005, on which, among other things, the Master Servicer is required to (i) make P&I Advances and (ii) transfer the Master Servicer Remittance Amount and any Excess Liquidation Proceeds to the Trustee, which date shall be the Business Day immediately preceding each Distribution Date. "Master Servicing Fee" shall mean, with respect to each Serviced Loan and the Non-Serviced Trust Loans (and, in each case, any successor REO Loan with respect thereto), the fee designated as such and payable to the Master Servicer pursuant to Section 3.11(a). The Master Servicing Fee includes any servicing fee rate payable to any third-party servicers that sub-service or primary service the loans on behalf of the Master Servicer, but does not include any primary servicing fee payable with respect to a Non-Serviced Trust Loan to the applicable Lead Master Servicer under the applicable Lead PSA. "Master Servicing Fee Rate" shall mean, with respect to each Serviced Loan and the Non-Serviced Trust Loans and any successor REO Loan, the rate per annum specified as such on the Mortgage Loan Schedule. With respect to each Loan Group, the Master Servicing Fee Rate for the related Mortgage Loan may be different than the Master Servicing Fee Rate for the related Companion Loan, as more particularly set forth on the Mortgage Loan Schedule. "Material Breach" shall have the meaning assigned thereto in Section 2.03(a). "Material Document Defect" shall have the meaning assigned thereto in Section 2.03(a). "Modified Loan" shall mean any Serviced Loan as to which any Servicing Transfer Event has occurred and which has been modified by the Special Servicer pursuant to Section 3.21 in a manner that: (a) affects the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing Monthly Payments current with respect to such Loan); (b) except as expressly contemplated by the related Loan documents, results in a release of the lien of the related Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery of substitute real property collateral with a fair market value (as is), that is not less than the fair market value (as is) of the property to be released, as determined by an appraisal delivered to the Special Servicer (at the expense of the related Mortgagor and upon which the Special Servicer may conclusively rely); or (c) in the reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Loan or materially reduces the likelihood of timely payment of amounts due thereon. "Monthly Payment" shall mean, with respect to any Loan, as of any Due Date, the scheduled monthly debt service payment on such Loan that is actually payable by the related Mortgagor from time to time under the terms of the related Mortgage Note (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed to by the Special Servicer pursuant to Section 3.21), including any Balloon Payment payable in respect of such Loan on such Due Date; provided that the Monthly Payment due in respect of any Loan shall not include Default Interest. "Moody's" shall mean Moody's Investors Service, Inc. or its successor in interest. If neither such rating agency nor any successor remains in existence, "Moody's" shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer, and specific ratings of Moody's Investors Service, Inc. herein referenced shall be deemed to refer to the equivalent ratings of the party so designated. "Mortgage" shall mean, with respect to any Loan, the mortgage, deed of trust, deed to secure debt or similar instrument that secures the related Mortgage Note and creates a lien on the related Mortgaged Property. "Mortgage File" shall mean: (a) with respect to any Mortgage Loan and, in the case of any Loan Group, any Companion Loan, the following documents collectively (which, in the case of a Loan Group, except for the Mortgage Note referred to in clause (i) and clause (vi) of this definition, relates to an entire Loan Group): (i) (A) the original executed Mortgage Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express or implied) to the order of "LaSalle Bank National Association, as trustee for the registered holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3" or in blank, and further showing a complete, unbroken chain of endorsement from the originator or, in the case of the Mall St. Matthews Mortgage Loan and the North Star Mall Mortgage Loan, the originators (if such originator is not the Mortgage Loan Seller) (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (B) in the case of a Loan Group, a copy of the executed Mortgage Note for the related Companion Loan; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon; (iv) an original executed assignment, in recordable form (except for recording information not yet available if the instrument being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment of Leases (if such item is a document separate from the Mortgage), in favor of "LaSalle Bank National Association, in its capacity as trustee for the registered holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3" (or, in each case, a copy thereof, certified to be the copy of such assignment submitted for recording); (v) an original or copy of the assignment of all unrecorded documents relating to the Mortgage Loan, in favor of "LaSalle Bank National Association, as trustee for the registered holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3"; (vi) originals or copies of final written modification agreements in those instances where the terms or provisions of the Mortgage Note for such Mortgage Loan (or, if applicable, either Mortgage Note of a Loan Group) or the related Mortgage have been modified as to a monetary term or other material term thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being modified is a recordable document; (vii) the original or a copy of the policy or certificate of lender's title insurance issued in connection with such Mortgage Loan (or, if such policy has not been issued, a "marked-up" pro forma title policy marked as binding and countersigned by the title insurer or its authorized agent, or an irrevocable, binding commitment to issue such title insurance policy); (viii) filed copies (with evidence of filing) of any prior effective UCC Financing Statements in favor of the originator of such Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the applicable Mortgage Loan Seller had possession of such UCC Financing Statements prior to the Closing Date) and an original UCC-2 or UCC-3 assignment thereof, as appropriate, in form suitable for filing, in favor of "LaSalle Bank National Association, in its capacity as trustee for the registered holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3"; (ix) an original or copy of the related Ground Lease relating to such Mortgage Loan, if any; (x) an original or copy of the related loan agreement, if any; (xi) an original of the related guaranty of payment under, or an original of the letter of credit (which original shall be delivered by the Trustee to the Master Servicer with a copy retained) in connection with, such Mortgage Loan, if any; (xii) an original or copy of the lock-box agreement or cash management agreement relating to such Mortgage Loan, if any; (xiii) an original or copy of the environmental indemnity from the related Mortgagor, if any; (xiv) an original or copy of the related security agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof; (xv) an original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item is not included in the assignment described in clause (v)), in favor of "LaSalle Bank National Association, in its capacity as trustee for the registered holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3"; (xvi) in the case of a Loan Group, a copy of the related Co-Lender Agreement; (xvii) in the case of any Loan as to which there exists a related mezzanine loan, the original or a copy of the related intercreditor agreement; (xviii) an original or copy of any related Environmental Insurance Policy; and (xix) with respect to hospitality properties, a signed copy of the franchise agreement (if any), franchisor comfort letter (if any) and transfer documents for such comfort letter; provided that whenever the term "Mortgage File" is used to refer to documents actually received by the Trustee or by a Custodian on its behalf, such term shall not be deemed to include such documents required to be included therein unless they are actually so received, and with respect to any receipt or certification by the Trustee or a Custodian on its behalf for documents described in clauses (a)(vi) and (a)(ix) through (a)(xviii) of this definition, shall be deemed to include such documents only to the extent the Trustee or a Custodian on its behalf has actual knowledge of their existence; provided, further, with respect to the Non-Serviced Trust Loans, the preceding delivery requirements with respect to clause (a)(i) of this definition will be satisfied by delivery of the original Mortgage Note (and all intervening endorsements) and with respect to clauses (a)(ii) through (a)(xix) of this definition by delivery by the applicable Mortgage Loan Seller of copies of the "mortgage file" delivered under the applicable Lead PSA. With respect to the Grand Canal Shoppes at the Venetian Trust Loan, the Mall St. Matthews Mortgage Loan and the North Star Mall Mortgage Loan, the delivery of the Mortgage File by either Commerzbank or GSMC shall satisfy the delivery requirements for both Commerzbank and GSMC. "Mortgage Loan" shall mean each of the mortgage loans listed on the Mortgage Loan Schedule and from time to time held in the Trust Fund. As used herein, the term "Mortgage Loan" includes the related Mortgage Note(s), Mortgage and other security documents contained in the related Mortgage File or otherwise held on behalf of the Trust. The term "Mortgage Loan" includes the "Loan Group Trust Mortgage Loan" portion of each Loan Group, but does not include any Companion Loans. "Mortgage Loan Purchase Agreement" shall mean the Mortgage Loan Purchase Agreement dated as of February 10, 2005 and entered into by and between the Depositor and the applicable Mortgage Loan Seller. "Mortgage Loan Schedule" shall mean the list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund, attached hereto as Schedule I (and also delivered to the Trustee and the Master Servicer in a computer readable format). Such list shall set forth the following information with respect to each Mortgage Loan: (i) the Mortgage Loan number; (ii) the street address (including city, state and zip code) and name of the related Mortgaged Property; (iii) the Cut-off Date Balance; (iv) the amount of the Monthly Payment due on the first Due Date following the Closing Date; (v) the original Mortgage Rate; (vi) the (A) remaining term to stated maturity and (B) Stated Maturity Date; (vii) in the case of a Balloon Mortgage Loan, the remaining amortization term; (viii) the Interest Accrual Basis; (ix) the (A) Administrative Cost Rate, and (B) Master Servicing Fee Rate (separately identifying any primary servicing fee rate or subservicing fee rate included in the Master Servicing Fee Rate, and in the case of each Loan Group, separately identifying the Master Servicing Fee Rate applicable to each Loan in such Loan Group); (x) whether the Mortgage Loan is secured by a Ground Lease; (xi) the Mortgage Loan Seller(s); (xii) the originator (or in the case of the Mall St. Matthews Mortgage Loan and the North Star Mall Mortgage Loan, the originators); (xiii) whether the related Mortgage Loan is a Defeasance Loan; (xiv) whether the Mortgage Loan is a Cross-Collateralized Mortgage Loan and the Cross-Collateralized Group to which it belongs; (xv) whether there is a letter of credit in place for the related Mortgage Loan; and (xvi) whether such Mortgage Loan is part of a Serviced Loan Group, in which case the information required by clauses (iii), (iv), (v), (vi), (vii), (viii) and (ix)(B) shall also be set forth for the Companion Loan in such Loan Group. "Mortgage Loan Sellers" shall mean each of Greenwich Capital Financial Products, Inc., GSMC and Commerzbank. "Mortgage Note" shall mean the original executed note or notes evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement of such note or notes. "Mortgage Pool" shall mean all of the Mortgage Loans and any successor REO Mortgage Loan. The Mortgage Pool does not include any Companion Loan or any related REO Loan. "Mortgage Pool Data Update Report" shall mean, with respect to any Distribution Date, a report (which may be included as part of the Distribution Date Statement), prepared by the Trustee, containing information regarding the Loans as of the end of the related Collection Period, which report shall contain substantially the categories of information regarding the Loans set forth on Annex A to the Prospectus Supplement (calculated, where applicable, on the basis of the most recent relevant information provided by the Mortgagors to the Master Servicer or the Special Servicer, as the case may be, and by the Master Servicer or the Special Servicer, as the case may be, to the Trustee), and which information shall be presented in tabular format substantially similar to the format utilized on such annex and shall also include a loan-by-loan listing (in descending balance order) showing loan number, property type, location, unpaid principal balance, Mortgage Rate, paid-through date, maturity date, gross interest portion of the Monthly Payment, principal portion of the Monthly Payment, and any Prepayment Premium or Yield Maintenance Charge received. "Mortgage Rate" shall mean, with respect to each Loan (and any successor REO Loan with respect thereto), the related annualized rate at which interest is scheduled (in the absence of a default) to accrue on such Loan from time to time in accordance with the related Mortgage Note and applicable law, as such rate may be modified in accordance with Section 3.21 or in connection with a bankruptcy, insolvency or similar proceeding involving the related Mortgagor. Notwithstanding the foregoing, if any Mortgage Loan does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates, the Mortgage Rate of such Mortgage Loan for any one-month period preceding a related Due Date shall be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued (exclusive of Default Interest) in respect of such Mortgage Loan during such one-month period at the related Mortgage Rate; provided, however, that with respect to any Interest Reserve Mortgage Loan, the Mortgage Rate for (A) the one month period preceding the Due Dates that occur in January and February in any year that is not a leap year or the one month period preceding the Due Date that occurs in February in any year that is a leap year will be determined exclusive of the Interest Reserve Amount withheld from that month, and (B) the one month period preceding the Due Date in March will be determined inclusive of the amounts withheld from the immediately preceding February and, if applicable, January (including the Initial Interest Reserve Account Deposit). "Mortgaged Property" shall mean the real property (together with all improvements and fixtures thereon) subject to the lien of a Mortgage. "Mortgagor" shall mean, individually and collectively, as the context may require, the obligor or obligors under a Loan, including any Person that has not signed the related Mortgage Note but owns an interest in the related Mortgaged Property, which interest has been encumbered to secure such Loan. "Mortgagor Affiliate Holder" shall mean any Companion Loan Noteholder or Certificateholder that is a Mortgagor or an Affiliate of the Mortgagor (including any Companion Loan Noteholder, its Affiliate, a Certificateholder or its Affiliate, in each case, that was a lender of the Mortgagor and has foreclosed on the equity interests in the Mortgagor or any Companion Loan Noteholder or Certificateholder that acquires, directly or through an Affiliate, a direct equity interest in the Mortgaged Property). "Net Aggregate Prepayment Interest Shortfall" shall mean, with respect to any Distribution Date and any Serviced Loan, the amount, if any, by which (a) the aggregate of all Prepayment Interest Shortfalls incurred in connection with the receipt of Principal Prepayments and/or, insofar as they result from the application of Insurance Proceeds and/or Condemnation Proceeds, other early recoveries of principal Received on such Mortgage Loans (including Specially Serviced Loans) during the related Collection Period, exceeds (b) the aggregate amount deposited by the Master Servicer in the Distribution Account for such Distribution Date pursuant to Section 3.20(a) in connection with such Prepayment Interest Shortfalls. "Net Default Charges" shall have the meaning assigned thereto in Section 3.27(a). "Net Investment Earnings" shall mean, with respect to any Investment Account for any Collection Period, the amount, if any, by which the aggregate of all interest and other income realized during such Collection Period on funds held in such Investment Account (exclusive, in the case of a Servicing Account, a Reserve Account or the Defeasance Deposit Account, of any portion of such interest or other income payable to a Mortgagor in accordance with the related Loan documents and applicable law), exceeds the aggregate of all losses, if any, incurred during such Collection Period in connection with the investment of such funds in accordance with Section 3.06 (exclusive, in the case of a Servicing Account, a Reserve Account or the Defeasance Deposit Account, of any portion of such losses that were incurred in connection with investments made for the benefit of a Mortgagor). "Net Investment Loss" shall mean, with respect to any Investment Account for any Collection Period, the amount by which the aggregate of all losses, if any, incurred during such Collection Period in connection with the investment of funds held in such Investment Account in accordance with Section 3.06 (exclusive, in the case of a Servicing Account, a Reserve Account or the Defeasance Deposit Account, of any portion of such losses that were incurred in connection with investments made for the benefit of a Mortgagor), exceeds the aggregate of all interest and other income realized during such Collection Period on such funds (exclusive, in the case of a Servicing Account, a Reserve Account or the Defeasance Deposit Account, of any portion of such interest or other income payable to a Mortgagor in accordance with the related Loan documents and applicable law). "Net Liquidation Proceeds" shall mean the excess, if any, of all Liquidation Proceeds received with respect to any Specially Serviced Loan or REO Property, over the amount of all Liquidation Expenses incurred with respect thereto. "Net Mortgage Rate" shall mean with respect to any Mortgage Loan or REO Loan, as of any date of determination, a rate per annum equal to the related Mortgage Rate then in effect, minus the Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of such Mortgage Loan, whether agreed to by the Master Servicer or Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor. "Net Prepayment Consideration" shall mean the Prepayment Consideration Received with respect to any Mortgage Loan or REO Mortgage Loan, net of any Workout Fee or Liquidation Fee payable therefrom. "New Lease" shall mean any lease of REO Property entered into at the direction of the Special Servicer, including any lease renewed, modified or extended on behalf of the Trustee and, in the case of any Serviced Loan Group, the related Companion Loan Noteholder, if the Trust has the right to renegotiate the terms of such lease. "Nonrecoverable Advance" shall mean any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. Workout-Delayed Reimbursement Amounts shall constitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified in the definition of Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, as applicable, and taking into account factors such as all other outstanding Advances, has determined that such Workout-Delayed Reimbursement Amount constitutes either a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance. Any determination as to whether an Advance is or, if made, would be a Nonrecoverable Advance, if made by the Master Servicer or the Special Servicer shall be made in accordance with the Servicing Standard and if made by the Trustee or the Fiscal Agent shall be made in such party's reasonable, good faith judgment. "Nonrecoverable P&I Advance" shall mean with respect to any Mortgage Loan, any P&I Advance previously made or proposed to be made in respect of such Loan or a related REO Loan by the Master Servicer, the Trustee or the Fiscal Agent, which P&I Advance such party or the Special Servicer has determined will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan, Loan Group or REO Loan, as the case may be. Any determination as to whether a P&I Advance is or, if made, would be a Nonrecoverable P&I Advance, if made by the Master Servicer or the Special Servicer shall be made in accordance with the Servicing Standard and if made by the Trustee or the Fiscal Agent shall be made in such party's reasonable, good faith judgment. "Nonrecoverable Servicing Advance" shall mean any Servicing Advance previously made or proposed to be made in respect of a Loan or REO Property by the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, or in the case of the Grand Canal Shoppes at the Venetian Trust Loan, made by the 2004-GG2 Master Servicer, the 2004-GG2 Special Servicer, the 2004-GG2 Trustee or the 2004-GG2 Fiscal Agent, or in the case of the 1370 Avenue of the Americas Trust Loan during a 1370 Avenue of the Americas Non-Lead Servicing Period, made by the 1370 Avenue of the Americas Master Servicer, the 1370 Avenue of the Americas Special Servicer, the 1370 Avenue of the Americas Trustee or the 1370 Avenue of the Americas Fiscal Agent, which Servicing Advance such party or the Special Servicer has determined will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery on or in respect of such Loan or REO Property, as the case may be. Any Servicing Advance that is not (i) required to be repaid by the related Mortgagor under the terms of the related Mortgage Loan documents or (ii) cannot be collected from the Mortgagor under applicable law shall be deemed to be a Nonrecoverable Advance for purposes of the Master Servicer's, the Special Servicer's, the Trustee's or the Fiscal Agent's entitlement to reimbursement for such Advance. Any determination as to whether a Servicing Advance is or, if made, would be a Nonrecoverable Servicing Advance, if made by the Master Servicer or the Special Servicer shall be made in accordance with the Servicing Standard and if made by the Trustee or the Fiscal Agent shall be made in such party's reasonable, good faith judgment. "Non-Registered Certificate" shall mean any Certificate that has not been the subject of registration under the Securities Act. As of the Closing Date, the Class XP, Class XC, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class R-I and Class R-II Certificates are Non-Registered Certificates. "Non-Serviced Companion Loan" shall mean each of (i) the Grand Canal Shoppes at the Venetian Pari Passu Companion Loans and, (ii) during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Pari Passu Companion Loans. "Non-Serviced Loan Group" shall mean, individually or collectively, as applicable, (i) the Grand Canal Shoppes at the Venetian Loan Group and, (ii) during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Loan Group. "Non-Serviced Trust Loan" shall mean each of (i) the Grand Canal Shoppes at the Venetian Trust Loan and, (ii) during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Trust Loan. "Non-United States Tax Person" shall mean any Person other than a United States Tax Person. "North Star Mall Mortgage Loan" shall mean that certain Mortgage Loan (evidenced by two Mortgage Notes, which are assets of the Trust Fund) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as North Star Mall. "Notional Amount" means, as of any date of determination: (i) with respect to all of the Class XP or Class XC Certificates as a Class, Class XP Notional Amount or Class XC Notional Amount, as applicable, as of such date of determination; and (ii) with respect to any Class XP or Class XC Certificate, the product of the Percentage Interest evidenced by such Certificate and the Class XP Notional Amount or Class XC Notional Amount, as applicable, as of such date of determination. "Officer's Certificate" shall mean a certificate signed by a Servicing Officer of the Master Servicer or the Special Servicer, as the case may be or by a Responsible Officer of the Trustee or the Fiscal Agent, as the case may be, and shall mean with respect to any other Person, a certificate signed by any of the Chairman of the Board, the Vice Chairman of the Board, the President, any Vice President or Managing Director, an Assistant Vice President or any other authorized officer (however denominated) or another officer customarily performing functions similar to those performed by any of the above designated officers or, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Opinion of Counsel" shall mean a written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer or the Special Servicer, acceptable in form and delivered to the Trustee or any other specified Person, as the case may be, except that any opinion of counsel relating to (a) the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) whether any act or event would cause an Adverse REMIC Event, or (e) the resignation of the Master Servicer or the Special Servicer pursuant to this Agreement, must be a written opinion of Independent counsel acceptable to and delivered to the Trustee or any other specified Person, as the case may be. "Original Lower-Tier Principal Amount" shall mean the amount set forth under the column bearing such title in the table in the Preliminary Statement hereto. "Original Class Principal Balance" shall mean, with respect to any Class of Principal Balance Certificates, the initial Class Principal Balance thereof as of the Closing Date, in each case as specified in the Preliminary Statement. "OTS" shall mean the Office of Thrift Supervision or any successor thereto. "Ownership Interest" shall mean, as to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee. "P&I Advance" shall mean, as to any Mortgage Loan or a related REO Loan, any advance made by the Master Servicer, the Trustee or the Fiscal Agent pursuant to Section 4.03 or Section 4.03A, as applicable. "Pari Passu Companion Loan" shall have the meaning assigned thereto in the Preliminary Statement. "Pass-Through Rate" shall mean: (a) with respect to the Class A-1 Certificates for any Interest Accrual Period, 3.91900% per annum; (b) with respect to the Class A-2 Certificates for any Interest Accrual Period, 4.30500% per annum; (c) with respect to the Class A-3 Certificates for any Interest Accrual Period, 4.56900% per annum; (d) with respect to the Class A-AB Certificates for any Interest Accrual Period, 4.61900%, per annum; (e) with respect to the Class A-4 Certificates for any Interest Accrual Period, an annual rate equal to the lesser of (i) 4.79900% per annum and (ii) the Weighted Average Net Mortgage Rate for such Interest Accrual Period; (f) with respect to the Class A-1-A Certificates for any Interest Accrual Period, 4.50900% per annum; (g) with respect to the Class A-J Certificates for any Interest Accrual Period, an annual rate equal to the lesser of (i) 4.85900% per annum and (ii) the Weighted Average Net Mortgage Rate for such Interest Accrual Period; (h) with respect to the Class B Certificates for any Interest Accrual Period, an annual rate equal to the lesser of (i) 4.89400% per annum and (ii) the Weighted Average Net Mortgage Rate for such Interest Accrual Period; (i) with respect to the Class C Certificates for any Interest Accrual Period, an annual rate equal to the lesser of (i) 4.91300% per annum and (ii) the Weighted Average Net Mortgage Rate for such Interest Accrual Period; (j) with respect to the Class D Certificates for any Interest Accrual Period, an annual rate equal to the lesser of (i) 4.98600% per annum and (ii) the Weighted Average Net Mortgage Rate for such Interest Accrual Period; (k) with respect to the Class E Certificates for any Interest Accrual Period, an annual rate equal to the lesser of (i) and 5.08700% per annum and (ii) the Weighted Average Net Mortgage Rate for such Interest Accrual Period; (l) with respect to the Class F Certificates for any Interest Accrual Period, an annual rate equal to the lesser of (i) 5.28700% per annum and (ii) the Weighted Average Net Mortgage Rate for such Interest Accrual Period; (m) with respect to the Class G Certificates for any Interest Accrual Period, an annual rate equal to the lesser of (i) 5.43700% per annum and (ii) the Weighted Average Net Mortgage Rate for such Interest Accrual Period; (n) with respect to the Class H Certificates for any Interest Accrual Period, an annual rate equal to the Weighted Average Net Mortgage Rate for such Interest Accrual Period; (o) with respect to each of the Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates for any Interest Accrual Period, an annual rate equal to the lesser of (i) 4.68500% per annum and (ii) the Weighted Average Net Mortgage Rate for such Interest Accrual Period; (p) with respect to the Class XC Certificates for any Interest Accrual Period, an annual rate equal to the weighted average of the Class XC Strip Rates for the Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date); and (q) with respect to the Class XP Certificates for any Interest Accrual Period, an annual rate equal to the weighted average of the Class XP Strip Rates for the respective Class XP Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date). "Percentage Interest" shall mean: (a) with respect to any Regular Interest Certificate, the portion of the relevant Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the Certificate Principal Balance or Notional Amount, as the case may be, of such Certificate as of the Closing Date, as specified on the face thereof, and the denominator of which is the Original Class Principal Balance or initial Notional Amount, as the case may be, of the relevant Class; and (b) with respect to Residual Interest Certificate, the percentage interest in distributions to be made with respect to the relevant Class, as stated on the face of such Certificate. "Performance Certification" shall have the meaning assigned to such term in Section 8.15(d). "Performing Party" shall have the meaning assigned to such term in Section 8.15(d). "Performing Serviced Loan" shall mean any Serviced Loan as to which a Servicing Transfer Event has never occurred and any Corrected Loan. "Permitted Encumbrances" shall have the meaning assigned thereto in Section 2.04(b)(viii). "Permitted Investments" shall mean any one or more of the following obligations or securities (including obligations or securities of the Trustee if otherwise qualifying hereunder): (i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof (having original maturities of not more than 365 days), provided that such obligations are backed by the full faith and credit of the United States. Such obligations must be limited to those instruments that have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change. Interest may either be fixed or variable. If such interest is variable, interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index; (ii) repurchase obligations with respect to any security described in clause (i) of this definition (having original maturities of not more than 365 days), provided that the short-term deposit or debt obligations of the party agreeing to repurchase such obligations are rated in the highest rating category of each of S&P and Moody's (or, in the case of any Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Certificates or Companion Loan Securities, as evidenced in writing by such Rating Agency). In addition, any such item by its terms must have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change. Interest may either be fixed or variable. If such interest is variable, interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index; (iii) certificates of deposit, time deposits, demand deposits and bankers' acceptances of any bank or trust company organized under the laws of the United States or any state thereof (having original maturities of not more than 365 days), the short term obligations of which are rated in the highest rating category of each of S&P and Moody's (or, in the case of any Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Certificates or Companion Loan Securities, as evidenced in writing by such Rating Agency). In addition, any such item by its terms must have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change. Interest may either be fixed or variable. If such interest is variable, interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index; (iv) commercial paper (having original maturities of not more than 90 days) of any corporation incorporated under the laws of the United States or any state thereof (or if not so incorporated, the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction) which is rated in the highest rating category of each of S&P and Moody's (or, in the case of any Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Certificates or Companion Loan Securities, as evidenced in writing by such Rating Agency). In addition, such commercial paper by its terms must have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change. Interest may either be fixed or variable. If such interest is variable, interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index; (v) units of money market funds rated in the highest applicable rating category of each of S&P and Moody's (or, in the case of any Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Certificates or Companion Loan Securities, as evidenced in writing by such Rating Agency) and which seeks to maintain a constant net asset value; and (vi) any other obligation or security that (A) is acceptable to each Rating Agency, evidence of which acceptability shall be provided in writing by each Rating Agency to the Master Servicer, the Special Servicer and the Trustee, and (B) constitutes a "cash flow investment" (within the meaning of the REMIC Provisions), as evidenced by an Opinion of Counsel obtained at the expense of the Person that wishes to include such obligation or security as a Permitted Investment; provided that (1) no investment described hereunder shall evidence either the right to receive (x) only interest with respect to such investment or (y) a yield to maturity greater than 120% of the yield to maturity at par of the underlying obligations; (2) no investment described hereunder may be purchased at a price greater than par if such investment may be prepaid or called at a price less than its purchase price prior to stated maturity; and (3) no investment described hereunder may have a "r" highlighter or other comparable qualifier attached to its rating. "Permitted Transferee" shall mean any Transferee of a Residual Interest Certificate other than (a) a Disqualified Organization, (b) any Person as to whom, as determined by the Trustee (based upon an Opinion of Counsel, obtained at the request of the Trustee at the expense of such Person or the Person seeking to Transfer a Residual Interest Certificate, supporting such determination), the Transfer of a Residual Interest Certificate may cause either REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is outstanding, (c) a Disqualified Non-United States Tax Person, (d) a Disqualified Partnership, or (e) a United States Tax Person with respect to whom interest is attributable to a foreign permanent establishment or fixed base (within the meaning of any applicable income tax treaty between the United States and any foreign jurisdiction) of such Person or any other United States Tax Person. "Person" shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Plan" shall have the meaning assigned thereto in Section 5.02(c). "Plurality Residual Interest Certificateholder" shall mean, as to any taxable year of each REMIC Pool, the Holder of Certificates entitled to the largest percentage of the Voting Rights allocated to the related Class of Residual Interest Certificates. "Pool Custodial Account" shall mean the segregated account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the Trustee in trust for the Certificateholders, which shall be entitled "GMAC Commercial Mortgage Corporation, as Master Servicer, on behalf of LaSalle Bank National Association, as Trustee, in trust for the registered holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3." "Pool REO Account" shall mean the segregated account or accounts created and maintained by the Special Servicer pursuant to Section 3.17 on behalf of the Trustee in trust for the Certificateholders, which shall be entitled "GMAC Commercial Mortgage Corporation, as Special Servicer, on behalf of LaSalle Bank National Association, as Trustee, in trust for the registered holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3." "Prepayment Assumption" shall mean, for purposes of determining the accrual of original issue discount, market discount and premium, if any, on the Certificates for federal income tax purposes, the assumption that no Mortgage Loan is prepaid prior to stated maturity. "Prepayment Consideration" shall mean any Prepayment Premium or Yield Maintenance Charge. "Prepayment Consideration Entitlement" shall mean, with respect to (i) any Distribution Date on which any Net Prepayment Consideration Received on any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is distributable and (ii) each of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates entitled to distributions of principal on such Distribution Date, an amount equal to the product of (a) such Net Prepayment Consideration, multiplied by (b) a fraction (not greater than 1.0 or less than 0.0), the numerator of which is equal to the excess, if any, of the Pass-Through Rate for such Class of Principal Balance Certificates over the relevant Discount Rate, and the denominator of which is equal to the excess, if any, of the Mortgage Rate for such Mortgage Loan (or REO Mortgage Loan) over the relevant Discount Rate, and further multiplied by (c) a fraction, the numerator of which is equal to the amount of principal from the Sub-Pool of which the Mortgage Loan is a part to be distributed on such Class of Principal Balance Certificates on such Distribution Date pursuant to Section 4.01(a) or 9.01, as applicable, and the denominator of which is equal to the portion of the Principal Distribution Amount attributable to the Sub-Pool for which the Mortgage Loan is a part for such Distribution Date. "Prepayment Interest Excess" shall mean with respect to any Serviced Loan and the Non-Serviced Trust Loans that were subject to a Principal Prepayment in full or in part made (or, if resulting from the application of Insurance Proceeds or Condemnation Proceeds, any other early recovery of principal received) after its Due Date in any Collection Period, any payment of interest (net of related Master Servicing Fees) actually collected from the related Mortgagor or otherwise and intended to cover interest accrued on such Principal Prepayment during the period from and after such Due Date (exclusive, however, of any related Prepayment Premium or Yield Maintenance Charge that may have been collected). "Prepayment Interest Shortfall" shall mean with respect to any Serviced Loan and the Non-Serviced Trust Loans that were subject to a Principal Prepayment in full or in part made (or, if resulting from the application of Insurance Proceeds or Condemnation Proceeds, any other early recovery of principal received) prior to its Due Date in any Collection Period, the amount of interest, to the extent not collected from the related Mortgagor or otherwise (without regard to any Prepayment Premium or Yield Maintenance Charge that may have been collected), that would have accrued at a rate per annum equal to the related Mortgage Rate (net of the rate at which the related Master Servicing Fees that are payable on such Loan accrue) on the amount of such Principal Prepayment during the period from the date to which interest was paid by the related Mortgagor to, but not including, such Due Date. "Prepayment Premium" shall mean any premium, penalty or fee (other than a Yield Maintenance Charge) paid or payable, as the context requires, as a result of a Principal Prepayment on, or other early collection of principal of, a Loan. "Primary Servicer" shall mean Midland Loan Services, Inc., in its capacity as primary servicer with respect to those Mortgage Loans set forth on Schedule VII herein. "Primary Servicing Agreement" shall mean the written contract between the Master Servicer and the Primary Servicer relating to the 1370 Avenue of the Americas Loan Group and the Mortgage Loans set forth on Schedule VII herein. "Primary Servicing Office" shall mean the offices of the Master Servicer or the Special Servicer, as the context may require, that are primarily responsible for such party's servicing obligations hereunder. As of the Closing Date, the Primary Servicing Office of the Master Servicer is located at 200 Witmer Road, Horsham, Pennsylvania 19044, and the Primary Servicing Office of the Special Servicer is located at 550 California Street, San Francisco, California. "Prime Rate" shall mean the "prime rate" published in the "Money Rates" section of The Wall Street Journal, as such "prime rate" may change from time to time. If The Wall Street Journal ceases to publish the "prime rate," then the Trustee shall select an equivalent publication that publishes such "prime rate"; and if such "prime rate" is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then the Trustee shall select a comparable interest rate index. In either case, such selection shall be made by the Trustee in its sole discretion and the Trustee shall notify the Fiscal Agent, the Master Servicer, the Special Servicer and the Companion Loan Noteholders in writing of its selection. "Principal Balance Certificate" shall mean any Regular Interest Certificate (other than the Class X Certificates). "Principal Distribution Amount" shall mean, with respect to any Distribution Date, an amount equal to the aggregate (without duplication) of the following: (a) the aggregate of all payments of principal (other than Principal Prepayments) Received with respect to the Serviced Loans during the related Collection Period, in each case exclusive of any portion of the particular payment that represents a Late Collection of principal for which a P&I Advance was previously made under this Agreement for a prior Distribution Date or that represents the principal portion of a Monthly Payment due on or before the Cut-off Date or on a Due Date subsequent to the related Collection Period; (b) the aggregate of the principal portions of all Monthly Payments due in respect of the Serviced Loans for their respective Due Dates occurring during the related Collection Period, that were Received prior to the related Collection Period; (c) the aggregate of all Principal Prepayments Received on the Serviced Loans during the related Collection Period; (d) the aggregate of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds Received with respect to any Serviced Loans during the related Collection Period (including any amount related to the Loss of Value Payments to the extent that such amount was transferred into the Pool Custodial Account pursuant to Section 3.05B during the related Collection Period) that were identified and applied by the Master Servicer as recoveries of principal of such Mortgage Loans, in each case exclusive of any portion of such proceeds that represents a Late Collection of principal due on or before the Cut-off Date or for which a P&I Advance was previously made under this Agreement for a prior Distribution Date; (e) the aggregate of all Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Revenues Received with respect to any REO Properties during the related Collection Period (including any amount related to the Loss of Value Payments to the extent that such amount was transferred into the Pool Custodial Account pursuant to Section 3.05B during the related Collection Period) that were identified and applied by the Master Servicer as recoveries of principal of the related REO Mortgage Loans, in each case exclusive of any portion of such proceeds and/or revenues that represents a Late Collection of principal due on or before the Cut-off Date or for which a P&I Advance was previously made under this Agreement for a prior Distribution Date; (f) the aggregate of the principal portions of all P&I Advances made under this Agreement with respect to the Mortgage Loans and any REO Mortgage Loans for such Distribution Date; and (g) all amounts received by the Master Servicer on or prior to 12:00 noon (New York City time) on the Master Servicer Remittance Date from the applicable Lead Master Servicer in respect of principal for the Non-Serviced Trust Loans (which shall include the principal portion of any P&I Advance made by the applicable Lead Master Servicer); provided that none of the amounts set forth in clauses (a) to (g) above shall represent amounts received, due or advanced on or in respect of any Companion Loan or any successor REO Loan thereto; provided, further, that the Principal Distribution Amount for any Sub-Pool and Distribution Date shall be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are deemed paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Sub-Pool for such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Sub-Pool for such Distribution Date (provided, that, in the case of clause (i) and (ii) above, if any of the amounts that were deemed reimbursed or actually reimbursed from principal collections on the Mortgage Loans of a certain Sub-Pool are subsequently recovered on the related Mortgage Loan, such recovery will increase the Principal Distribution Amount for such Sub-Pool for the Distribution Date related to the period in which such recovery occurs). "Principal Prepayment" shall mean any voluntary payment of principal made by the Mortgagor on a Loan that is Received in advance of its scheduled Due Date and that is not accompanied by an amount of interest (without regard to any Prepayment Premium or Yield Maintenance Charge that may have been collected) representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment. "Prohibited Transaction Exemption" shall mean Prohibited Transaction Exemption 90-59 granted to Greenwich Capital Markets by the United States Department of Labor, as such Prohibited Transaction Exemption may be amended from time to time. "Proposed Plan" shall have the meaning assigned thereto in Section 3.18(a)(iii). "Prospectus" shall mean the prospectus dated January 12, 2005, as supplemented by the Prospectus Supplement, relating to the Registered Certificates. "Prospectus Supplement" shall mean the prospectus supplement dated January 26, 2005, relating to the Registered Certificates. "Purchase Option Holders" shall have the meaning assigned thereto in Section 3.19(b). "Purchase Price" shall mean, with respect to any Mortgage Loan (or REO Property), a cash price equal to the aggregate of: (a) the outstanding principal balance of such Mortgage Loan (or the successor REO Loan) as of the date of purchase, (b) all accrued and unpaid interest on such Mortgage Loan (or the successor REO Loan) to, but not including, the Due Date in the Collection Period of purchase (exclusive, however, of any portion of such accrued but unpaid interest that represents Default Interest), (c) all related unreimbursed Servicing Advances (including Advances that were reimbursed out of general collections of the Mortgage Pool and not reimbursed by, or on behalf of, the related Mortgagor), if any (including any Servicing Advances that were reimbursed out of general collections of the Mortgage Pool and not reimbursed by, or on behalf of the related Mortgagor), (d) all accrued and unpaid interest, if any, in respect of related Advances in accordance with, as applicable, Section 3.12(b), Section 4.03(d) and/or Section 4.03A(d), and (e) in the case of a repurchase by the applicable Mortgage Loan Seller pursuant to Section 2.03(a) and the applicable Mortgage Loan Purchase Agreement, (i) to the extent not otherwise included in the amount described in clause (d) of this definition, any unpaid Special Servicing Fees, Workout Fees and other Additional Trust Fund Expenses with respect to such Mortgage Loan (or REO Property), including any Liquidation Fee payable because the subject repurchase occurred outside the applicable cure period set forth in Section 2.03 with respect to the Material Document Defect or Material Breach that gave rise to the repurchase, and (ii) to the extent not otherwise included in the amount described in clause (c) of this definition, any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee (on behalf of the Trust) in enforcing the obligation of such Person to purchase such Mortgage Loan. With respect to the North Star Mall Mortgage Loan, the Mall St. Matthews Mortgage Loan and the Grand Canal Shoppes at the Venetian Trust Loan, the Purchase Price for each of Commerzbank and GSMC will be its respective percentage interest as of the Closing Date of the total Purchase Price for such Mortgage Loan. The percentage interests with respect to each of the North Star Mall Mortgage Loan and the Mall St. Matthews Mortgage Loan for each of Commerzbank and GSMC shall be 50%, and with respect to the Grand Canal Shoppes at the Venetian Trust Loan, for each of Commerzbank and GSMC shall be 23.42% and 76.58%, respectively. "Qualified Bidder" shall have the meaning assigned thereto in Section 7.01(c). "Qualified Institutional Buyer" or "QIB" shall mean a "qualified institutional buyer" as defined in Rule 144A under the Securities Act. "Qualified Insurer" shall mean an insurance company or security or bonding company qualified to write the related Insurance Policy in the relevant jurisdiction. "Rated Final Distribution Date" shall mean, for the purposes of this Agreement, the Distribution Date in August 2042. "Rating Agency" shall mean each of S&P and Moody's. Notwithstanding the foregoing, when used with respect to any Companion Loan Securities Rating Agency means any of the foregoing rating agencies that rated such Companion Loan Securities. "Realized Loss" shall mean: (1) with respect to each Loan as to which a Final Recovery Determination has been made, or with respect to any successor REO Loan as to which a Final Recovery Determination has been made as to the related REO Property, an amount (not less than zero) equal to the excess, if any, of (a) the sum of (i) the unpaid principal balance of such Loan or REO Loan, as the case may be, as of the commencement of the Collection Period in which the Final Recovery Determination was made, plus (ii) without taking into account the amount described in subclause (1)(b) of this definition, all accrued but unpaid interest on such Loan or such REO Loan, as the case may be, to but not including the Due Date in the Collection Period in which the Final Recovery Determination was made (exclusive, however, of any portion of such accrued but unpaid interest that represents Default Interest), over (b) all payments and proceeds, if any, Received in respect of such Loan or, to the extent allocable to such REO Loan, the related REO Property, as the case may be, during the Collection Period in which such Final Recovery Determination was made, insofar as such payments and proceeds are allocable to interest (other than Default Interest) on or principal of such Loan or REO Loan; (2) with respect to each Loan as to which any portion of the principal or previously accrued interest payable thereunder was canceled in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, extension, waiver or amendment of such Loan granted or agreed to by the Special Servicer pursuant to Section 3.21, the amount of such principal and/or interest (other than Default Interest) so canceled; and (3) with respect to each Loan as to which the Mortgage Rate thereon has been permanently reduced and not recaptured for any period in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, extension, waiver or amendment of such Loan granted or agreed to by the Special Servicer pursuant to Section 3.21, the amount of the consequent reduction in the interest portion of each successive Monthly Payment due thereon (each such Realized Loss shall be deemed to have been incurred on the Due Date for each affected Monthly Payment); provided, however, that any Loan Group shall be deemed to be a single Loan for purposes of this definition. "Received" shall mean in the case of any Loan or REO Property, received by the Master Servicer or any of its Sub-Servicers, the Special Servicer or any of its Sub-Servicers or the Trustee, as the case may be, in any event on behalf of the Trust. "Record Date" shall mean: with respect to the initial Distribution Date, the Closing Date; and, with respect to any other Distribution Date, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. "Recording/Filing Agent" shall have the meaning assigned thereto in Section 2.01(c). "Recovered Amount" shall have the meaning assigned thereto in Section 1.03(c). "Reference Rate" shall mean, with respect to any Interest Accrual Period, the rate per annum set forth on the Reference Rate Schedule. "Registered Certificate" shall mean any Certificate that has been the subject of registration under the Securities Act. As of the Closing Date, the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E Certificates are Registered Certificates. "Regular Interest Certificate" shall mean any Certificate other than a Class R-I Certificate or Class R-II Certificate. "Regulation S" shall mean Regulation S under the Securities Act. "Regulation S Global Certificates" shall mean, with respect to any Class of Book-Entry Non-Registered Certificates offered and sold outside of the United States in reliance on Regulation S, one or more global Certificates, collectively, in definitive, fully registered form without interest coupons, each of which Certificates bears a Regulation S Legend. "Regulation S Legend" shall mean, with respect to any Class of Book-Entry Non-Registered Certificates offered and sold outside the United States in reliance on Regulation S, a legend generally to the effect that such Certificates may not be offered, sold, pledged or otherwise transferred in the United States or to a United States Securities Person prior to the date that is 40 days after the later of (a) the commencement of the offering to Persons other than distributors in reliance on Regulation S, and (b) the date of closing of the offering, except pursuant to an exemption from the registration requirements of the Securities Act. "Regulation S Restricted Certificate": Any Certificate that is not rated in one of the four highest generic ratings categories by a Rating Agency. "Reimbursement Rate" shall mean the rate per annum applicable to the accrual of interest, compounded annually, on Servicing Advances in accordance with Section 3.12(b) and on P&I Advances in accordance with, as applicable, Section 4.03(d) or Section 4.03A(d), which rate per annum is equal to the Prime Rate. "Release Date" shall have the meaning assigned thereto in Section 5.02(b). "REMIC" shall mean a "real estate mortgage investment conduit" as defined in Section 860D of the Code. "REMIC Pool" shall mean either of the Lower-Tier REMIC and/or the Upper-Tier REMIC, as applicable. "REMIC Provisions" shall mean the provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and proposed, temporary and final Treasury regulations and any published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time. "Rents from Real Property" shall mean, with respect to any REO Property, gross income of the character described in Section 856(d) of the Code. "REO Account" shall mean either of the Pool REO Account or the applicable Loan Group REO Account. "REO Acquisition" shall mean the acquisition of any REO Property pursuant to Section 3.09. "REO Disposition" shall mean the sale or other disposition of any REO Property pursuant to Section 3.19. "REO Extension" shall have the meaning assigned thereto in Section 3.17(a). "REO Loan" shall mean the mortgage loan (or, if any Loan Group is involved, any of the mortgage loans comprising such Loan Group) deemed for purposes hereof to be outstanding with respect to each REO Property or, with respect to a Non-Serviced Trust Loan, the Loan deemed outstanding when the related Mortgaged Property is acquired on behalf of the holders under the Lead PSA. Each REO Loan shall be deemed to provide for monthly payments of principal and/or interest equal to its Assumed Monthly Payment and otherwise to have the same terms and conditions as its predecessor Loan (such terms and conditions to be applied without regard to the default on such predecessor Loan and the acquisition of the related REO Property as part of the Trust Fund). "REO Mortgage Loan" shall mean any REO Loan that relates to a predecessor Mortgage Loan. "REO Property" shall mean a Mortgaged Property acquired on behalf and in the name of the Trustee for the benefit of the Certificateholders (or, in the case of the Loan Group Mortgaged Properties (other than the Non-Serviced Loan Groups, which are being serviced under the applicable Lead PSA), for the benefit of the Certificateholders and the Companion Loan Noteholders, as their interests may appear), through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent default of a Loan. "REO Revenues" shall mean all income, rents, profits and proceeds derived from the ownership, operation or leasing of any REO Property. "REO Tax" shall have the meaning assigned thereto in Section 3.18(a). "Repurchased Note" shall have the meaning assigned thereto in Section 3.29. "Repurchased Percentage Interest" shall have the meaning assigned thereto in Section 3.29. "Repurchasing Seller" shall have the meaning assigned thereto in Section 3.29. "Request for Release" shall mean a request signed by a Servicing Officer of, as applicable, the Master Servicer in the form of Exhibit D-1 attached hereto or the Special Servicer in the form of Exhibit D-2 attached hereto. "Required Appraisal" shall mean, with respect to each Required Appraisal Loan, an appraisal of the related Mortgaged Property from an Independent Appraiser selected by the party required or authorized to obtain such appraisal hereunder, which appraisal shall be prepared in accordance with 12 CFR ss. 225.62 and conducted in accordance with the standards of the Appraisal Institute or, in the case of a Required Appraisal Loan having a Stated Principal Balance of, or in the case of a Mortgaged Property that has an allocated loan amount of, less than $2,000,000, if no satisfactory (as determined by the Special Servicer pursuant to Section 3.09(a)) appraisal meeting the foregoing criteria was obtained or conducted within the prior 12 months, a "desktop" value estimate performed by the Special Servicer. "Required Appraisal Loan" shall mean any Serviced Loan or Serviced Loan Group: (i) that becomes a Modified Loan, (ii) that is 60 days or more delinquent in respect of any Monthly Payment, except for a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, a Serviced Loan shall be considered to be a Required Appraisal Loan if the related Mortgagor has failed to make when due any Balloon Payment; provided, however, if (x) the related Mortgagor is actively seeking a refinancing commitment, (y) the related Mortgagor continues to make payments in the amount of its Assumed Monthly Payment and (z) the Directing Holder consents, the Loan will not be considered a Required Appraisal Loan until 60 days beyond the related maturity date; and provided, further, if the related Mortgagor has delivered to the Master Servicer, on or before the 60th day after the related maturity date, a refinancing commitment reasonably acceptable to the Master Servicer, and the Mortgagor continues to make its payments in the amount of its Assumed Monthly Payments, the Loan will not be considered a Required Appraisal Loan until the earlier of (1) 120 days beyond the related maturity date and (2) the termination of the refinancing commitment; (iv) with respect to which the related Mortgaged Property has become an REO Property, (v) with respect to which a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (vi) with respect to which the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings, which, in the case of an involuntary bankruptcy, insolvency or similar proceeding, has not been dismissed within 60 days of the commencement thereof, or (vii) that remains outstanding five (5) years following any extension of its maturity date pursuant to Section 3.21. Any Required Appraisal Loan (other than a Mortgage Loan that became a Required Appraisal Loan pursuant to clause (vii) above) shall cease to be such at such time as it has become a Corrected Loan (except if such Required Appraisal Loan had not become a Specially Serviced Loan at the time the applicable event(s) described in any of clauses (i) through (vii) above ceased to exist), it has remained current for at least three (3) consecutive Monthly Payments, and no other event described in clauses (i) through (vii) above has occurred with respect thereto during the preceding three-month period; provided that the term "Required Appraisal Loan" shall include any successor REO Loan(s); and provided, further, that any Serviced Loan Group shall, upon the occurrence of any of the events described in clauses (i) through (vii) of this definition in respect of any Loan in such Serviced Loan Group, be deemed to be a single "Required Appraisal Loan." "Required Appraisal Value" shall mean, with respect to any Mortgaged Property securing (or REO Property relating to) a Required Appraisal Loan, an amount equal to the sum of: (a) the excess, if any, of (i) 90% of the Appraised Value of such Mortgaged Property (or REO Property) as determined by the most recent Required Appraisal or any letter update of such Required Appraisal (as it may be adjusted downward by the Special Servicer in accordance with the Servicing Standard (without implying any duty to do so) based upon its review of the Appraisal or estimate and such other information as it may deem appropriate), over (ii) the amount of any obligations secured by liens on such Mortgaged Property (or REO Property) that are prior to the lien of the related Required Appraisal Loan; plus (b) the amount of Escrow Payments and Reserve Funds held by the Master Servicer in respect of such Required Appraisal Loan that (i) are not being held in respect of any real estate taxes and assessments, insurance premiums or, if applicable, ground rents, (ii) are not otherwise scheduled to be applied or utilized (except to pay debt service on such Required Appraisal Loan) within the twelve-month period following the date of determination and (iii) may be applied towards the reduction of the principal balance of such Required Appraisal Loan; plus (c) the amount of any letter of credit constituting additional security for such Required Appraisal Loan and that may be applied towards the reduction of the principal balance of such Required Appraisal Loan. "Reserve Account" shall mean any account established by the Master Servicer, pursuant to Section 3.03(d), as to which Reserve Funds shall be deposited. "Reserve Funds" shall mean, with respect to any Serviced Loan, any amounts delivered by the related Mortgagor to be held by or on behalf of the mortgagee representing reserves for repairs, capital improvements and/or environmental remediation in respect of the related Mortgaged Property or debt service on such Loan. "Residual Interest Certificate" shall mean a Class R-I or Class R-II Certificate. "Responsible Officer" shall mean: (a) when used with respect to the Trustee, any Vice President, any Assistant Vice President, any Trust Officer, any Assistant Secretary or any other officer of the Trustee's Asset-Backed Services Trust Group customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Agreement; and (b) when used with respect to the Fiscal Agent, any officer thereof. "Review Package" shall mean a package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard) of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and copies of all relevant documentation. "Rule 144A Global Certificate" shall mean, with respect to any Class of Book-Entry Non-Registered Certificates, one or collectively more global certificates representing such Class registered in the name of the Depository or its nominee, in definitive, fully registered form without interest coupons, none of which certificates bears a Regulation S Legend, and each of which certificates has a Rule 144A CUSIP number. "S&P" shall mean Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. or its successor in interest. If neither such rating agency nor any successor remains in existence, "S&P" shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer, and specific ratings of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. herein referenced shall be deemed to refer to the equivalent ratings of the party so designated. "Sarbanes-Oxley Certification" shall have the meaning assigned to such term in Section 8.15(d). "Securities Act" shall mean the Securities Act of 1933, as amended. "Serviced Companion Loan" shall mean the (i) each of the 1440 Broadway Subordinate Companion Loan, the 2040 Main Street Subordinate Companion Loan, the Birtcher/Charlesbank Office Portfolio Subordinate Companion Loan, the Shops at Wailea Subordinate Companion Loan and the Toringdon II Subordinate Companion Loan (ii) during a 1370 Avenue of the Americas Lead Servicing Period, the 1370 Avenue of the Americas Pari Passu Companion Loans. "Serviced Loan" shall mean any Loan (including a Specially Serviced Loan, but excluding an REO Loan) that is, as contemplated by Section 3.01, to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder, which includes the Mortgage Loans (other than the Non-Serviced Trust Loans) and the Companion Loans (other than the Non-Serviced Companion Loans). "Serviced Loan Group" shall mean (i) each of the Tier 1 Loan Groups and Tier 2 Loan Groups and (ii) during a 1370 Avenue of the Americas Lead Servicing Period, the 1370 Avenue of the Americas Loan Group. "Serviced Loan Group Trust Mortgage Loan" shall mean (i) each of the 1440 Broadway Trust Loan, the 2040 Main Street Trust Loan, the Birtcher/Charlesbank Office Portfolio Trust Loan, the Shops at Wailea Trust Loan and the Toringdon II Trust Loan and (ii) during a 1370 Avenue of the Americas Lead Servicing Period, the 1370 Avenue of the Americas Trust Loan. "Serviced Pari Passu Companion Loans" shall mean during a 1370 Avenue of the Americas Lead Servicing Period, the 1370 Avenue of the Americas Pari Passu Companion Loans. "Servicer Fee Amount" shall mean: (a) with respect to each Sub-Servicer, as of any date of determination, the aggregate of the products obtained by multiplying, for each Serviced Loan primary serviced by such Sub-Servicer, (i) the principal balance of such Loan as of the end of the immediately preceding Collection Period and (ii) the sub-servicing fee rate specified in the related Sub-Servicing Agreement for such Loan; and (b) with respect to the Master Servicer, as of any date of determination, the aggregate of the products obtained by multiplying, for each Serviced Loan and the Non-Serviced Trust Loans, (i) the principal balance of such Loan or the Non-Serviced Trust Loans, as applicable, as of the end of the immediately preceding Collection Period and (ii) the excess, if any, of the Master Servicing Fee Rate for such Loan or the Non-Serviced Trust Loans, as applicable, over the sub-servicing fee rate (if any) applicable to such Loan, as specified in any Sub-Servicing Agreement related to such Loan. "Servicer Reports" shall mean each of the files and reports comprising the CMSA Investor Reporting Package (excluding the CMSA Bond Level File, the CMSA Collateral Summary File and CMSA Reconciliation of Funds). "Servicing Account" shall have the meaning assigned thereto in Section 3.03(a). "Servicing Advances" shall mean all customary, reasonable and necessary "out of pocket" costs and expenses (including attorneys' fees and fees and expenses of real estate brokers) incurred by the Master Servicer, the Special Servicer, the Fiscal Agent or the Trustee in connection with the servicing and administration of a Serviced Loan, if a default is imminent thereunder or a default, delinquency or other unanticipated event has occurred with respect thereto, or in connection with the administration of any REO Property, including, but not limited to, the cost of (a) compliance with the obligations of the Master Servicer, the Special Servicer, the Fiscal Agent or the Trustee, if any, set forth in Section 3.03(c), (b) the preservation, insurance, restoration, protection and management of a Mortgaged Property, including the cost of any "forced placed" insurance policy purchased by the Master Servicer to the extent such cost is allocable to a particular Mortgaged Property that the Master Servicer or the Special Servicer is required to cause to be insured pursuant to Section 3.07(a), (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures, (e) any Required Appraisal or any other appraisal or update thereof expressly permitted or required to be obtained hereunder, (f) the operation, management, maintenance and liquidation of any REO Property, (g) obtaining any related ratings confirmation and (h) the Master Servicer, Special Servicer or Trustee fulfilling its obligations under Section 2.03; provided that, notwithstanding anything to the contrary, "Servicing Advances" shall not include allocable overhead of the Master Servicer, the Special Servicer or the Trustee, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, or costs and expenses incurred by any such party in connection with its purchase of any Loan or REO Property pursuant to any provision of this Agreement, or the applicable Co-Lender Agreement. "Servicing Fees" shall mean with respect to each Serviced Loan and the Non-Serviced Trust Loans (and any successor REO Loan with respect thereto), the Master Servicing Fee and the Special Servicing Fee. "Servicing File" shall mean, (i) with respect to each Serviced Loan, collectively, any and all documents (other than documents required to be part of the related Mortgage File) in the possession of the Master Servicer or the Special Servicer and relating to the servicing of any Serviced Loan, including any original letter of credit (together with any transfer or assignment documents related thereto), any franchise agreement and any franchise comfort letter (together with any transfer or assignment documents relating thereto), appraisals, surveys, engineering reports, environmental reports, opinion letters of counsel to a related Mortgagor, escrow agreements, property management agreements and franchise agreements and (ii) with respect to each Non-Serviced Trust Loan, a copy of the related Mortgage Note (and all intervening endorsements), the applicable Lead PSA, the applicable Co-Lender Agreement and appraisal shall be sufficient for the applicable Servicing File. "Servicing Officer" shall mean any officer or employee of the Master Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of the Serviced Loans, whose name and specimen signature appear on a list of servicing officers furnished by such party to the Trustee and the Depositor on the Closing Date, as such list may be amended from time to time. "Servicing-Released Bid" shall have the meaning assigned thereto in Section 7.01(c). "Servicing-Retained Bid" shall have the meaning assigned thereto in Section 7.01(c). "Servicing Standard" shall mean: (1) for so long as either the Master Servicer or Special Servicer, as applicable, is GMAC Commercial Mortgage Corporation, to service and administer the Serviced Loans and any REO Properties that such party is obligated to service and administer, on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders (and with respect to a Serviced Loan Group, in the best interest of and for the benefit of the Certificateholders and the related Companion Loan Noteholder as a collective whole), as determined by the Master Servicer or Special Servicer, as applicable, in its good faith and reasonable judgment, in accordance with applicable law, the terms of this Agreement and the terms of the Mortgage Loans, and to the extent consistent with the foregoing, as follows: (i) the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to comparable mortgage loans and REO properties; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Serviced Loans or, if a Serviced Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Master Servicer or Special Servicer, as applicable, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Serviced Loan to the Certificateholders (as a collective whole) (or, if a Loan Group is involved, with a view to the maximization of recovery on such Loan Group to the Certificateholders and the related Companion Loan Noteholders (as a collective whole)), on a present value basis; and (iii) without regard to (A) any other relationship that the Master Servicer or Special Servicer, as applicable, or any Affiliate thereof may have with the related Mortgagor; (B) the ownership of any Certificate or any related mezzanine loan or Companion Loan by the Master Servicer or Special Servicer, as applicable, or any Affiliate thereof; (C) the Master Servicer's obligation to make Advances or the Special Servicer's obligation to direct the Master Servicer to make Advances, and (D) the right of the Master Servicer or Special Servicer, as applicable, or any Affiliate thereof to receive reimbursement of costs, or the sufficiency of any compensation payable to it, under this Agreement or with respect to any particular transaction; and (2) with respect to the Master Servicer or the Special Servicer that is not GMAC Commercial Mortgage Corporation, to service and administer the Serviced Loans and any REO Properties that such party is obligated to service and administer pursuant to this Agreement: (i) in accordance with the higher of the following standards of care: (A) the same manner in which, and with the same care, skill, prudence and diligence with which, the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans with similar borrowers and comparable REO properties for other third-party portfolios (giving due consideration to the customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own mortgage loans and REO properties), and (B) the same manner in which, and with the same care, skill, prudence and diligence with which, the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans owned by the Master Servicer or the Special Servicer, as the case may be, in either case exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement and the terms of the respective Serviced Loans; (ii) with a view to: the timely recovery of all payments of principal and interest, including Balloon Payments, under the Serviced Loans or, in the case of any such Serviced Loan that is (1) a Specially Serviced Loan or (2) a Serviced Loan as to which the related Mortgaged Property has become an REO Property, the maximization of recovery on the Mortgage Loan to the Certificateholders (as a collective whole) (or, if any Loan Group is involved, with a view to the maximization of recovery on such Loan Group to the Certificateholders and the related Companion Loan Noteholders (as a collective whole) (it being understood that the interest of any Subordinate Companion Loan is a subordinate interest, subject to the terms and conditions of the related Co-Lender Agreement) of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting of anticipated collections that will be distributable to the Certificateholders (or, in the case of any Loan Group, to the Certificateholders and the related Companion Noteholders) to be performed at the related Mortgage Rate (or, in the case of any Loan Group, at the weighted average of the Mortgage Rates for such Loan Group); and (iii) without regard to (A) any relationship, including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, may have with any of the related Mortgagors, or any Affiliate thereof, or any other party to this Agreement; (B) the ownership of any Certificate (or any Companion Loan or any certificate backed by a Companion Loan or any Mezzanine Loan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the obligation of the Master Servicer or the Special Servicer, as the case may be, to make Advances; (D) the right of the Master Servicer or the Special Servicer, as the case may be, or any Affiliate of either of them, to receive compensation or reimbursement of costs hereunder generally or with respect to any particular transaction; and (E) the ownership, servicing or management for others of any other mortgage loan or real property not subject to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof. "Servicing Transfer Event" shall mean, with respect to any Serviced Loan, the occurrence of any of the events described in clauses (a) through (h) of the definition of "Specially Serviced Loan," except in the case of a Loan Group, if the related Subordinate Companion Loan Noteholder is exercising its cure rights under the related Co-Lender Agreement. "Shops at Wailea Loan Group" shall have the meaning assigned thereto in the Preliminary Statement. "Shops at Wailea Subordinate Companion Loan" shall have the meaning assigned thereto in the Preliminary Statement. "Shops at Wailea Trust Loan" shall have the meaning assigned thereto in the Preliminary Statement. "Similar Law" shall have the meaning assigned thereto in Section 5.02(c). "Single Certificate" shall mean, for purposes of Section 4.02, a hypothetical Regular Interest Certificate evidencing an initial $1,000 denomination. "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents and/or the related Loan documents provide substantially to the effect that: (i) it was formed or organized solely for the purpose of either owning and operating the Mortgaged Property or Properties securing one or more Loans, or owning and pledging Defeasance Collateral in connection with the defeasance of a Defeasance Loan, as the case may be, (ii) it may not engage in any business unrelated to such Mortgaged Property or Properties or such Defeasance Collateral, as the case may be, (iii) it will not have any assets other than those related to its interest in and operation of such Mortgaged Property or such Defeasance Collateral, as the case may be, (iv) it may not incur indebtedness other than incidental to its ownership and operation of the applicable Mortgaged Property or Properties or Defeasance Collateral, as the case may be, (v) it will maintain its own books and records and accounts separate and apart from any other Person, (vi) it will hold itself out as a legal entity, separate and apart from any other Person, and (vii) in the case of such an entity whose sole purpose is owning or operating a Mortgaged Property, it will have an independent director or, if such entity is a partnership or a limited liability company, at least one general partner or limited liability company member thereof, as applicable, which shall itself be a "single purpose entity" (having as its sole asset its interest in the Single Purpose Entity) with an independent director. "Special Servicer" shall mean GMAC Commercial Mortgage Corporation, in its capacity as special servicer hereunder, or any successor special servicer appointed as herein provided. "Special Servicing Fee" shall mean, with respect to each Specially Serviced Loan and each REO Loan, (excluding any Non-Serviced Trust Loan that has become an REO Loan) the fee designated as such in, and payable to the Special Servicer pursuant to, Section 3.11(b). "Special Servicing Fee Rate" shall mean, with respect to each Specially Serviced Loan and each REO Loan (excluding an REO Loan that corresponds to a Non-Serviced Trust Loan), 0.25% per annum. "Specially Serviced Loan" shall mean any Serviced Loan as to which any of the following events has occurred: (a) the related Mortgagor has failed to make when due any Monthly Payment (including a Balloon Payment), which failure continues, or the Master Servicer determines, in its reasonable, good faith judgment, will continue, unremedied (without regard to any grace period)-- (i) except in the case of a Balloon Loan delinquent in respect of its Balloon Payment, for 60 days beyond the date on which the subject payment was due, or (ii) solely in the case of a delinquent Balloon Payment, a Serviced Loan shall be considered to be a Specially Serviced Loan if the related Mortgagor has failed to make when due any Balloon Payment; provided, however, if (x) the related Mortgagor is actively seeking a refinancing commitment, (y) the related Mortgagor continues to make payments in the amount of its Assumed Monthly Payment and (z) the Directing Holder consents, the Loan will not be considered a Specially Serviced Loan until 60 days beyond the related maturity date; and provided, further, if the related Mortgagor has delivered to the Master Servicer, on or before the 60th day after the related maturity date, a refinancing commitment reasonably acceptable to the Master Servicer, and the Mortgagor continues to make its payments in the amount of its Assumed Monthly Payments, the Loan will not be considered a Specially Serviced Loan until the earlier of (1) 120 days beyond the related maturity date and (2) the termination of the refinancing commitment; (b) the Master Servicer or Special Servicer (in the case of the Special Servicer, with the consent of the applicable Directing Holder, subject to Section 6.11) shall have determined, in accordance with the Servicing Standard, based on communications with the related Mortgagor, that a default in the making of a Monthly Payment on such Serviced Loan, including a Balloon Payment, is likely to occur and is likely to remain unremedied (without regard to any grace period) for at least the applicable period contemplated by clause (a) of this definition; or (c) there shall have occurred a default (other than as described in clause (a) above) that (i) in the judgment of the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the applicable Directing Holder, subject to Section 6.11) materially impairs the value of the related Mortgaged Property as security for such Serviced Loan or otherwise materially adversely affects the interests of Certificateholders (or, in the case of any Companion Loan, the related Companion Loan Noteholders), and (ii) continues unremedied for the applicable grace period under the terms of such Serviced Loan (or, if no grace period is specified and the default is capable of being cured, for 30 days); provided that any default that results in acceleration of the related Mortgage Loan without the application of any grace period under the related Mortgage Loan documents shall be deemed not to have a grace period; and provided, further, that any determination that a Servicing Transfer Event has occurred under this clause (c) with respect to any Mortgage Loan solely by reason of the failure of the related Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism may only be made by the Master Servicer, subject to Section 6.11, and the second paragraph of Section 3.07(a); or (d) the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the applicable Directing Holder, subject to Section 6.11) has determined that (i) a default (other than as described in clause (b) of this definition) under the Loan is imminent, (ii) such default will materially impair the value of the related Mortgaged Property as security for such Serviced Loan or otherwise materially adversely affects the interests of Certificateholders (or, in the case of any Companion Loan, the related Companion Loan Noteholders), and (iii) the default will continue unremedied for the applicable grace period under the terms of such Serviced Loan (or, if no grace period is specified and the default is capable of being cured, for 30 days); provided that any default that results in acceleration of the related Mortgage Loan without the application of any grace period under the related Mortgage Loan documents shall be deemed not to have a grace period; and provided, further, that any determination that a Servicing Transfer Event has occurred under this clause (d) with respect to any Mortgage Loan solely by reason of the failure of the related Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism will be subject to Section 6.11, and the second paragraph of Section 3.07(a); or (e) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the related Mortgagor and such decree or order shall have remained in force and not dismissed for a period of 60 days; or (f) the related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially all of its property; or (g) the related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (h) the Master Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related Mortgaged Property; provided, however, that a Serviced Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect to such Serviced Loan, when the related Mortgaged Property has become an REO Property or, so long as at such time no circumstance identified in clauses (a) through (h) above exists that would cause the Serviced Loan to continue to be characterized as a Specially Serviced Loan, when: (w) with respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive full and timely Monthly Payments under the terms of such Serviced Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.21); (x) with respect to the circumstances described in clauses (b), (d), (e), (f) and (g) of this definition, such circumstances cease to exist in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described in clauses (e), (f) and (g), no later than the entry of an order or decree dismissing such proceeding; (y) with respect to the circumstances described in clause (c) of this definition, such default is cured as determined by the Special Servicer in its reasonable, good faith judgment; and (z) with respect to the circumstances described in clause (h) of this definition, such proceedings are terminated. The Special Servicer may conclusively rely on the Master Servicer's determination and the Master Servicer may conclusively rely on the Special Servicer's determination as to whether a Servicing Transfer Event has occurred giving rise to a Serviced Loan's becoming a Specially Serviced Loan. If any Serviced Loan that is part of any Loan Group becomes a Specially Serviced Loan, then each other Serviced Loan in the Loan Group shall also become a Specially Serviced Loan. "Startup Day" shall mean, with respect to each REMIC Pool, the day designated as such in Section 10.01(c). "Stated Maturity Date" shall mean, with respect to any Loan, the Due Date specified in the related Mortgage Note (as in effect on the Closing Date) on which the last payment of principal is due and payable under the terms of such Mortgage Note (as in effect on the Closing Date), without regard to any change in or modification of such terms in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, extension, waiver or amendment of such Loan granted or agreed to by the Special Servicer pursuant to Section 3.21. "Stated Principal Balance" shall mean: (a) with respect to any Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), the Cut off Date Balance of such Mortgage Loan, as permanently reduced on each Distribution Date (to not less than zero) by (i) any principal payments (whether received or advanced) or other collections in respect of such Mortgage Loan that were identified and applied as a recovery of principal for such Mortgage Loan (or any such successor REO Mortgage Loan with respect thereto) during the related Collection Period, (ii) the principal portion of any Realized Loss incurred in respect of such Mortgage Loan (or, if such Mortgage Loan is part of a Loan Group, any Realized Loss incurred in respect of such Loan Group and allocated to such Mortgage Loan) (or any such successor REO Mortgage Loan with respect thereto) during the related Collection Period; and (b) with respect to any Serviced Companion Loan (and any successor REO Loan with respect thereto), the Cut off Date Balance of such Loan, as permanently reduced on each Loan Group Remittance Date (to not less than zero) by (i) any principal payments (whether received or advanced) or other collections in respect of such Loan that were identified and applied as a recovery of principal for such Loan (or any such successor REO Loan with respect thereto) during the related Collection Period, and (ii) the principal portion of any Realized Loss incurred in respect of the related Loan Group and allocated to such Loan (or any such successor REO Loan with respect thereto) during the related Collection Period. Other than for purposes of determining the Weighted Average Net Mortgage Rate, the Stated Principal Balance of the Mortgage Pool will not be reduced by the amount of any principal collections from the Mortgage Pool that were used to reimburse a Workout-Delayed Reimbursement Amount pursuant to Section 3.05(a)(vii), unless the corresponding Advance was determined to be a Nonrecoverable Advance. Notwithstanding the foregoing, if a Liquidation Event or Final Recovery Determination occurs in respect of any Loan or REO Property, then the "Stated Principal Balance" of such Loan or of the related REO Loan, as the case may be, shall be zero commencing as of the Distribution Date in the Collection Period next following the Collection Period in which such Liquidation Event occurred. "Sub-Pool" shall mean either of Sub-Pool 1 or Sub-Pool 2. "Sub-Pool 1" shall mean collectively, all of the Mortgage Loans that are identified on the Mortgage Loan Schedule as belonging to Sub-Pool 1 and any successor REO Loans with respect thereto. "Sub-Pool 1 Available Distribution Amount" shall mean with respect to any Distribution Date, that portion, if any, of the Available Distribution Amount attributable to collections Received on the Mortgage Loans in Sub-Pool 1. "Sub-Pool 1 Principal Distribution Amount" shall mean with respect to any Distribution Date, that portion, if any, of the Adjusted Principal Distribution Amount attributable to collections Received on the Mortgage Loans in Sub-Pool 1. "Sub-Pool 2" shall mean collectively, all of the Mortgage Loans that are identified on the Mortgage Loan Schedule as belonging to Sub-Pool 2 and any successor REO Loans with respect thereto. "Sub-Pool 2 Available Distribution Amount" shall mean with respect to any Distribution Date, that portion, if any, of the Available Distribution Amount attributable to collections Received on the Mortgage Loans in Sub-Pool 2. "Sub-Pool 2 Principal Distribution Amount" shall mean with respect to any Distribution Date, that portion, if any, of the Adjusted Principal Distribution Amount attributable to collections Received on the Mortgage Loans in Sub-Pool 2. "Sub-Servicer" shall mean any Person with which the Master Servicer or the Special Servicer has entered into a Sub-Servicing Agreement. "Sub-Servicing Agreement" shall mean the written contract between the Master Servicer or the Special Servicer, on the one hand, and the Primary Servicer or any Sub-Servicer, on the other hand, relating to servicing and administration of Serviced Loans as provided in Section 3.23. "Subordinate Companion Loan" shall have the meaning assigned thereto in the Preliminary Statement. "Subordinate Companion Loan Noteholder" shall mean, with respect to any Loan Group with a Subordinate Companion Loan, the Holder of the Mortgage Note for such Subordinate Companion Loan. "Subsequent Exchange Act Reports" shall have the meaning assigned thereto in Section 8.15(a). "Subsequent Fiscal Agent" shall mean the fiscal agent under any Subsequent PSA. "Subsequent Master Servicer" shall mean the master servicer under any Subsequent PSA. "Subsequent PSA" shall mean any "pooling and servicing agreement" entered into in connection with a securitization of any Pari Passu Companion Loan where the servicing of such Companion Loan is performed under this Agreement or a Lead PSA. "Subsequent Trustee" shall mean the trustee under any Subsequent PSA. "Successful Bidder" shall have the meaning assigned thereto in Section 7.01(c). "Supplemental Servicer Schedule": With respect to the Loans to be serviced by the Master Servicer, a list attached hereto as Schedule VI, which list sets forth the following information with respect to each Loan: (i) the Mortgagor's name; (ii) property type; (iii) the original balance; (iv) the original and remaining amortization term; (v) whether such Mortgage Loan has a guarantor; (vi) whether such Mortgage Loan is secured by a letter of credit; (vii) the current balance and monthly amount of any reserve or escrowed funds; (viii) the grace period with respect to both default interest and late payment charges; (ix) whether such Mortgage Loan is insured by RVI, lease enhancement policy or environmental policies; (x) whether an operation and maintenance plan exists and, if so, what repairs are required; (xi) whether a cash management agreement or lock-box agreement is in place; and (xii) the number of units, pads, rooms or square feet of the Mortgaged Property. Such list may be in the form of more than one list, collectively setting forth all of the information required. "Tax Administrator" shall mean any tax administrator appointed pursuant to Section 8.13 (or, in the absence of any such appointment, the Trustee). "Tax Matters Person" shall mean, with respect to each REMIC Pool, the Person designated as the "tax matters person" of such REMIC Pool in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, which Person shall be the Plurality Residual Interest Certificateholder in respect of the related Class of Residual Interest Certificates. "Tax Returns" shall mean the federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each REMIC Pool due to its classification as a REMIC under the REMIC Provisions, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the IRS under any applicable provisions of federal tax law or any other governmental taxing authority under applicable state and local tax law. "Tier 1 Loan Group" shall mean any one of the 1440 Broadway Loan Group, Shops at Wailea Loan Group, 2040 Main Street Loan Group and Birtcher/Charlesbank Office Portfolio Loan Group. "Tier 2 Loan Group" shall mean the Toringdon II Loan Group. "Toringdon II Loan Group" shall have the meaning assigned thereto in the Preliminary Statement. "Toringdon II Trust Loan" shall have the meaning assigned thereto in the Preliminary Statement. "Toringdon II Subordinate Companion Loan" shall have the meaning assigned thereto in the Preliminary Statement. "Total Principal Reinstatement Amount" shall mean, with respect to any Distribution Date, an amount (to be calculated by the Trustee immediately following, and after taking into account, all distributions to be made with respect to the Certificates on such Distribution Date) equal to the least of: (1) the Additional Principal Distribution Amount for the subject Distribution Date; (2) the amount, if any, by which (a) the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following the subject Distribution Date, exceeds (b) the aggregate of the Class Principal Balances of all the Classes of Principal Balance Certificates (after taking into account the distributions made with respect to the Certificates on such Distribution Date, but prior to any adjustments to any of those Classes of Principal Balance Certificates pursuant to Section 4.04 or Section 4.05); and (3) the aggregate Loss Reimbursement Amount in respect of the Principal Balance Certificates for the subject Distribution Date (reduced by all distributions made with respect to the Principal Balance Certificates in reimbursement of such aggregate Loss Reimbursement Amount on the subject Distribution Date). "Transfer" shall mean any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate. "Transfer Affidavit and Agreement" shall have the meaning assigned thereto in Section 5.02(d)(i)(B). "Transfer Date" shall have the meaning assigned thereto in Section 5.02(b). "Transferee" shall mean any Person who is acquiring, by Transfer, any Ownership Interest in a Certificate. "Transferor" shall mean any Person who is disposing of, by Transfer, any Ownership Interest in a Certificate. "Trust" shall mean the common law trust created hereunder. "Trust Fund" shall mean, collectively, all of the assets of the Lower-Tier REMIC, the Upper-Tier REMIC and the Loss of Value Reserve Fund. "Trustee" shall mean LaSalle Bank National Association, in its capacity as trustee hereunder, or any successor trustee appointed as herein provided. "Trustee Fee" shall mean, with respect to each Distribution Date, an amount equal to one-twelfth of the product of (i) the Trustee Fee Rate, multiplied by (ii) the aggregate Stated Principal Balance of the Mortgage Pool outstanding immediately prior to such Distribution Date. "Trustee Fee Rate" shall mean 0.0006% per annum. "Trustee Liability" shall have the meaning assigned thereto in Section 8.05(b). "UCC" shall mean the Uniform Commercial Code in effect in the applicable jurisdiction. "UCC Financing Statement" shall mean a financing statement executed (if required by the UCC) and filed pursuant to the UCC. "Uncertificated Lower-Tier Interest" shall mean each separate non-certificated beneficial ownership interest in the Lower-Tier REMIC issued hereunder and designated as a "regular interest" in the Lower-Tier REMIC. Each Uncertificated Lower-Tier Interest shall accrue interest at the Weighted Average Net Mortgage Rate, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective Uncertificated Lower-Tier Interests are set forth in the Preliminary Statement hereto. "Uncertificated Principal Balance" shall mean the principal balance of any Uncertificated Lower-Tier Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each Uncertificated Lower-Tier Interest shall equal the amount set forth in the Preliminary Statement hereto. On each Distribution Date, the Uncertificated Principal Balance of each Uncertificated Lower-Tier Interest shall be permanently reduced by all distributions of principal deemed to have been made thereon on such Distribution Date pursuant to Section 4.01(i), and shall be further permanently reduced on such Distribution Date by all Realized Losses and Additional Trust Fund Expenses deemed to have been allocated thereto on such Distribution Date pursuant to Section 4.04(b). "Underwriters" shall mean Goldman, Sachs & Co., Greenwich Capital Markets, Inc., Banc of America Securities LLC, Credit Suisse First Boston LLC, Bear, Stearns & Co. Inc. and Wachovia Capital Markets, LLC, and their respective successors in interest. "Unfunded Principal Balance Reduction" shall mean any reduction made in the Class Principal Balance of any Class of Principal Balance Certificates pursuant to Section 4.04(a) or the Uncertificated Principal Balance of any Uncertificated Lower-Tier Interest pursuant to Section 4.04(b). "United States Tax Person" shall mean a citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States or any State thereof or the District of Columbia, or an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more such United States Tax Persons have the authority to control all substantial decisions of the trust (or to the extent provided in the Treasury regulations, if the trust was in existence on August 20, 1996 and elected to be treated as a United States person), all within the meaning of Section 7701(a)(30) of the Code. "United States Securities Person" shall mean any "U.S. person" as defined in Rule 902(k) of Regulation S. "Unliquidated Advance" shall mean any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (ii) and (vi) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or the proceeds of the Loan or REO Property in respect of which the Advance was made. "Upper-Tier Distribution Account" shall mean the subaccount deemed to be a part of the Distribution Account and maintained by the Trustee pursuant to Section 3.04(b). "Upper-Tier REMIC" One of the two separate REMICs comprising the Trust Fund, the assets of which consist of the Uncertificated Lower-Tier Interests and such amounts as shall from time to time be held in the Upper-Tier Distribution Account. "Voting Rights" shall mean the portion of the voting rights of all of the Certificates that is allocated to any Certificate. At all times during the term of this Agreement, 99% of the Voting Rights shall be allocated among the Holders of the various Classes of the Principal Balance Certificates in proportion to the respective Class Principal Balances of their Certificates, and 1% of the Voting Rights shall be allocated to the Holders of the Class XP and Class XC Certificates, pro rata, based on the Class XP Notional Amount and Class XC Notional Amount, respectively. Voting Rights allocated to a Class of Certificateholders shall be allocated among such Certificateholders in proportion to the Percentage Interests evidenced by their respective Certificates. No Voting Rights shall be allocated to the Class R-I or Class R-II Certificates. "Weighted Average Net Mortgage Rate" shall mean, with respect to any Distribution Date, the weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first day of the related Collection Period, weighted on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to any payments received during any applicable grace period). "Workout-Delayed Reimbursement Amounts" shall mean with respect to any Mortgage Loan, the amount of any Advance made with respect to such Mortgage Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Monthly Payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance becomes an obligation of the Mortgagor to pay such amount under the terms of the modified Mortgage Loan documents. "Workout Fee" shall mean the fee designated as such in, and payable to the Special Servicer with respect to certain collections on each Corrected Loan pursuant to, Section 3.11(b). "Workout Fee Rate" shall mean, with respect to each Corrected Loan as to which a Workout Fee is payable, 1.0%. "Yield Maintenance Charge" shall mean the payments paid or payable, as the context requires, as the result of a Principal Prepayment on, or other early collection of principal of, a Loan, which payments are not otherwise due thereon in respect of principal or interest and have been calculated (based on scheduled payments of interest and/or principal on such Loan) to compensate the Holder for reinvestment losses based on the value of an interest rate index at or near the time of prepayment. Any other prepayment premiums, penalties and fees not so calculated will not be considered "Yield Maintenance Charges." In the event that a Yield Maintenance Charge shall become due for any particular Loan, the Master Servicer shall be required to follow the terms and provisions contained in the applicable Mortgage Note, provided, however, in the event the particular Mortgage Note shall not specify the U.S. Treasuries which shall be used in determining the discount rate or the reinvestment yield to be applied in such calculation, the Master Servicer shall be required to use those U.S. Treasuries which shall generate the lowest discount rate or reinvestment yield for the purposes thereof. Accordingly, if either no U.S. Treasury issue, or more than one U.S. Treasury issue, shall coincide with the term over which the Yield Maintenance Charge shall be calculated (which depending on the applicable Mortgage Note is based on the remaining average life of the Loan or the actual term remaining through the related Stated Maturity Date), the Master Servicer shall use the applicable U.S. Treasury whose reinvestment yield is the lowest, with such yield being based on the bid price for such issue as published in The Wall Street Journal on the date that is 14 days prior to the date that the Yield Maintenance Charge shall become due and payable (or, if such bid price is not published on that date, the next preceding date on which such bid price is so published) and converted to a monthly compounded nominal yield. The monthly compounded nominal yield ("MEY") is derived from the reinvestment yield or discount rate and shall be defined as MEY = (12 X [{(1+ "BEY"/2) ^1/6}-1]) X 100, where BEY is defined as the U.S. Treasury Reinvestment Yield which is in decimal form and not in percentage, and 1/6 is the exponential power to which a portion of the equation is raised. For example, using a BEY of 5.50%, the MEY = (12 X [{(1+ .055/2) ^ 0.16667}- 1]) X 100 where .055 is the decimal version of the percentage 5.5% and 0.16667 is the decimal version of the exponential power. The MEY in the above calculation is 5.44%. Section 1.02 General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender; (ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; (iii) references herein to "Articles," "Sections," "Subsections," "Paragraphs" and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement; (iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions; (v) the words "herein," "hereof," "hereunder," "hereto," "hereby" and other words of similar import refer to this Agreement as a whole and not to any particular provision; and (vi) the terms "include" or "including" shall mean without limitation by reason of enumeration. Section 1.03 Certain Adjustments to the Principal Distributions on the Certificates. (a) If any party hereto is reimbursed out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account for any unreimbursed Advances that have been or are determined to be Nonrecoverable Advances (together with interest accrued and payable thereon pursuant to Section 3.12(b) or Section 4.03(d), as applicable, to the extent such interest was paid hereunder from a source other than Default Charges Received by the Trust on the Mortgage Pool), then (for purposes of calculating distributions on the Certificates) each such reimbursement and payment of interest shall be deemed to have been made: (i) first, out of any amounts then on deposit in the Pool Custodial Account that represent payments or other collections of principal Received by the Trust with respect to the Sub-Pool to which such Mortgage Loan generating the Nonrecoverable Advance belongs that, but for their application to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be included in the Available Distribution Amount for the related Distribution Date; (ii) second, out of any amounts then on deposit in the Pool Custodial Account that represent any other payments or other collections Received by the Trust with respect to the Sub-Pool to which such Mortgage Loan generating the Nonrecoverable Advance belongs that, but for their application to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be included in the Available Distribution Amount for the related Distribution Date; (iii) third, out of any amounts representing payments or other collections of principal Received by the Trust with respect to the other Sub-Pool that, but for their application to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be included in the Available Distribution Amount for any subsequent Distribution Date; (iv) fourth, out of any amounts representing any other payments or other collections Received by the Trust with respect to the other Sub-Pool that, but for their application to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be included in the Available Distribution Amount for any subsequent Distribution Date; and (v) fifth, out of any other amounts then on deposit in the Pool Custodial Account that may be available to reimburse the subject Nonrecoverable Advance and/or to pay interest thereon. (b) If and to the extent that any payment or other collection of principal of any Mortgage Loan or REO Mortgage Loan is deemed to be applied in accordance with Section 1.03(a)(i) to reimburse a Nonrecoverable Advance or to pay interest thereon or is applied to reimburse a Workout-Delayed Reimbursement Amount, and further if and to the extent that such payment or other collection of principal constitutes part of the Principal Distribution Amount for any Distribution Date, then for purposes of calculating the Adjusted Principal Distribution Amount, Sub-Pool 1 Principal Distribution Amount and Sub-Pool 2 Principal Distribution Amount for such Distribution Date and for such Sub-Pool, as applicable, the amount of such payment or other collection of principal shall be subtracted from the Principal Distribution Amount for such Distribution Date and the applicable Sub-Pool. (c) If and to the extent that any Advance is determined to be a Nonrecoverable Advance, such Advance or interest thereon is reimbursed out of general principal collections on the Mortgage Pool as contemplated by Section 1.03(a) above or if any Workout-Delayed Reimbursement Amount is paid from principal collections on the Mortgage Pool, and the particular item for which such Advance was originally made is subsequently collected (in whole or in part) out of payments or other collections in respect of the related Mortgage Loan (or Loan Group if applicable) or REO Mortgage Loan (such item, and interest thereon, to the extent such interest was paid out of general collections on the Mortgage Pool, if and to the extent so collected, a "Recovered Amount"), then for purposes of calculating the Adjusted Principal Distribution Amount for the Distribution Date that corresponds to the Collection Period in which such item was recovered, such Recovered Amount (to the extent not already included therein) shall be added to the Principal Distribution Amount for such Distribution Date. (d) Nothing contained in this Section 1.03 is intended to limit the ability of any party hereto that is entitled to reimbursement hereunder for any unreimbursed Advances that have been or are determined to be Nonrecoverable Advances (together with interest accrued and payable thereon pursuant to Section 3.12(b) or Section 4.03(d)) to collections of principal Received by the Trust with respect to the Mortgage Pool; instead the order of priority set forth in Section 1.03(a) is a deemed allocation only for purposes of calculating distributions on the Certificates. Section 1.04 Certain Calculations Relating to REO Loans. Each REO Loan shall be deemed to have an initial unpaid principal balance and Stated Principal Balance equal to the unpaid principal balance and Stated Principal Balance, respectively, of its predecessor Loan as of the date of the related REO Acquisition. All Monthly Payments (other than a Balloon Payment), Assumed Monthly Payments (in the case of a Balloon Loan delinquent in respect of its Balloon Payment) and other amounts due and owing, or deemed to be due and owing, in respect of the predecessor Loan as of the date of the related REO Acquisition, shall be deemed to continue to be due and owing in respect of an REO Loan. Amounts Received with respect to each REO Loan that is a successor to a Serviced Loan (after provision for amounts to be applied to the payment of, or to be reimbursed (1) to the Master Servicer or the Special Servicer for the payment of, the costs of operating, managing and maintaining the related REO Property and (2) to the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent for the reimbursement of any outstanding unreimbursed Advances on such REO Loan (and predecessor Loan) and interest thereon) shall be treated: first, as a recovery of any amounts withdrawn from general principal collections on the Mortgage Pool in order to reimburse any Workout-Delayed Reimbursement Amounts and Nonrecoverable Advance with respect to such Loan and interest on any such Advance; second, as a recovery of accrued and unpaid interest on such REO Loan at the related Mortgage Rate to but not including the Due Date in the Collection Period of receipt; third, as a recovery of principal of such REO Loan to the extent of its entire unpaid principal balance (to the extent not already reimbursed pursuant to clause first above); and fourth, in accordance with the normal servicing practices of the Master Servicer, as a recovery of any other amounts due and owing in respect of such REO Loan; provided that if the Loans comprising a Serviced Loan Group become REO Loans, amounts Received with respect to such REO Loans shall be applied to amounts due and owing in respect of such REO Loans as provided in the related Co-Lender Agreement. Notwithstanding the foregoing, all amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent or the Trust in respect of the predecessor Loan as of the date of the related REO Acquisition, including any unpaid Servicing Fees and any unreimbursed Servicing Advances and P&I Advances, together with any interest accrued and payable to the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent in respect of such Servicing Advances and P&I Advances (including any Unliquidated Advance) in accordance with Sections 3.12(b), 4.03(d) and 4.03A(d), respectively, shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent or the Trust, as the case may be, in respect of an REO Loan. Section 1.05 Certain Matters with respect to the 1370 Avenue of the Americas Loan Group. (a) The 1370 Avenue of the Americas Loan Group is comprised of the 1370 Avenue of the Americas Trust Loan and the 1370 Avenue of the Americas Pari Passu Companion Loans. The 1370 Avenue of the Americas Pari Passu Companion Loans are expected to be included in another securitization. The 1370 Avenue of the Americas Loan Group will be initially serviced and administered under this Agreement, during which time the 1370 Avenue of the Americas Loan Group will be treated as a Serviced Loan Group. Notwithstanding anything contained herein, following the securitization of the 1370 Avenue of the Americas Pari Passu Companion Loans (provided any Rating Agency confirmation referred to below has been obtained), the 1370 Avenue of the Americas Loan Group will be administered under the 1370 Avenue of the Americas PSA, during which time the 1370 Avenue of the Americas Loan Group will be treated as a Non-Serviced Loan Group and the Special Servicer will have no servicing responsibilities with respect to the 1370 Avenue of the Americas Loan Group or the related Mortgaged Property. The parties hereto acknowledge that they shall be obligated to service the 1370 Avenue of the Americas Loan Group on behalf of the Trust during a 1370 Avenue of the Americas Lead Servicing Period (including, but not limited to, establishing the Serviced Companion Loan Custodial Account). If the Companion Loan Securities issued under the 1370 Avenue of the Americas PSA are not rated by any of the Rating Agencies rating the Certificates, prior to the transfer of servicing to the 1370 Avenue of the Americas PSA the Trustee shall receive written confirmation from any Rating Agency not rating such Companion Loan Securities that the transfer of servicing will not result in the downgrade, withdrawal or qualification of the ratings for any of the Certificates. During the 1370 Avenue of the Americas Non-Lead Servicing Period, the Master Servicer, the Trustee and Fiscal Agent will have limited servicing and administration responsibilities under this Agreement (such as preparing CMSA servicing reports, remitting collections, and making P&I Advances for the 1370 Avenue of the Americas Trust Loan) with respect to the 1370 Avenue of the Americas Trust Loan, but will have no servicing and administration responsibilities whatsoever with respect to the 1370 Avenue of the Americas Pari Passu Companion Loans. In that regard and notwithstanding anything to the contrary provided herein, when this Agreement references or provides for amounts collected or received by or on behalf of the Master Servicer or the Special Servicer with respect to the 1370 Avenue of the Americas Trust Loan these references or provisions are deemed to include all amounts collected or received by the servicers or the trustee under the 1370 Avenue of the Americas PSA on behalf of the Trust as the holder of the 1370 Avenue of the Americas Trust Loan and remitted to the Master Servicer, the Special Servicer or the Trustee. (b) Upon the transfer of servicing to the 1370 Avenue of the Americas PSA, the Master Servicer and the Special Servicer shall immediately be entitled to reimbursement from the Pool Custodial Account for any Servicing Advances made with respect to the 1370 Avenue of the Americas Loan Group during the 1370 Avenue of the Americas Lead Servicing Period. To the extent that the Master Servicer or Special Servicer reimburses itself for any Servicing Advance made with respect to the 1370 Avenue of the Americas Loan Group during the 1370 Avenue of the Americas Lead Servicing Period, the Master Servicer or Special Servicer, as applicable, shall provide notice of such reimbursement to the Depositor. The Depositor shall promptly upon receiving notice of such reimbursement pay to the Trust an amount equal to the amount which the Master Servicer reimbursed itself or the Special Servicer, as the case may be. ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3." LaSalle Bank National Association is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Mortgage Loans, (ii) the Mortgage Loan Purchase Agreement, (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Loan Group Trust Mortgage Loan, is subject to the related Co-Lender Agreement and/or the related Lead PSA. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed thereby (with a copy to the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan (in connection with the Non-Serviced Trust Loans, the original Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the applicable Lead Trustee pursuant to the applicable Lead PSA on behalf of the Trust Fund and the Certificateholders), with copies of the related reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. With respect to the North Star Mall Mortgage Loan, the Mall St. Matthews Mortgage Loan and the Grand Canal Shoppes at the Venetian Trust Loan, the obligation of each of Commerzbank and GSMC to deliver a Mortgage Note to the Trustee or a Custodian appointed thereby shall be limited to delivering only the Mortgage Note held by such party to the Trustee or Custodian appointed thereby. With respect to any of the North Star Mall Mortgage Loan and the Mall St. Matthews Mortgage Loan, either Commerzbank or GSMC may deliver one Mortgage File or one of any other document required to be delivered with respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for both Commerzbank and GSMC. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement that it shall bear the costs related to recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" and the Trustee shall promptly undertake to record or file any such document upon its receipt thereof. This paragraph shall not apply to any Non-Serviced Trust Loan, because the documents referred to in this paragraph have been assigned to the applicable Lead Trustee. The Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement as to each Serviced Loan, that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the second preceding paragraph that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the second preceding paragraph that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the applicable Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt from the applicable Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and (C) are in possession or under control of the applicable Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the applicable Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other internal communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). With respect to the North Star Mall Mortgage Loan and the Mall St. Matthews Mortgage Loan, either Commerzbank or GSMC may make the deliveries required by this paragraph to satisfy the delivery requirements of both Commerzbank and GSMC under this paragraph. (e) It is not intended that this Agreement create a partnership or a joint-stock association. Section 2.02 Acceptance of Trust Fund by Trustee. (a) The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through a Custodian on its behalf, of (i) the Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents subsequently received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Mortgage Loans and such other assets, together with any other assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (i) with respect to each Serviced Loan Group, shall also hold the portion of such Mortgage File that relates to the Companion Loan in such Loan Group in trust for the use and benefit of the related Companion Loan Noteholder and (ii) with respect to each Loan Group, hereby assumes the obligations and rights of the holder of the related Loan Group Trust Mortgage Loan under the applicable Co-Lender Agreement and/or applicable Lead PSA. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified in clauses (a)(i), (ii), (vii), (ix), (xi) and (xix) of the definition of "Mortgage File" (but in the case of documents specified in clauses (ix) and (xix) only to the extent the Trustee or a Custodian on its behalf has actual knowledge of their existence) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf (other than in respect of the Non-Serviced Trust Loans, with the exception of the related Mortgage Note and the related endorsements specified in clause (a)(i)(A) of the definition of "Mortgage File"), and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan. (b) On or about the 45th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on which all material exceptions have been removed and (iii) the day on which the Depositor has repurchased the last affected Mortgage Loan), the Trustee or a Custodian on its behalf shall review the documents delivered to it or such Custodian with respect to each Mortgage Loan, and the Trustee shall, subject to Sections 2.01, 2.02(c) and 2.02(d), certify in writing (substantially in the form of Exhibit C hereto) to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter (and, in the case of a Serviced Loan Group, to the related Companion Loan Noteholder, upon request) that, as to each Mortgage Loan (other than in respect of the Non-Serviced Trust Loans, with the exception of the related Mortgage Note and the related endorsements specified in clause (a)(i)(A) of the definition of "Mortgage File") then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) all documents specified in clauses (a)(i) through (a)(v), (a)(vii) and, if applicable, (a)(viii) (without regard to the second parenthetical in such clause (a)(viii)) of the definition of "Mortgage File") that are required to be delivered hereunder have been delivered; (ii) the recordation/filing contemplated by Section 2.01(c) has been completed (based solely on receipt by the Trustee of the particular recorded/filed documents); (iii) all documents received by it or any Custodian with respect to such Loan have been reviewed by it or by such Custodian on its behalf and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (v) and (vi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Mortgage File. With respect to the items listed in clauses (ii), (iii), (iv) and, if applicable, (vi) of the definition of Mortgage File if the original of such document is not in the Trustee's possession because it has not been returned from the applicable recording office, then the Trustee's or Custodian's certification prepared pursuant to this Section 2.02(b) should indicate the absence of such original. If the Trustee's obligation to deliver the certifications contemplated in this subsection terminates because two years have elapsed since the Closing Date, the Trustee shall deliver a comparable certification to any party hereto, the applicable Companion Loan Noteholder and any Underwriter on request. (c) None of the Trustee, the Master Servicer, the Special Servicer or any Custodian is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, none of the Trustee, the Master Servicer, the Special Servicer or any Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (d) It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (a)(i) through (a)(v), (a)(vii) and (a)(viii) of the definition of "Mortgage File" have been received and such additional information as will be necessary for delivering the certifications required by Sections 2.02(a) and (b) above. (e) If, after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File or Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such document to the Trustee (with a copy to the Master Servicer) (if it constitutes part of the Mortgage File) or the Master Servicer (if it constitutes part of the Servicing File), as applicable. Section 2.03 Repurchase of Mortgage Loans for Document Defects and Breaches of Representations and Warranties. (a) If any party hereto discovers that any document constituting a part of a Mortgage File (or, with respect to a Non-Serviced Trust Loan, the related Mortgage Note and the related endorsements specified in clause (a)(i)(A) of the definition of "Mortgage File") has not been properly executed, is missing, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a "Document Defect"), or discovers or receives notice of a breach of any representation or warranty of a Mortgage Loan Seller made pursuant to Section 3(b) of the applicable Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (a "Breach"), such party shall give prompt written notice thereof to each of the Rating Agencies, the applicable Mortgage Loan Seller and the other parties hereto. If any such Document Defect or Breach with respect to any Mortgage Loan materially and adversely affects the value of the Mortgage Loan or the related Mortgaged Property or the interests of the Certificateholders therein, then such Document Defect shall constitute a "Material Document Defect" or such Breach shall constitute a "Material Breach," as the case may be. Promptly upon becoming aware of any such Material Document Defect or Material Breach (including through a written notice given by any party hereto, as provided above), the Trustee shall require the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the Mortgage Loan Seller's discovery or receipt of notice of such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC Provisions, not later than 90 days of any party discovering such Material Document Defect or Material Breach), to cure the same in all material respects (which cure shall include payment of losses and any Additional Trust Fund Expenses associated therewith) or repurchase the affected Mortgage Loan (or the related Mortgage Loan Seller's portion thereof with respect to the North Star Mall Mortgage Loan, the Mall St. Matthews Mortgage Loan and the Grand Canal Shoppes at the Venetian Trust Loan) or any related REO Property (or, in the case of an REO Property that relates to a Loan Group Trust Mortgage Loan, the Trust Fund's interest in the related REO Property and in the case of North Star Mall Mortgage Loan, the Mall St. Matthews Mortgage Loan and the Grand Canal Shoppes at the Venetian Trust Loan, the interest in the REO Property that corresponds to the related Mortgage Loan Seller's portion thereof) at the applicable Purchase Price by wire transfer of immediately available funds to the Pool Custodial Account (or, in the case of a Loan Group Trust Mortgage Loan or an REO Property that relates to a Loan Group Trust Mortgage Loan, to the related Loan Group REO Account); provided, however, that if (i) such Material Document Defect or Material Breach is capable of being cured but not within the applicable 90-day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan's not being a "qualified mortgage" within the meaning of the REMIC Provisions, (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach within such 90-day period and (iv) the affected Mortgage Loan is not then a Specially Serviced Loan, then the applicable Mortgage Loan Seller shall have an additional 90 days to complete such cure or, in the event of a failure to so cure, to complete such repurchase (it being understood and agreed that, in connection with the applicable Mortgage Loan Seller's receiving such additional 90-day period, the applicable Mortgage Loan Seller shall deliver an Officer's Certificate to the Trustee setting forth the reasons such Material Document Defect or Material Breach is not capable of being cured within the initial 90-day period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Document Defect or Material Breach will be cured within such additional 90-day period); and provided, further, that, if any such Material Document Defect is still not cured after the initial 90-day period and any such additional 90-day period solely due to the failure of the applicable Mortgage Loan Seller to have received the recorded document, then the applicable Mortgage Loan Seller shall be entitled to continue to defer its cure and repurchase obligations in respect of such Document Defect so long as the applicable Mortgage Loan Seller certifies to the Trustee every 30 days thereafter that the Document Defect is still in effect solely because of its failure to have received the recorded document and that the applicable Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure or repurchase may continue beyond the second anniversary of the Closing Date. Provided that the Master Servicer has notice of such Material Document Defect or Material Breach, the Master Servicer shall notify the Mortgage Loan Seller if the related Mortgage Loan becomes a Specially Serviced Loan during any applicable cure periods. Any of the following document defects shall be conclusively presumed to be a Material Document Defect: (a) the absence from the Mortgage File of the original signed Mortgage Note, together with the endorsements referred to in clause (a)(i) of the definition of "Mortgage File," unless the Mortgage File contains a signed lost note affidavit and indemnity with respect to the missing Mortgage Note and any missing endorsements that appears to be regular on its face, (b) other than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of the original executed Mortgage or a copy of such Mortgage certified by the local authority with which the Mortgage was recorded, in each case with evidence of recording thereon, that appears to be regular on its face, unless there is included in the Mortgage File a copy of the executed Mortgage and a certificate stating that the original signed Mortgage was sent for recordation, (c) other than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of the original or a copy of the lender's title insurance policy, together with all endorsements or riders (or copies thereof) that were issued with or subsequent to the issuance of such policy, or marked up insurance binder or title commitment which is marked as a binding commitment and countersigned by title company, insuring the priority of the Mortgage as a first lien on the Mortgaged Property, (d) other than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of any intervening assignments required to create a complete chain of assignment to the Trustee on behalf of the Trust and a certificate stating that the original intervening assignments were sent for recordation, unless there is included in the Mortgage File a certified copy of the intervening assignment or (e) other than with respect to a Non-Serviced Trust Loan, the absence from the Servicing File of any original letter of credit. With respect to the North Star Mall Mortgage Loan, the Mall St. Matthews Mortgage Loan and the Grand Canal Shoppes at the Venetian Trust Loan, the obligations of each of Commerzbank and GSMC to cure or repurchase with respect to a Material Document Defect or Material Breach with respect to the related Mortgage Loan shall be limited to a cure or repurchase with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage Loan Purchase Agreement. With respect to the North Star Mall Mortgage Loan, the Mall St. Matthews Mortgage Loan and the Grand Canal Shoppes at the Venetian Trust Loan, any cure by either of Commerzbank or GSMC with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material Document Defect or Material Breach with respect to the related Mortgage Loan shall satisfy the cure obligations of both Commerzbank and GSMC with respect to such Mortgage Loan. If one or more (but not all) of the Mortgage Loans constituting a Cross-Collateralized Group are to be repurchased by a Mortgage Loan Seller as contemplated by this Section 2.03(a), then, prior to the subject repurchase, the applicable Mortgage Loan Seller or its designee shall use its reasonable efforts, subject to the terms of the related Mortgage Loan(s), to prepare and, to the extent necessary and appropriate, have executed by the related Mortgagor and record, such documentation as may be necessary to terminate the cross-collateralization between the Mortgage Loan(s) in such Cross-Collateralized Group that are to be repurchased, on the one hand, and the remaining Mortgage Loan(s) therein, on the other hand, such that those two groups of Mortgage Loans are each secured only by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly corresponding thereto; provided that no such termination shall be effected unless and until (i) the Controlling Class Directing Holder acting as the Directing Holder, if one is then acting, has consented (which consent shall not be unreasonably withheld and shall be deemed to have been given if no written objection is received by the applicable Mortgage Loan Seller within 10 Business Days of such Directing Holder's receipt of a written request for such consent), (ii) the Trustee has received from the applicable Mortgage Loan Seller (A) an Opinion of Counsel to the effect that such termination would not cause an Adverse REMIC Event to occur with respect to either REMIC Pool and (B) written confirmation from each Rating Agency that such termination would not cause an Adverse Rating Event to occur with respect to any Class of Certificates, (iii) the debt service coverage ratio for the four preceding calendar quarters for all of the Mortgage Loans relating to such Cross-Collateralized Group remaining is not less than 0.05x below the debt service coverage ratio for all Mortgage Loans of such Cross-Collateralized Group (including the affected Mortgage Loan) set forth in the Prospectus Supplement, (iv) the loan-to-value ratio for all of the Mortgage Loans of such Cross-Collateralized Group remaining is not greater than 5% more than the loan-to-value ratio for all Mortgage Loans of such Cross-Collateralized Group (including the affected Mortgage Loan) set forth in the Prospectus Supplement; and provided, further, that the applicable Mortgage Loan Seller may, at its option, purchase the entire subject Cross-Collateralized Group in lieu of effecting a termination of the cross-collateralization. All costs and expenses incurred by the Trustee or any Person on its behalf pursuant to this paragraph shall be included in the calculation of the Purchase Price for the Mortgage Loan(s) to be repurchased. If the cross-collateralization of any Cross-Collateralized Group is not or cannot be terminated as contemplated by this paragraph, then, for purposes of (i) determining whether any Breach or Document Defect, as the case may be, is a Material Breach or Material Document Defect, and (ii) the application of remedies, such Cross-Collateralized Group shall be treated as a single Mortgage Loan. In the event that either pursuant to a settlement agreed to by the Trustee or the Special Servicer, as the case may be, on behalf of the Trust (it being understood that the provisions of this paragraph shall not constitute a waiver of the Trust's rights under the prior paragraphs of this Section 2.03(a) or a judicial order), a Mortgage Loan Seller makes a cash payment, either as a cure of a Material Breach or a Material Document Defect, or in lieu of a repurchase of a Mortgage Loan on which a Material Breach or a Material Document Defect exists (or is alleged to exist) (each such payment, a "Loss of Value Payment") with respect to such Mortgage Loan, the amount of each such Loss of Value Payment shall be determined either (i) by mutual agreement of the Special Servicer on behalf of the Trust with respect to the subject Material Breach or Material Document Defect, as the case may be, and such Mortgage Loan Seller or (ii) by judicial decision. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Breach or Material Document Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Breach or Material Document Defect or repurchase the affected Mortgage Loan based on such Material Breach or Material Document Defect under any circumstances. In the event there is a Loss of Value Payment made by a Mortgage Loan Seller in accordance with this Section 2.03(a), the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05B. (b) In connection with any repurchase of a Mortgage Loan pursuant to this Section 2.03, and subject to Section 3.26, the Trustee, the Custodian, the Master Servicer and the Special Servicer shall each tender to the repurchasing entity, upon delivery to each of them of a receipt executed by the repurchasing entity, all portions (including, without limitation, the Servicing File) of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the repurchasing entity or its designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to the Trustee; provided that such tender by the Trustee shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an Officer's Certificate to the effect that the requirements for repurchase have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(c), and such other instruments as may be necessary or appropriate to transfer title to an REO Property in connection with the repurchase of an REO Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer. (c) Notwithstanding the foregoing, if there exists a Breach of that portion of the representation or warranty on the part of a Mortgage Loan Seller set forth in, or made pursuant to, paragraph 23 or paragraph 43 of Exhibit B to the applicable Mortgage Loan Purchase Agreement, specifically relating to whether or not the Mortgage Loan documents or any particular Mortgage Loan document for any Mortgage Loan requires the related Mortgagor to bear the cost of Rating Agency fees reflected in paragraph 23 or reasonable costs and expenses associated with a defeasance, as set forth in paragraph 43 of Exhibit B to the Mortgage Loan Purchase Agreement (any such fees, costs or expenses, referred to in this subsection (d) as "Covered Costs"), then the Master Servicer shall direct the applicable Mortgage Loan Seller in writing to wire transfer to the Pool Custodial Account, within 90 days of receipt of such direction, the amount of any such reasonable costs and expenses incurred by the Trust that (i) otherwise would have been required to be paid by the Mortgagor if such representation or warranty with respect to such costs and expenses had in fact been true, as set forth in the related representation or warranty, (ii) have not been paid by the Mortgagor, (iii) are the basis of such Breach and (iv) constitute "Covered Costs." If any amount is due under the preceding sentence for the North Star Mall Mortgage Loan, the Mall St. Matthews Mortgage Loan or the Grand Canal Shoppes at the Venetian Trust Loan, then each of Commerzbank and GSMC shall be required to wire transfer only such party's pro rata share (i.e., 50% each with respect to the North Star Mall Mortgage Loan and the Mall St. Matthews Mortgage Loan, and with respect to the Grand Canal Shoppes at the Venetian Trust Loan, 23.42% and 76.58%, respectively) of such amount. Upon payment of such costs, the applicable Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. Provided that such payment is made, this paragraph describes the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Breach, regardless of whether it constitutes a Material Breach, and neither the Depositor nor the applicable Mortgage Loan Seller shall be obligated to otherwise cure such Breach or repurchase the affected Mortgage Loan under any circumstances. Amounts deposited in the Pool Custodial Account pursuant to this paragraph shall constitute "Liquidation Proceeds" for all purposes of this Agreement (other than Section 3.11(c)). (d) Each Mortgage Loan Purchase Agreement and Section 2.03(a) provide the sole remedies available to the Certificateholders, or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan. Section 2.04 Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders and to the Fiscal Agent, the Master Servicer, the Special Servicer and Companion Loan Noteholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor's assets or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Depositor of this Agreement; (iv) There is no action, suit or proceeding pending or, to the Depositor's knowledge, threatened against the Depositor in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and (v) The Depositor is the lawful owner of the Mortgage Loans free and clear of all liens, claims, encumbrances and other interests with the full right to transfer the Mortgage Loans to the Trust and the Mortgage Loans have been validly transferred to the Trust. The representations, warranties and covenants of the Depositor set forth in this Section 2.04 shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of such representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the other parties. Section 2.05 Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans, and, subject to Sections 2.01 and 2.02, the delivery to it or a Custodian on its behalf of the Mortgage Files and a fully executed original counterpart of the Mortgage Loan Purchase Agreement, together with the assignment to it of all other assets included in the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests to or upon the order of the Depositor, (ii) acknowledges and hereby declares that it holds the Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and Holders of the Certificates (other than the Class R-I Certificates) and (iii) acknowledges the execution by the Certificate Registrar and the authentication and delivery by the Authenticating Agent of the Class R-I Certificates to or upon the order of the Depositor, in exchange for the Mortgage Loans, receipt of which is hereby acknowledged, and immediately thereafter, the Trustee acknowledges that it has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Interest Certificates and the Class R-II Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC. ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND Section 3.01 Administration of the Loans. (a) All of the Serviced Loans and REO Properties (which does not include the Non-Serviced Loan Groups) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of the Companion Loans, on behalf of the related Companion Loan Noteholders), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced Loans and, in the case of the Loan Groups, the related Co-Lender Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group, if any, as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.22, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Loan and REO Property and shall render such services with respect to the Performing Serviced Loans as are specifically provided for herein. All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22. The parties hereto acknowledge that the Non-Serviced Loan Groups and any related REO property are being serviced and administered under the applicable Lead PSA and the applicable Lead Master Servicer will make any advances required thereunder in respect of such loan and remit collections on the Non-Serviced Trust Loans to or on behalf of the Trust. The Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall have no obligation or authority to supervise the applicable Lead Master Servicer, the applicable Lead Special Servicer, the applicable Lead Trustee or the applicable Lead Fiscal Agent or to make Servicing Advances or P&I Advances, except as described in Section 4.03A with respect to P&I Advances to be made by the Master Servicer, the Trustee or the Fiscal Agent with respect to certain of the Non-Serviced Trust Loans. Although the Non-Serviced Loan Groups are being serviced under the applicable Lead PSA, the Controlling Class Directing Holder will have certain rights relating to the servicing of the Non-Serviced Loan Groups pursuant to the applicable Lead PSA and the applicable Co-Lender Agreement. The obligation of the Master Servicer to provide information and collections to the Trustee and the Certi?cateholders with respect to the Non-Serviced Loan Groups shall be dependent on its receipt of the corresponding information and collections from the applicable Lead Master Servicer or the applicable Lead Special Servicer. (b) Subject to Section 3.01(a) and Section 6.11 (taking account of Section 6.11(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through sub-servicers, to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders, the Trustee and the Companion Loan Noteholders or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.21 and Section 6.11 (taking account of Section 6.11(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the Loan Groups are subject to the terms and conditions of the applicable Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the Loan Group Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or Subordinate Companion Loan Noteholder under the applicable Co-Lender Agreement, including with respect to (i) the allocation of collections on or in respect of the Loan Groups in accordance with the applicable Co-Lender Agreement, (ii) the making of payments to the Loan Group Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or Subordinate Companion Loan Noteholder in accordance with the applicable Co-Lender Agreement, (iii) the purchase of the Loan Group Trust Mortgage Loans by the related Subordinate Companion Loan Noteholders or their designees in accordance with the applicable Co-Lender Agreement, and, if applicable, other related Companion Loan Noteholders under the applicable Lead PSA and (iv) in the case where a Companion Loan Noteholder is the Directing Holder, the right of such Directing Holder to cure a default of the related Mortgagor in accordance with the applicable Co-Lender Agreement. Notwithstanding the foregoing, if, at such time as any Serviced Loan Group Trust Mortgage Loan shall no longer be part of the Trust Fund and a separate servicing agreement with respect to the related Loan Group has not been entered into in accordance with the terms of the related Co-Lender Agreement, then, until such time as a separate servicing agreement is entered into and any required Rating Agency confirmation is obtained, and notwithstanding that such Serviced Loan Group Trust Mortgage Loan is no longer part of the Trust Fund, the Master Servicer and, if applicable, the Special Servicer shall continue to service such Loan Group or any related Loan Group REO Properties, as the case may be, under this Agreement as if it were a separate servicing agreement (without, subject to the applicable Co-Lender Agreement, any obligation of the Master Servicer, Special Servicer, Trustee or Fiscal Agent to make any Advance on such Serviced Loan Group Trust Mortgage Loan that is no longer part of the Trust Fund), for the benefit of each holder of a Loan in such Loan Group, and under any related Co-Lender Agreement, with: (i) such Loan Group and the related Loan Group Mortgaged Properties constituting the sole assets thereunder; and (ii) references to the "Trustee," "Trust," "Certificateholders" (or any sub-group thereof) and the "Controlling Class Directing Holder" being construed to refer to the new holder of the Serviced Loan Group Trust Mortgage Loan that is no longer included in the Trust Fund under the applicable Co-Lender Agreement. (d) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and the Companion Loan Noteholders under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Section 3.02 Collection of Loan Payments. (a) Each of the Master Servicer (with respect to Performing Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall undertake reasonable efforts to collect all payments required under the terms and provisions of the Serviced Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard. The Special Servicer shall ensure that, with respect to Specially Serviced Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Loan, or the Master Servicer, with regard to a Performing Serviced Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment. (b) [Reserved] (c) Except in the case of the Loan Groups, amounts Received in respect of or allocable to any particular Mortgage Loan (whether or not such Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to amounts due and owing under the related Mortgage Note and Mortgage (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note and Mortgage and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, as follows (without duplication): first, as a recovery of any related and unreimbursed Servicing Advances (together with interest thereon), and if applicable, unpaid Liquidation Expenses, in each case to the extent such application is permitted under the terms of the related Loan documents; second, as a recovery of any Nonrecoverable Advance and Unliquidated Advance in respect of such Mortgage Loan and, in each case, interest thereon that was reimbursed from general principal collections on the Mortgage Pool, to the extent such application is permitted under the terms of the related Loan documents; third, as a recovery of accrued and unpaid interest on, and principal of, such Mortgage Loan to the extent of any outstanding P&I Advances and unpaid Master Servicing Fees in respect of such Mortgage Loan; fourth, as a recovery of any remaining accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate to, but not including, the related Due Date; fifth, as a recovery of any remaining principal of such Mortgage Loan then due and owing, including by reason of acceleration of the Mortgage Loan following a default thereunder (or, if a Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery of principal to the extent of its entire remaining unpaid principal balance); sixth, unless a Liquidation Event has occurred with respect to such Mortgage Loan, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and similar items; seventh, unless a Liquidation Event has occurred with respect to such Mortgage Loan, as a recovery of Reserve Funds to the extent then required to be held in escrow; eighth, as a recovery of any Prepayment Premium or Yield Maintenance Charge then due and owing under such Mortgage Loan; ninth, as a recovery of any Default Charges then due and owing under such Mortgage Loan; tenth, as a recovery of any assumption fees, modification fees and extension fees then due and owing under such Mortgage Loan; eleventh, as a recovery of any other amounts then due and owing under such Mortgage Loan; and, twelfth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance. All amounts Received with respect to any Loan Group shall be applied to amounts due and owing under such Loan Group (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Notes, the related Mortgage and the related loan agreement, and in the absence of such express provisions, in accordance with the provisions of the related Co-Lender Agreement. Section 3.03 Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Loans, establish and maintain one or more accounts, in which all related Escrow Payments shall be deposited and retained (each a "Servicing Account"). Subject to the terms of the related Loan documents, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (to the extent of amounts on deposit therein in respect of the related Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposes: (i) consistent with the related Loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) to pay interest, if required and as described below, to Mortgagors on balances in such Servicing Account; (v) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(b), if and to the extent not required by law or the terms of the related Loan documents to be paid to the Mortgagor; or (vi) to clear and terminate such Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable Loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing Accounts, if required by law or the terms of the related Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. (b) The Master Servicer shall, as to each and every Serviced Loan, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Loan requires the related Mortgagor to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Loan (or, if such Serviced Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.12(d), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor has failed to pay such item on a timely basis. All such Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors, and further as provided in Section 3.05(a) or 3.05A. No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes of this Agreement, including the Trustee's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Loans, notwithstanding that the terms of such Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced Loans, establish and maintain, as applicable, one or more accounts ("Reserve Accounts"), into which all Reserve Funds, if any, shall be deposited and retained. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, and (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below. To the extent permitted in the applicable Loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related Loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer. Section 3.04 Pool Custodial Account, Defeasance Deposit Account, Distribution Account, Interest Reserve Account and Excess Liquidation Proceeds Account. (a) The Master Servicer shall establish and maintain one or more separate accounts (collectively, the "Pool Custodial Account"), in which the amounts described in clauses (i) through (ix) below (which shall not include any amounts allocable to the Companion Loans) shall be deposited and held on behalf of the Trustee in trust for the benefit of the Certificateholders and the Trustee as the Holder of the Uncertificated Lower-Tier Interests. The Pool Custodial Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the Pool Custodial Account, within one Business Day of receipt (in the case of payments by Mortgagors or other collections on the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made by the Master Servicer or on its behalf subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due and payable on or before the Cut-off Date, which amounts shall be delivered promptly to the Depositor or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse, and other than amounts required to be deposited in the Defeasance Deposit Account), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto: (i) all payments on account of principal of the Serviced Loans, including Principal Prepayments, and regardless of whether those payments are made by the related Mortgagor or any related guarantor, out of any related Reserve Funds maintained for such purpose, out of collections on any related Defeasance Collateral or from any other source; (ii) all payments on account of interest on the Serviced Loans, including Default Interest, and regardless of whether those payments are made by the related Mortgagor or any related guarantor, out of any related Reserve Funds maintained for such purpose, out of collections on any related Defeasance Collateral or from any other source; (iii) all Prepayment Premiums, Yield Maintenance Charges and late payment charges received in respect of any Serviced Loan; (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of any Serviced Loan (including any amounts paid by a Mortgagor or received as Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds that represent recoveries for an Advance (or interest thereon) that was previously reimbursed to the party that made such Advance as either a Nonrecoverable Advance or as a Workout-Delayed Reimbursement Amount); (v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Pool Custodial Account; (vi) any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket hazard policy; (vii) any amounts required to be transferred from an REO Account pursuant to Section 3.17(c); (viii) insofar as they do not constitute Escrow Payments, any amounts paid by a Mortgagor specifically to cover items for which a Servicing Advance has been made; (ix) all amounts remitted or advanced by the applicable Lead Master Servicer in respect of the Non-Serviced Trust Loans pursuant to the applicable Lead PSA; and (x) any Loss of Value Payments, as set forth in Section 3.05B. provided that any amounts described in clauses (i) through (iv) and (vi) through (viii) above that relate to any Serviced Loan Group or any related REO Property (other than Liquidation Proceeds derived from the sale of the Mortgage Loans to or through the Companion Loan Noteholders pursuant to the Co-Lender Agreement or as a Specially Serviced Loan pursuant to Section 3.19 or the repurchase of a Mortgage Loan by a Mortgage Loan Seller) shall be deposited in the applicable Loan Group Custodial Account, and, in any such case, shall thereafter be transferred to the Pool Custodial Account as provided in Section 3.05A. Pursuant to the related Mortgage Loan Purchase Agreement, Greenwich Capital Financial Products, Inc., on the Closing Date, shall be required to deposit in the Pool Custodial Account the 1440 Broadway Interest Deposit to be distributed on the first Distribution Date. The foregoing requirements for deposit in the Pool Custodial Account shall be exclusive. Notwithstanding the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, Reserve Funds, assumption fees, assumption application fees, funds representing a Mortgagor's payment of costs and expenses associated with assumptions and defeasance, modification fees, extension fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees not expressly referred to in the prior paragraph need not be deposited by the Master Servicer in the Pool Custodial Account. If the Master Servicer shall deposit in the Pool Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Pool Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(c), all assumption fees and assumption application fees (or the applicable portions thereof) and other transaction fees received by the Master Servicer to which the Special Servicer is entitled pursuant to such Section upon receipt of a written statement (on which the Master Servicer is entitled to rely) of a Servicing Officer of the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, in which case a written statement is not required). The Pool Custodial Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage-backed securities of other series and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) and (vi) through (viii) above with respect to any Mortgage Loan (other than any Mortgage Loan that is part of a Serviced Loan Group), the Special Servicer shall promptly, but in no event later than two Business Days after receipt, remit such amounts to the Master Servicer for deposit into the Pool Custodial Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property (other than an REO Property that relates to a Loan Group) shall be deposited by the Special Servicer into the Pool REO Account and thereafter remitted to the Master Servicer for deposit into the Pool Custodial Account as and to the extent provided in Section 3.17(c). If and when any Mortgagor under a Defeasance Loan that is a Serviced Loan elects to defease all or any part of its Loan and, pursuant to the provisions of the related Loan documents, delivers cash to the Master Servicer to purchase the required Defeasance Collateral, the Master Servicer shall establish and maintain one or more separate segregated accounts (collectively, the "Defeasance Deposit Account"), in which the Master Servicer shall deposit such cash within one Business Day of receipt by the Master Servicer. The Master Servicer shall retain such cash in the Defeasance Deposit Account pending its prompt application to purchase Defeasance Collateral. The Master Servicer shall hold such cash and maintain the Defeasance Deposit Account on behalf of the Mortgagor, as beneficial owner of the Defeasance Collateral, and the Trustee and, in the case of the Loan Groups, the Companion Loan Noteholders, to secure payment on the related Defeasance Loan. The Defeasance Deposit Account shall be an Eligible Account. To the extent permitted by law or the applicable Defeasance Loan, prior to the purchase of Defeasance Collateral, funds in the Defeasance Deposit Account may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the related Mortgagor(s) interest, if any, earned on the investment of funds in the Defeasance Deposit Account, if required by law or the terms of the related Loan(s). (b) The Trustee shall establish and maintain one or more trust accounts (collectively, the "Distribution Account") to be held in trust for the benefit of the Certificateholders. Each account that constitutes the Distribution Account shall be an Eligible Account. The Distribution Account shall be deemed to consist of three separate sub-accounts, which shall be established and maintained on a book-entry basis: the Lower-Tier Distribution Account, the Upper-Tier Distribution Account and the Interest Reserve Account. The Master Servicer shall deliver to the Trustee each month on or before the Master Servicer Remittance Date, for deposit in the Lower-Tier Distribution Account, an aggregate amount of immediately available funds equal to the Master Servicer Remittance Amount for such Master Servicer Remittance Date, together with, in the case of the final Distribution Date, any additional amounts contemplated by the second paragraph of Section 9.01. Notwithstanding anything herein to the contrary, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account and the Interest Reserve Account may be maintained as part of a single Distribution Account. Amounts actually deposited into or distributed from the Distribution Account will be deemed to be deposited or distributed from the Lower-Tier Distribution Account, the Upper-Tier Distribution Account or the Interest Reserve Account, as applicable. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee (without duplication) for deposit in the Lower-Tier Distribution Account: (i) any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03(a); and (ii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.20(a) in connection with Prepayment Interest Shortfalls. The Trustee shall, upon receipt, deposit in the Lower-Tier Distribution Account, any and all amounts received by the Trustee that are required by the terms of this Agreement to be deposited therein. Promptly on each Distribution Date, the Trustee shall be deemed to withdraw from the Lower-Tier Distribution Account and deposit in the Upper-Tier Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount and the amount of any Net Prepayment Consideration for such Distribution Date allocated in payment of the Uncertificated Lower-Tier Interests as specified in Sections 4.01(i) and 4.01(j), respectively. In the event that the Master Servicer fails, on any Master Servicer Remittance Date, to remit to the Trustee any amount(s) required to be so remitted to the Trustee hereunder by such date, the Master Servicer shall pay the Trustee, for the account of the Trustee, interest, calculated at the Prime Rate, on such amount(s) not timely remitted, from and including that Master Servicer Remittance Date, to but not including the date such payment was made. On the Master Servicer Remittance Date in March of each year (commencing in March 2005), the Trustee shall transfer from the Interest Reserve Account to the Lower-Tier Distribution Account all Interest Reserve Amounts then on deposit in the Interest Reserve Account with respect to the Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans. As and when required pursuant to Section 3.04(d), the Trustee shall transfer monies from the Excess Liquidation Proceeds Account to the Lower-Tier Distribution Account. (c) The Trustee shall establish and maintain one or more accounts (collectively, the "Interest Reserve Account"), which may be a sub-account of the Distribution Account, to be held in trust for the benefit of the Certificateholders and the Trust as Holder of the Uncertificated Lower-Tier Interests. Each account that constitutes the Interest Reserve Account shall be an Eligible Account. On each Distribution Date in February and, during a year that is not a leap year, in January, prior to any distributions being made in respect of the Certificates on such Distribution Date, the Trustee shall withdraw from the Lower-Tier Distribution Account and deposit in the Interest Reserve Account with respect to each Interest Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, an amount equal to the Interest Reserve Amount (including the Initial Interest Reserve Account Deposit), if any, in respect of such Mortgage Loan or REO Mortgage Loan, as the case may be, for such Distribution Date. Pursuant to each Mortgage Loan Purchase Agreement, each Mortgage Loan Seller, on the Closing Date, shall be required to deposit in the Interest Reserve Account the Interest Reserve Amounts to be distributed on the first Distribution Date for the Interest Reserve Mortgage Loans. Notwithstanding that the Interest Reserve Account, the Lower-Tier Distribution Account and the Upper-Tier Distribution Account may be sub-accounts of the Distribution Account for reasons of administrative convenience, the Interest Reserve Account, the Lower-Tier Distribution Account and the Upper-Tier Distribution Account shall, for all purposes of this Agreement (including the obligations and responsibilities of the Trustee hereunder), be considered to be and shall be required to be treated as, separate and distinct accounts. The Trustee shall indemnify and hold harmless the Trust Fund against any losses arising out of the failure by the Trustee to perform its duties and obligations hereunder as if such accounts were separate. The provisions of this paragraph shall survive any resignation or removal of the Trustee and appointment of a successor trustee. (d) If any Excess Liquidation Proceeds are received on the Mortgage Pool, the Trustee shall establish and maintain one or more accounts (collectively, the "Excess Liquidation Proceeds Account") to be held in trust for the benefit of the Certificateholders. Each account that constitutes the Excess Liquidation Proceeds Account shall be an Eligible Account. On each Master Servicer Remittance Date, the Master Servicer shall withdraw from the Pool Custodial Account and remit to the Trustee for deposit in the Excess Liquidation Proceeds Account all Excess Liquidation Proceeds received during the Collection Period ending on the Determination Date immediately prior to such Master Servicer Remittance Date. (e) Funds in the Pool Custodial Account may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Funds in the Distribution Account (and all subaccounts thereof) and the Excess Liquidation Proceeds Account shall remain uninvested. The Master Servicer shall give notice to the Trustee, the Special Servicer and the Rating Agencies of the location of the Pool Custodial Account as of the Closing Date and of the new location of the Pool Custodial Account within two Business Days of any change thereof. As of the Closing Date, the Distribution Account (and all subaccounts thereof) and, when established, the Excess Liquidation Proceeds Account shall be located at the Trustee's offices in Chicago, Illinois. The Trustee shall give notice to the Master Servicer, the Special Servicer and the Rating Agencies of any change in the location of the Distribution Account (and all subaccounts thereof), the Interest Reserve Account or the Excess Liquidation Proceeds Account prior to any change thereof. (f) If any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case may be, pursuant to or as contemplated by Section 2.03(a), the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively, the "Loss of Value Reserve Fund") to be held in trust for the benefit of the Certificateholders, for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. Section 3.04A. Loan Group Custodial Account. (a) The Master Servicer shall establish and maintain, with respect to each Serviced Loan Group, one or more sub-accounts of a single account (with respect to each Loan Group, the "Loan Group Custodial Account") in which the amounts described in clauses (i) through (ix) below shall be deposited and held in trust for the benefit of the related Loan Group Noteholders, as their interests may appear; provided that a Loan Group Custodial Account may be a sub-account of another Custodial Account. Each of the Loan Group Custodial Accounts shall be a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the applicable Loan Group Custodial Account, within one Business Day of receipt (in the case of payments or other collections on such Loan Group) or as otherwise required hereunder, the following payments and collections received or made by the Master Servicer or on its behalf with respect to the related Loan Group subsequent to the Cut-off Date (other than in respect of principal and interest on such Loan Group due and payable on or before the Cut-off Date, which payments shall be held pursuant to the terms of the related Co-Lender Agreement, and other than amounts required to be deposited in the Defeasance Deposit Account): (i) all payments on account of principal of the applicable Loan Group, including Principal Prepayments, and regardless of whether those payments are made by the related Mortgagor or any related guarantor, out of any related Reserve Funds maintained for such purpose, out of collections on any related Defeasance Collateral or from any other source; (ii) all payments on account of interest on the applicable Loan Group, including Default Interest, and regardless of whether those payments are made by the related Mortgagor or any related guarantor, out of any related Reserve Funds maintained for such purpose, out of collections on any related Defeasance Collateral or from any other source; (iii) all Prepayment Premiums, Yield Maintenance Charges and/or late payment charges received in respect of the applicable Loan Group; (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of the applicable Loan Group (other than Liquidation Proceeds derived from the sale of any Mortgage Loans to or through the related Subordinate Companion Loan Noteholder or the repurchase of a Mortgage Loan by a Mortgage Loan Seller, which shall be deposited directly into the Pool Custodial Account) (including any amounts paid by a Mortgagor or received as Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds that represent recoveries for an Advance (or interest thereon) that was previously reimbursed to the party that made such Advance as either a Nonrecoverable Advance or as a Workout-Delayed Reimbursement Amount); (v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the applicable Loan Group Custodial Account; (vi) any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with losses with respect to the applicable Loan Group resulting from a deductible clause in a blanket hazard policy; (vii) any amounts required to be transferred from the related Loan Group REO Account pursuant to Section 3.17(c); (viii) insofar as they do not constitute Escrow Payments, any amounts paid by the related Mortgagor with respect to the applicable Loan Group specifically to cover items for which a Servicing Advance has been made; (ix) any P&I Advances required to be made by the Master Servicer with respect to a Loan Group Trust Mortgage Loan in accordance with Section 4.03A; and (x) any Loss of Value Payments, as set forth in Section 3.05B. The foregoing requirements for deposit in the applicable Loan Group Custodial Account shall be exclusive. Notwithstanding the foregoing, actual payments from the related Mortgagor in respect of all Loan Groups in the nature of Escrow Payments, Reserve Funds, assumption fees, assumption application fees, funds representing such Mortgagor's payment of costs and expenses associated with assumptions and defeasance, modification fees, extension fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees not expressly referred to in the prior paragraph need not be deposited by the Master Servicer in the applicable Loan Group Custodial Account. If the Master Servicer shall deposit into a Loan Group Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Group Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(c), all assumption fees and assumption application fees (or the applicable portions thereof) and other transaction fees received by the Master Servicer with respect to all Loan Groups, to which the Special Servicer is entitled pursuant to such section, upon receipt of a written statement of a Servicing Officer of the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, in which case a written statement is not required). Each Loan Group Custodial Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage-backed securities of other series and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) and (viii) above with respect to a Loan Group, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the related Loan Group Custodial Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any Loan Group shall initially be deposited by the Special Servicer into the related REO Account and thereafter remitted to the Master Servicer for deposit into the related Loan Group Custodial Account, all in accordance with Section 3.17(c). (g) If and when the related Mortgagor elects to defease a Serviced Loan Group, the provisions of the last paragraph of Section 3.04(a) relating to the Defeasance Deposit Account shall apply. (h) The Master Servicer shall give notice to the Trustee, the related Companion Loan Noteholders and the Special Servicer of the location of the related Loan Group Custodial Account when first established and of the new location of such Custodial Account prior to any change thereof. (i) With respect to the Companion Loan for the Tier 2 Loan Group, as to which a separate primary servicer is collecting the Monthly Payment on the Companion Loan, all Monthly Payments in respect of the related Companion Loan will be made directly to such primary servicer until (i) either the Companion Loan or the related Loan Group Trust Mortgage Loan is accelerated, (ii) the occurrence and continuation of a monetary event of default under the Loan Group or (iii) the occurrence and continuation of an event of default under the related Loan Group caused by certain insolvency actions as set forth in the related intercreditor agreement. Section 3.05 Permitted Withdrawals From the Pool Custodial Account, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account. (a) The Master Servicer may, from time to time, make withdrawals from the Pool Custodial Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals): (i) to remit to the Trustee for deposit in the Distribution Account the amounts required to be so deposited pursuant to the first paragraph of Section 3.04(b), and any amounts that may be applied to make P&I Advances pursuant to Section 4.03(a); (ii) to reimburse the Fiscal Agent, the Trustee and itself, in that order, for unreimbursed P&I Advances made thereby with respect to the Mortgage Pool (excluding any P&I Advances made with respect to any Mortgage Loan that is part of a Serviced Loan Group and any related REO Loans), the Fiscal Agent's, the Trustee's and Master Servicer's, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any such P&I Advance being limited to amounts on deposit in the Pool Custodial Account that represent Late Collections of interest and principal (net of the related Master Servicing Fees and any related Workout Fees or Liquidation Fees) received in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made; provided, however, that if any P&I Advance that was made with respect to the Mortgage Pool (including any Mortgage Loans that are part of a Serviced Loan Group and any related REO Loans) becomes a Workout-Delayed Reimbursement Amount, then such P&I Advance shall thereafter be reimbursed from the portion of general collections and recoveries on or in respect of all of the Mortgage Loans and REO Properties on deposit in the Pool Custodial Account from time to time that represent collections or recoveries of principal to the extent provided in clause (vii) below until such Advance becomes a Nonrecoverable Advance; (iii) to pay (A) to itself earned and unpaid Master Servicing Fees with respect to the Mortgage Pool (exclusive of the Serviced Loan Group Trust Mortgage Loans and any related REO Mortgage Loans), the Master Servicer's right to payment pursuant to this clause (iii)(A) with respect to any such Master Servicing Fees being limited to amounts on deposit in the Pool Custodial Account that are allocable as a recovery of interest on or in respect of the Mortgage Loan or REO Mortgage Loan as to which such Master Servicing Fees were earned, and (B) to itself, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, any Master Servicing Fee earned in respect of any Mortgage Loan or REO Mortgage Loan (including any Loan Group Trust Mortgage Loans and/or any related REO Mortgage Loans, to the extent not paid from the related Loan Group Custodial Account pursuant to Section 3.05A) that remains unpaid after the application of clause (A) above following a Final Recovery Determination made with respect to such Mortgage Loan or the related REO Property and the deposit into the Pool Custodial Account of all amounts received in connection with such Final Recovery Determination; (iv) to pay to the Special Servicer, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, earned and unpaid Special Servicing Fees in respect of each Specially Serviced Loan and REO Mortgage Loan (including the Loan Group Trust Mortgage Loans and/or any related REO Mortgage Loans, to the extent not paid from the related Loan Group Custodial Account pursuant to Section 3.05A); (v) to pay the Special Servicer (or, if applicable, a predecessor Special Servicer) any earned and unpaid Workout Fees and Liquidation Fees in respect of each Specially Serviced Loan, Corrected Loan and/or REO Mortgage Loan (including the Loan Group Trust Mortgage Loans and/or any related REO Mortgage Loans, to the extent not paid from the related Loan Group Custodial Account pursuant to Section 3.05A), as applicable, in the amounts and from the sources specified in Section 3.11(b); (vi) to reimburse the Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, for any unreimbursed Servicing Advances made thereby with respect to any Mortgage Loan or REO Property (other than the Loan Group Trust Mortgage Loans and/or any related REO Properties), the Fiscal Agent's, the Trustee's, the Master Servicer's and the Special Servicer's respective rights to reimbursement pursuant to this clause (vi) with respect to any Servicing Advance being limited to amounts on deposit in the Pool Custodial Account that represent payments made by the related Mortgagor to cover the item for which such Servicing Advance was made, and to amounts on deposit in the Pool Custodial Account that represent Liquidation Proceeds (net of Liquidation Fees or Workout Fees payable therefrom), Condemnation Proceeds, Insurance Proceeds and, if applicable, REO Revenues received in respect of the particular Mortgage Loan or REO Property as to which such Servicing Advance was made; provided, however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then such Servicing Advance shall thereafter be reimbursed from the portion of general collections and recoveries on or in respect of all of the Mortgage Loans and REO Properties on deposit in the Pool Custodial Account from time to time that represent collections or recoveries of principal to the extent provided in clause (vii) below until such Advance becomes a Nonrecoverable Advance; (vii) to reimburse the Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account first from such amounts that are allocated to the Sub-Pool to which the subject Loan belongs and second from any other amounts on deposit in the Pool Custodial Account for (1)(a) any unreimbursed Advances that have been or are determined to be Nonrecoverable Advances and (b) with respect to the Grand Canal Shoppes at the Venetian Loan Group and, during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Loan Group, to reimburse the 2004-GG2 Fiscal Agent or the 1370 Avenue of the Americas Fiscal Agent, as applicable, the 2004-GG2 Trustee or the 1370 Avenue of the Americas Trustee, as applicable, and the 2004-GG2 Master Servicer or 1370 Avenue of the Americas Master Servicer, as applicable, in that order, for any unreimbursed servicing advances made by any such party pursuant to the 2004-GG2 PSA or 1370 Avenue of the Americas PSA, as applicable, in respect of such Loan Group that have been or are determined to be nonrecoverable advances pursuant to the terms of the 2004-GG2 PSA or 1370 Avenue of the Americas PSA, as applicable (up to, with respect to Servicing Advances, the corresponding Loan Group Trust Mortgage Loan's proportionate share of such advance, or if such amount, together with amounts available in the trust fund created under the 2004-GG2 PSA or the 1370 Avenue of the Americas PSA, as applicable, is insufficient to reimburse the party that made such advance, then up to the full amount of such advance), and (2) for any Workout-Delayed Reimbursement Amounts, such reimbursement to be made out of the principal portion of the general collections on the Mortgage Loans and REO Properties, net of such amounts being reimbursed pursuant to clause (1) above, until such Workout-Delayed Reimbursement Amount becomes a Nonrecoverable Advance, in which event it shall be reimbursable pursuant to clause (1) above; provided that the amounts referred to in clause (1) above may be withdrawn over time in accordance with Section 3.05(e); (viii) to pay the Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, any interest accrued and payable in accordance with Section 3.12(b), 4.03(d) or 4.03A(d), as applicable, on any Advance made thereby with respect to the Mortgage Pool (exclusive of the Serviced Loan Group Trust Mortgage Loans and any related REO Mortgage Loans), the Fiscal Agent's, the Trustee's, the Master Servicer's and the Special Servicer's respective rights to payment pursuant to this clause (viii) with respect to interest on any such Advance being limited to amounts on deposit in the Pool Custodial Account that represent Default Charges collected on or in respect of the related Mortgage Loan during the Collection Period in which such Advance is reimbursed, as and to the extent contemplated by Sections 3.27(a) and (b); (ix) to pay, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, the Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, any interest accrued and payable in accordance with Section 3.12(b), 4.03(d) or 4.03A(d), as applicable, (i) on any Advance (including any Advance that constitutes a Workout-Delayed Reimbursement Amount) made thereby with respect to the Mortgage Pool or (ii) any servicing advance made by the 2004-GG2 Master Servicer or the 1370 Avenue of the Americas Master Servicer, as applicable, the 2004-GG2 Special Servicer or the 1370 Avenue of the Americas Special Servicer, as applicable, the 2004-GG2 Trustee or the 1370 Avenue of the Americas Trustee, as applicable, or the 2004-GG2 Fiscal Agent or the 1370 Avenue of the Americas Fiscal Agent, as applicable, with respect to the Grand Canal Shoppes at the Venetian Loan Group and, during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Loan Group, but only to the extent that such Advance has been reimbursed and the interest thereon is not otherwise payable as contemplated by the immediately preceding clause (viii) or Section 3.05A, as applicable; (x) to pay, out of amounts on deposit in the Pool Custodial Account that represent Default Charges collected on or in respect of the related Mortgage Loan and not otherwise applied as contemplated by clause (viii) above, any unpaid expense (other than interest accrued on Advances, which is payable pursuant to clause (viii) above, and other than Special Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to any Mortgage Loan or REO Mortgage Loan that, if paid from a source other than Default Charges, would constitute an Additional Trust Fund Expense, as and to the extent contemplated by Sections 3.27(a) and (b); (xi) to pay, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, (A) costs and expenses incurred by the Trust Fund pursuant to Section 3.09(c) (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance), (B) the cost of an independent appraiser or other expert in real estate matters retained pursuant to Sections 3.12(d), 3.19(g), or 4.03(c), and (C) the fees of any Independent Contractor retained with respect to any related REO Property pursuant to Section 3.18(d) (to the extent that it has not paid itself such fees prior to remitting collections on such REO Property to the Special Servicer); provided that, in the case of a Loan Group Mortgaged Property, any payment pursuant to this clause (xi) is to be made only to the extent that it would not ultimately be payable out of collections on or in respect of the related Loan Group; (xii) to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (A) interest and investment income earned in respect of amounts held in the Pool Custodial Account as provided in Section 3.06(b), but only to the extent of the Net Investment Earnings with respect to the Pool Custodial Account for any Collection Period, (B) Prepayment Interest Excesses collected on the Mortgage Pool (exclusive of the Serviced Loan Group Trust Mortgage Loans) and (C) Net Default Charges (after application pursuant to Sections 3.27(a) and (b)) actually collected that accrued in respect of Mortgage Loans (other than the Serviced Loan Group Trust Mortgage Loans) that are not Specially Serviced Loans, and to pay the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(c), Net Default Charges (after application pursuant to Sections 3.27(a) and (b)) actually collected that accrued in respect of Specially Serviced Loans and REO Mortgage Loans (other than the Serviced Loan Group Trust Mortgage Loans and/or any related REO Mortgage Loans); (xiii) to pay itself, the Special Servicer, the Depositor, or any of their respective members, managers, directors, officers, employees and agents, as the case may be, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, any amounts payable to any such Person pursuant to Section 6.03; provided that such payment does not relate solely to the Companion Loans; (xiv) to pay, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, for (A) the cost of the Opinion of Counsel contemplated by Section 11.02(a), (B) the cost of an Opinion of Counsel contemplated by Section 11.01(a) or 11.01(c) in connection with any amendment to this Agreement requested by the Master Servicer or the Special Servicer that protects or is in furtherance of the rights and interests of Certificateholders, and (C) the cost of recording this Agreement in accordance with Section 11.02(a); (xv) to pay itself, the Special Servicer, any Controlling Class Certificateholder or any other Person, as the case may be, with respect to each Mortgage Loan, if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase that have been deposited in the Pool Custodial Account; (xvi) to pay, in accordance with Section 3.12(e), out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, any servicing expenses, that would, if advanced, constitute Nonrecoverable Servicing Advances (including servicing expenses that relate to, and are allocable to, any related REO Loan, but excluding servicing expenses that relate solely to the Companion Loans or any related REO Loans), to the extent no funds are available therefor in the related Loan Group Custodial Account; (xvii) on each Master Servicer Remittance Date, to transfer Excess Liquidation Proceeds in respect of the Mortgage Pool to the Trustee, for deposit in the Excess Liquidation Proceeds Account, in accordance with Section 3.04(d); (xviii) to pay any other amounts due the Lead Master Servicer or Lead Special Servicer, as applicable under a Lead PSA to the extent required under the related Co-Lender Agreement; and (xix) to clear and terminate the Pool Custodial Account at the termination of this Agreement pursuant to Section 9.01. The Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan basis when appropriate, in connection with any withdrawal from the Pool Custodial Account pursuant to clauses (ii) through (xviii) above. The Master Servicer shall pay to the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Trustee or the Fiscal Agent from the Pool Custodial Account, amounts permitted to be paid to the Special Servicer (or to any such third party contractor), the Trustee or the Fiscal Agent therefrom promptly upon receipt of a written statement of a Servicing Officer of the Special Servicer or of a Responsible Officer of the Trustee or the Fiscal Agent describing the item and amount to which the Special Servicer (or such third party contractor), the Trustee or the Fiscal Agent, as applicable, is entitled (unless such payment to the Special Servicer, the Trustee (for example, the Trustee Fee) or the Fiscal Agent, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall have no duty to re-calculate the amounts stated therein. With respect to any reimbursement to be made hereunder to the 2004-GG2 Master Servicer or 1370 Avenue of the Americas Master Servicer, as applicable, the 2004-GG2 Special Servicer or 1370 Avenue of the Americas Special Servicer, as applicable, the 2004-GG2 Trustee or 1370 Avenue of the Americas Trustee, as applicable, or the 2004-GG2 Fiscal Agent or 1370 Avenue of the Americas Fiscal Agent, as applicable, in respect of any servicing advance made by such parties subsequently determined to be nonrecoverable pursuant to the terms of the 2004-GG2 PSA or 1370 Avenue of the Americas PSA, as applicable, the Master Servicer may conclusively rely on a written statement from such party delivered to the Master Servicer that such advance made is nonrecoverable under the terms of the 2004-GG2 PSA or 1370 Avenue of the Americas PSA, as applicable. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Property, on a loan-by-loan basis, for the purpose of justifying any request for withdrawal from the Pool Custodial Account. With respect to each Mortgage Loan for which it makes an Advance, each of the Trustee and Fiscal Agent shall keep and maintain separate accounting, on a loan-by-loan basis, for the purpose of justifying any request for withdrawal from the Pool Custodial Account for reimbursements of Advances or interest thereon. (b) Promptly on each Distribution Date, the Trustee shall be deemed to withdraw from the Lower-Tier Distribution Account and deposit in the Upper-Tier Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount and the amount of any Net Prepayment Consideration for such Distribution Date allocated in payment of the Uncertificated Lower-Tier Interests as specified in Sections 4.01(i) and 4.01(j), respectively. The Trustee may, from time to time, make withdrawals from the Distribution Account (which in the case of clauses (ii) through (vii) shall be deemed to have been withdrawn from the Lower-Tier Distribution Account) for any of the following purposes (in no particular order of priority): (i) to make distributions to Certificateholders from the applicable subaccount on each Distribution Date pursuant to Section 4.01 or 9.01, as applicable; (ii) to pay (A) the Trustee, the Fiscal Agent or any of their respective directors, officers, employees and agents, as the case may be, out of general collections on the Mortgage Loans on deposit in the Distribution Account, any amounts payable or reimbursable to any such Person pursuant to Section 7.01(b) and/or Section 8.05, as applicable, and (B) as and when contemplated by Section 8.08, the cost of the Trustee's transferring Mortgage Files and other documents to a successor after being terminated by Certificateholders pursuant to Section 8.07(c) without cause; (iii) to pay, out of general collections on the Mortgage Loans on deposit in the Distribution Account, for the cost of the Opinions of Counsel sought by the Trustee or the Tax Administrator (A) as provided in clause (iv) of the definition of "Disqualified Organization," (B) as contemplated by Section 10.01(i), or (C) as contemplated by Section 11.01(a) or 11.01(c) in connection with any amendment to this Agreement requested by the Trustee which amendment is in furtherance of the rights and interests of Certificateholders; (iv) to pay, out of general collections on the Mortgage Loans on deposit in the Distribution Account, any and all federal, state and local taxes imposed on the REMIC Pool or on the assets or transactions of the REMIC Pool, together with all incidental costs and expenses, to the extent none of the Trustee, the Tax Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(j); (v) to pay the Tax Administrator, out of general collections on the Mortgage Loans on deposit in the Distribution Account, any amounts reimbursable to it pursuant to Section 10.01(f); (vi) to pay the Master Servicer any amounts deposited by the Master Servicer in the Distribution Account in error; (vii) to transfer Interest Reserve Amounts in respect of the Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans from the Distribution Account to the Interest Reserve Account as and when required by Section 3.04(c); and (viii) to clear and terminate the Distribution Account at the termination of this Agreement pursuant to Section 9.01. On or prior to a Distribution Date, the Trustee shall be entitled to withdraw amounts that are payable or reimbursable as set forth in clauses (ii) through (vii) above from the Distribution Account (which will be deemed to be withdrawn from the Lower-Tier Distribution Account) prior to making distributions to Certificateholders on such Distribution Date. (c) On each Master Servicer Remittance Date in March (commencing in March 2005), the Trustee shall withdraw from the Interest Reserve Account and deposit in the Lower-Tier Distribution Account all Interest Reserve Amounts (including the Initial Interest Reserve Account Deposit with respect to the first Distribution Date) that have been deposited in the Interest Reserve Account in respect of the Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans during February and/or January of the same year (including the Initial Interest Reserve Account Deposit) in accordance with Section 3.04(c). (d) On each Master Servicer Remittance Date, the Trustee shall withdraw from the Excess Liquidation Proceeds Account and deposit in the Lower-Tier Distribution Account, for distribution on the following Distribution Date, an amount equal to the lesser of (i) the entire amount, if any, then on deposit in the Excess Liquidation Proceeds Account and (ii) the excess, if any, of the aggregate amount distributable with respect to the Regular Interest Certificates on such Distribution Date pursuant to Sections 4.01(a) and 4.01(b), over the Available Distribution Amount for such Distribution Date (calculated without regard to such transfer from the Excess Liquidation Proceeds Account to the Distribution Account); provided that on the Master Servicer Remittance Date immediately prior to the Final Distribution Date, the Trustee shall withdraw from the Excess Liquidation Proceeds Account and deposit in the Lower-Tier Distribution Account, for distribution on such Distribution Date, any and all amounts then on deposit in the Excess Liquidation Proceeds Account. (e) Notwithstanding anything to the contrary contained herein, upon a determination that a previously made Advance is a Nonrecoverable Advance, instead of obtaining reimbursement out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account immediately as contemplated by Section 3.05(a)(vii), the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable, may, in its sole discretion, elect to obtain reimbursement for such Nonrecoverable Advance over time and the unreimbursed portion of such Advance will accrue interest at the Prime Rate. At any time after such a determination to obtain reimbursement over time (not to exceed 6 months or such longer period as may be requested by the advancing party and approved by the Controlling Class Directing Holder but in no event for a period longer than 12 months), the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable, may, in its sole discretion, decide to obtain reimbursement immediately. The fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some Classes of Certificateholders to the detriment of other Classes shall not constitute a violation of the Servicing Standard by the Master Servicer or the Special Servicer or be deemed a breach of any fiduciary duty of the Trustee to Certificateholders by the Trustee or the Fiscal Agent, or a breach of a contractual obligation by the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent. The Master Servicer's, the Special Servicer's, the Trustee's or the Fiscal Agent's agreement to defer reimbursements of Nonrecoverable Advances as set forth in this Section 3.05(e) is an accommodation to the Certificateholders and is not to be construed as on obligation on the part of the Master Servicer, Special Servicer, Trustee or Fiscal Agent or a right of the Certificateholders. To the extent a Nonrecoverable Advance with respect to a Mortgage Loan is required to be reimbursed from general collections on the Mortgage Loans pursuant to clauses (vi) or (vii) of Section 3.05(a), such reimbursement shall be allocated first, to the principal portion of the general collections available on the Mortgage Loans. To the extent a Workout-Delayed Reimbursement Amount is reimbursed pursuant to clause (vii) of Section 3.05(a), such reimbursement shall be limited to an amount equal to, and be allocable solely to, principal collections available on the Mortgage Loans, net of amounts paid pursuant to the previous sentence until it becomes a Nonrecoverable Advance. The Master Servicer shall give each Rating Agency at least 15 days notice prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Pool Custodial Account allocable to interest on the Trust Mortgage Loans unless (1) the Master Servicer determines in its sole discretion that waiting 15 days after such a notice could jeopardize the Master Servicer's ability to recover Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer has not timely received from the Trustee information requested by the Master Servicer to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer shall give each Rating Agency notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Pool Custodial Account allocable to interest on the Trust Mortgage Loans as soon as reasonably practicable in such circumstances. The Master Servicer shall have no liability for any loss, liability or expense resulting from any notice provided to each Rating Agency contemplated by the immediately preceding sentence. (f) In the event that servicing advances on the Grand Canal Shoppes at the Venetian Loan Group and, during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Loan Group have been made with respect to the Grand Canal Shoppes at the Venetian Loan Group or 1370 Avenue of the Americas Loan Group under the 2004-GG2 PSA or 1370 Avenue of the Americas PSA, as applicable, by the 2004-GG2 Master Servicer or 1370 Avenue of the Americas Master Servicer, as applicable, the 2004-GG2 Trustee or 1370 Avenue of the Americas Trustee, as applicable, or the 2004-GG2 Fiscal Agent or 1370 Avenue of the Americas Fiscal Agent, as applicable, and in accordance with the 2004-GG2 PSA and 1370 Avenue of the Americas PSA, respectively, a subsequent determination has been made that such advance constitutes a nonrecoverable advance, the party that made such advance shall be entitled to a reimbursement of such advance with interest thereon as set forth in the 2004-GG2 PSA or 1370 Avenue of the Americas PSA, as applicable, from general collections on all Mortgage Loans in the Pool Custodial Account (up to the related Loan Group Trust Mortgage Loan's proportionate share of such servicing advance, or if such amount together with amounts available from general collections in the custodial account created under the 2004-GG2 PSA or 1370 Avenue of the Americas PSA, as applicable, is insufficient to reimburse the party that made such servicing advance, then up to the full amount of such servicing advance and interest thereon). Section 3.05A. Permitted Withdrawals From the Loan Group Custodial Account. The Master Servicer may, from time to time, make withdrawals from the applicable Loan Group Custodial Account, for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals), such amounts being allocated among the Loans in the Loan Group as provided in the related Co-Lender Agreement: (i) to make remittances each month on or before the Master Servicer Remittance Date therein, in an aggregate amount of immediately available funds equal to the applicable Loan Group Remittance Amount, to the Trust (as holder of the Loan Group Trust Mortgage Loans or any related REO Mortgage Loans) and the related Companion Loan Noteholder, in accordance with the applicable provisions of the related Co-Lender Agreement, as applicable, such remittances to the Trust to be made into the Pool Custodial Account; (ii) to reimburse, first, the Fiscal Agent, second, the Trustee, and last, itself, in that order, for unreimbursed P&I Advances made by such party (with its own funds) with respect to the related Loan Group Trust Mortgage Loan, any such party's rights to reimbursement pursuant to this clause (ii) with respect to any such P&I Advance being limited to amounts on deposit in the applicable Loan Group Custodial Account that represent late collections of interest and principal (net of the related Master Servicing Fees and any related Workout Fees or Liquidation Fees) received in respect of the particular Loan Group Trust Mortgage Loan (as allocable thereto pursuant to the related Loan documents and the related Co-Lender Agreement); (iii) to pay to itself earned and unpaid Master Servicing Fees with respect to the related Loan Group (or any successor REO Loans), the Master Servicer's respective rights to payment pursuant to this clause (iii) with respect to any Loan (or any successor REO Loan) in such Loan Group being limited to amounts on deposit in the related Loan Group Custodial Account that were received on or in respect of such Loan (or successor REO Loan) and are allocable as a recovery of interest thereon; (iv) to reimburse, first, the Fiscal Agent, second, the Trustee, and last, itself, in that order, for any unreimbursed P&I Advances made by such party (with its own funds) with respect to the related Loan Group Trust Mortgage Loan that such party has determined are Nonrecoverable Advances, such party's rights to reimbursement pursuant to this clause (iv) with respect to any such P&I Advance being limited to amounts on deposit in the applicable Loan Group Custodial Account that were received in respect of the particular Loan Group Trust Mortgage Loan (as allocable thereto pursuant to the related Loan documents and the related Co-Lender Agreement), in the Loan Group as to which such P&I Advance was made; (v) to pay to the Special Servicer earned and unpaid Special Servicing Fees in respect of the related Loan Group while any Loan in such Loan Group constitutes a Specially Serviced Loan and after the Loan Group Mortgaged Properties become REO Properties; (vi) to pay the Special Servicer (or, if applicable, a predecessor Special Servicer) earned and unpaid Workout Fees and Liquidation Fees in respect of the related Loan Group, in the amounts and from the sources specified in Section 3.11(b); (vii) to reimburse first, the Fiscal Agent, second, the Trustee, third, itself and last, the Special Servicer, in that order, for any unreimbursed Servicing Advances made thereby with respect to the related Loan Group or any related REO Properties, any such party's respective rights to reimbursement pursuant to this clause (vii) with respect to any Servicing Advance being limited to amounts on deposit in the applicable Loan Group Custodial Account that represent payments made by the related Mortgagor to cover the item for which such Servicing Advance was made, and to amounts on deposit in the related Loan Group Custodial Account that represent Liquidation Proceeds (net of Liquidation Fees payable therefrom), Condemnation Proceeds, Insurance Proceeds and, if applicable, REO Revenues received in respect of the related Loan Group or related Loan Group REO Properties as to which such Servicing Advance was made; (viii) to reimburse, first, the Fiscal Agent, second, the Trustee, third, itself and last the Special Servicer, in that order, out of general collections in the Loan Group Custodial Account, for any unreimbursed Servicing Advances made thereby with respect to the related Loan Group or any related REO Properties that such party has determined are Nonrecoverable Advances, such amounts being allocated among the Loans in the Loan Group as provided in the related Co-Lender Agreement; provided that such amounts may be withdrawn over time in accordance with Section 3.05A(b); (ix) to pay first, the Fiscal Agent, second, the Trustee, third, itself and last, the Special Servicer, in that order, any interest accrued on any Advance made thereby with respect to the Loans in the related Loan Group or with respect to the related Loan Group Mortgaged Properties, any such party's respective right to payment pursuant to this clause (ix) with respect to interest on any Advance being permitted to be satisfied (A) first, out of any amounts on deposit in the applicable Loan Group Custodial Account that represent Default Charges collected during the same Collection Period in which such Advance is reimbursed, as and to the extent contemplated by Section 3.27(c), and (B) second, to the extent that the Default Charges described in the immediately preceding clause (A) are insufficient, but only if such Advance is being reimbursed at the same time or if such Advance has been previously reimbursed, out of any amounts on deposit in the applicable Loan Group Custodial Account that represent any other collections on or in respect of the related Loan Group; (x) to pay for (A) costs and expenses incurred with respect to the Loan Group Mortgaged Properties pursuant to Section 3.09(c) (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance), (B) the costs and expenses of obtaining appraisals of the Loan Group Mortgaged Properties pursuant to Section 3.12(d) or 4.03A(c), as applicable, and (C) the fees of any Independent Contractor retained with respect to any related Loan Group REO Property pursuant to Section 3.18(d) (to the extent that it has not paid itself such fees prior to remitting collections on such REO Property to the Special Servicer); (xi) to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (A) interest and investment income earned in respect of amounts held in the applicable Loan Group Custodial Account as provided in Section 3.06(b), but only to the extent of the Net Investment Earnings with respect to the applicable Loan Group Custodial Account for any Collection Period and (B) Net Default Charges (after application pursuant to Section 3.27(c)) actually collected that accrued in respect of the Companion Loans during a period that they were not Specially Serviced Loans and the Loan Group Mortgaged Properties were not REO Properties, and to pay the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(c), Net Default Charges (after application pursuant to Section 3.27(c)) actually collected that accrued in respect of the Companion Loans during a period that they were Specially Serviced Loans or the Loan Group Mortgaged Properties were REO Properties; (xii) to pay itself, the Special Servicer or any of their respective members, managers, directors, officers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03, to the extent such amounts relate to the related Loan Group; (xiii) to pay for the cost of recording the Co-Lender Agreement and any required opinion of counsel related thereto and, to the extent applicable pursuant to Section 11.02(a), the allocable portion of the cost of the Opinion of Counsel contemplated by Section 11.02(a) or 11.01(c) in connection with any amendment to this Agreement requested by the Master Servicer or the Special Servicer that protects or is in furtherance of the rights and interests of the Certificateholders; (xiv) [Reserved]; (xv) to pay, in accordance with Section 3.12(e), out of collections on the related Loan Group on deposit in the related Loan Group Custodial Account, any servicing expenses with respect to the related Loans, that would, if advanced, constitute Nonrecoverable Servicing Advances (provided that servicing expenses that relate solely to a Serviced Companion Loan or any related REO Loans will be paid solely from funds allocable thereto); (xvi) to transfer to the Pool Custodial Account all amounts representing Default Charges actually collected that accrued in respect of the Loan Group Trust Mortgage Loans or any successor REO Mortgage Loans in respect of the Loan Group Trust Mortgage Loans, to the extent such Default Charges were not applied to offset interest on Advances pursuant to clause (viii)(B) above (to be applied in accordance with Sections 3.27(a) and (b)); and (xvii) to clear and terminate the applicable Loan Group Custodial Account at the termination of this Agreement pursuant to Section 9.01. The Master Servicer shall keep and maintain separate accounting records in connection with each Loan Group Custodial Account, including but not limited to, any withdrawal from each Loan Group Custodial Account, pursuant to clauses (ii) through (xvi) above. The Master Servicer shall pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Trustee and the Fiscal Agent, as applicable, from the applicable Loan Group Custodial Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written statement of a Servicing Officer of the Special Servicer or a Responsible Officer of the Trustee or the Fiscal Agent, as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the Trustee or the Fiscal Agent, as the case may be, is entitled (unless such payment to the Special Servicer, the Trustee or the Fiscal Agent, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall have no duty to re-calculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and maintain separate accounting for the purpose of justifying any request for withdrawal from each Loan Group Custodial Account, on a loan-by-loan basis. In the event that the Master Servicer fails, on any Loan Group Remittance Date, to remit to the Companion Loan Noteholders any amount(s) required to be so remitted to such Companion Loan Noteholders hereunder by such date, the Master Servicer shall pay such Companion Loan Noteholders, for the account of such Companion Loan Noteholders, interest, calculated at the Prime Rate, on such amount(s) not timely remitted, from and including that Master Servicer Remittance Date, to but not including the date of remittance. Section 3.05B. Loss of Value Reserve Fund. If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related REO Property, then the Special Servicer shall, promptly when needed, transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Pool Custodial Account for the following purposes: (a) to reimburse the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, in accordance with Sections 3.05 and 3.05A, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related REO Property (together with interest thereon); (b) to pay, in accordance with Sections 3.05 and 3.05A, or to reimburse the Trust for the prior payment of, any expense relating to such Mortgage Loan or any related REO Property that constitutes or, if not paid out of such Loss of Value Payments, would constitute an Additional Trust Fund Expense; (c) to offset any Realized Loss (as calculated without regard to the application of such Loss of Value Payments) incurred with respect to such Mortgage Loan or any successor REO Loan with respect thereto; (d) following the occurrence of a liquidation event with respect to such Mortgage Loan or any related REO Property, to cover the items contemplated by the immediately preceding clauses (a)-(c) in respect of any other Mortgage Loan or REO Loan; and (e) On the final Distribution Date after all distributions have been made as set forth in clause (a) through (d) above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such Mortgage Loan Seller that was used pursuant to clauses (a)-(d) and to offset any Realized Losses or Additional Trust Fund Expenses incurred with respect to the Mortgage Loan related to such contribution. Any Loss of Value Payments transferred to the Pool Custodial Account pursuant to clauses (a)-(c) of the prior paragraph shall, except for purposes of Sections 3.11(b) and (c), be deemed to constitute Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Pool Custodial Account pursuant to clause (d) of the prior paragraph shall, except for purposes of Sections 3.11(b) and (c), be deemed to constitute Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Pool Custodial Account to cover an item contemplated by clauses (a)-(d) of the prior paragraph. Section 3.06 Investment of Funds in the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit Account, the Custodial Accounts and the REO Accounts. (a) The Master Servicer may direct in writing any depository institution maintaining a Servicing Account, a Reserve Account, the Defeasance Deposit Account or a Custodial Account (each, for purposes of this Section 3.06, an "Investment Account"), and the Special Servicer may direct in writing any depository institution maintaining an REO Account (also, for purposes of this Section 3.06, an "Investment Account"), to invest, or if it is such depository institution, may itself invest, the funds held therein in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such account pursuant to this Agreement; provided that in the case of any Servicing Account, any Reserve Account or the Defeasance Deposit Account, such investment direction shall be subject to the related Loan documents and applicable law. Funds in the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account will remain uninvested. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) and, in the case of a Permitted Investment in any Investment Account solely related to a Loan Group, the related Companion Loan Noteholders. The Master Servicer (with respect to Permitted Investments of amounts in the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit Account and the Custodial Accounts) and the Special Servicer (with respect to Permitted Investments of amounts in the REO Accounts), on behalf of the Trustee and, in the case of any Investment Account solely related to a Loan Group, the related Companion Loan Noteholders, shall (and the Trustee hereby designates the Master Servicer and the Special Servicer, as applicable, as the Person that shall) (i) be the "entitlement holder" of any Permitted Investment that is a "security entitlement" and (ii) maintain "control" of any Permitted Investment that is a "certificated security," "uncertificated security" or "deposit account." For purposes of this Section 3.06(a), (i) the terms "entitlement holder," "security entitlement," "control" (except with respect to deposit accounts), "certificated security" and "uncertificated security" shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and the terms "control" (with respect to deposit accounts) and "deposit account" shall have the meanings given such terms in Revised Article 9 (1998 Revision) of the UCC, and (ii) "control" of any Permitted Investment in any Investment Account by the Master Servicer or the Special Servicer shall constitute "control" by a Person designated by, and acting on behalf of, the Trustee and, in the case of any Investment Account solely related to a Loan Group, the related Companion Loan Noteholders, for purposes of Revised Article 8 (1994 Revision) of the UCC or Revised Article 9 (1998 Revision) of the UCC, as applicable. If amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Custodial Accounts, the Servicing Accounts, the Reserve Accounts and the Defeasance Deposit Account) or the Special Servicer (in the case of the REO Accounts) shall: (x) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to at least the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (y) demand payment of all amounts due thereunder promptly upon determination by the Master Servicer or the Special Servicer, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account. (b) Whether or not the Master Servicer directs the investment of funds in any of the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit Account or the Custodial Accounts, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for each such Investment Account for each Collection Period (and, in the case of Servicing Accounts, Reserve Accounts and the Defeasance Deposit Account, to the extent not otherwise payable to Mortgagors under applicable law or the related Loan documents), shall be for the sole and exclusive benefit of the Master Servicer and shall be subject to its withdrawal in accordance with Section 3.03(a), 3.03(d), 3.04(a), 3.05(a) or 3.05A, as applicable. Whether or not the Special Servicer directs the investment of funds in either of the REO Accounts, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for such Investment Account for each Collection Period, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.17(b). If any loss shall be incurred in respect of any Permitted Investment on deposit in any Investment Account, the Master Servicer (in the case of (i) the Servicing Accounts, the Reserve Accounts and the Defeasance Deposit Account (except to the extent that any investment of funds with respect thereto is at the direction of a Mortgagor or for the benefit of the Mortgagor in accordance with the related Loan documents or applicable law) and (ii) the Custodial Accounts) and the Special Servicer (in the case of the REO Accounts) shall promptly deposit therein from its own funds, without right of reimbursement, no later than the end of the Collection Period during which such loss was incurred, the amount of the Net Investment Loss, if any, for such Investment Account for such Collection Period. Notwithstanding any of the foregoing provisions of this Section 3.06, no party shall be required under this Agreement to deposit any loss on a deposit of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company with which such deposit was maintained so long as such depository institution or trust company satisfied the conditions set forth in the definition of "Eligible Account" at the time such deposit was made and also as of a date no earlier than 30 days prior to the insolvency. (c) Except as expressly provided otherwise in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee may, and subject to Section 8.02, upon the request of Certificateholders entitled to a majority of the Voting Rights allocated to a Class, shall, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. (d) Notwithstanding the investment of funds held in any Investment Account, for purposes of the calculations hereunder, including the calculation of the Available Distribution Amount, the Master Servicer Remittance Amount and the Loan Group Remittance Amount, the amounts so invested shall be deemed to remain on deposit in such Investment Account. Section 3.07 Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage; Environmental Insurance. (a) The Master Servicer (in the case of all Loans other than Specially Serviced Loans) or Special Servicer (in the case of Specially Serviced Loans) shall, consistent with the Servicing Standard, cause to be maintained for each Mortgaged Property (other than the Mortgaged Property securing the Non-Serviced Loan Groups, which are serviced under the applicable Lead PSA) that is not an REO Property, all insurance coverage as is required under the related Mortgage (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance Default); provided that, if and to the extent that any such Mortgage permits the holder thereof any discretion (by way of consent, approval or otherwise) as to the insurance coverage that the related Mortgagor is required to maintain, the Master Servicer or Special Servicer, as the case may be, shall exercise such discretion in a manner consistent with the Servicing Standard; and provided, further, that, if and to the extent that a Mortgage so permits, the Master Servicer or Special Servicer, as the case may be, shall use reasonable efforts consistent with the Servicing Standard to require the related Mortgagor to obtain the required insurance coverage from Qualified Insurers that have a "claims paying ability" or "financial strength" rating, as applicable, of at least "A" from S&P and "A2" by Moody's (or, in the case of any such Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities, as evidenced in writing by such Rating Agency); and provided, further, that the Master Servicer or Special Servicer, as applicable, shall cause to be maintained for any such Mortgaged Property from Qualified Insurers that have a "claims paying ability" or "financial strength rating," as applicable, of at least "A" from S&P and "A2" from Moody's, any such insurance that the related Mortgagor is required but fails to maintain, only to the extent that the Trustee (as mortgagee of record on behalf of the Certificateholders and, in the case of a Loan Group Mortgaged Property, the related Companion Loan Noteholders) has an insurable interest, and such insurance is available at a commercially reasonable rate and the subject hazards are at the time commonly insured against by prudent owners of properties similar to the Mortgaged Property located in or around the region in which such Mortgaged Property is located. Notwithstanding the foregoing, including whether or not such a failure to maintain insurance would be an Acceptable Insurance Default, the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be in default with respect to the failure of the related Mortgagor to obtain, all-risk casualty insurance that does not contain any carve-out for terrorist or similar acts, if, and only if, (1) the Master Servicer (with respect to all Mortgage Loans other than Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) have determined in accordance with the Servicing Standard that either (a) such insurance is not available at any rate, or (b) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the Mortgaged Property and located in or around the region in which such Mortgaged Property is located; and (2) the Special Servicer has obtained the consent or deemed consent of the Directing Holder or its representative in accordance with the provisions of Section 6.11. The requirement of the Master Servicer (with respect to all Mortgage Loans other than the Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) to obtain the consent of the Directing Holder shall be subject to the following limitations: (a) the Directing Holder's consent shall be deemed to have been given if it has not responded within ten Business Days of receipt of the Master Servicer's (with respect to all Mortgage Loans other than the Specially Serviced Loans) and the Special Servicer's (with respect to Specially Serviced Loans) written recommendation and the information upon which such recommendation is based, and (b) upon the Master Servicer's (with respect to all Mortgage Loans other than the Specially Serviced Loans) and the Special Servicer's (with respect to Specially Serviced Loans) determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Master Servicer or Special Servicer, as applicable, to consult with the Directing Holder, the Master Servicer or the Special Servicer, as applicable, will not be required to do so. During the period in which the Directing Holder is evaluating such terrorism insurance coverage hereunder, the Master Servicer and Special Servicer shall not be liable for any loss related to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations hereunder as a result of such failure, provided that the Master Servicer or Special Servicer, as the case may be, has given prompt notice to the Directing Holder of its determination that it will not be successful in its efforts to cause the Mortgagor to obtain such insurance, along with its determination, and any information in its possession, regarding the availability and cost of such insurance. The Directing Holder shall be required to promptly notify the Master Servicer and Special Servicer of each consent given under the preceding paragraph and this paragraph. Any Controlling Class Certificateholder or, in the case of a Loan Group, the holder of the related Subordinate Companion Loan, may request that earthquake insurance be secured for one or more Mortgaged Properties by the related Mortgagor, to the extent such insurance may reasonably be obtained and, provided the related Loan documents and applicable law give the mortgagee the right to request such insurance coverage and such Loan documents require the Mortgagor to obtain earthquake insurance at the request of the mortgagee. Subject to Section 3.18(a), the Special Servicer, in accordance with the Servicing Standard, shall also cause to be maintained for each REO Property no less insurance coverage than was previously required of the Mortgagor under the related Mortgage (including insurance that covers losses arising from acts of terrorism); provided that such insurance is available at commercially reasonable rates and the subject hazards are at the time commonly insured against for properties similar to the REO Property located in or around the region in which such REO Property is located (or, in the case of all-risk insurance or other insurance that covers acts of terrorism, such insurance is available at a commercially reasonable rate or the subject hazards are at the time commonly insured against for properties similar to the REO Property located in or around the region in which such REO Property is located); and provided, further, that all such insurance shall be obtained from Qualified Insurers that, if they are providing casualty insurance, shall have a "claims paying ability" or "financial strength" rating, as applicable, of at least "A" from S&P and "A2" from Moody's (or, in the case of either Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities, as evidenced in writing by such Rating Agency). All such insurance policies shall contain (if they insure against loss to property and do not relate to an REO Property) a "standard" mortgagee clause, with loss payable to the Master Servicer (in the case of insurance maintained in respect of Loans, including Specially Serviced Loans), or the Special Servicer (in the case of insurance maintained in respect of REO Properties), on behalf of the Trustee; and, in each case, such insurance shall be issued by a Qualified Insurer. Any amounts collected by the Master Servicer or the Special Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case subject to the rights of any tenants and ground lessors, as the case may be, and in each case in accordance with the terms of the related Mortgage and the Servicing Standard) shall be deposited in the applicable Custodial Account in accordance with Section 3.04(a) or 3.04A(a), as the case may be, in the case of amounts received in respect of a Loan, or in the applicable REO Account in accordance with Section 3.17(b), in the case of amounts received in respect of an REO Property. Any cost incurred by the Master Servicer or the Special Servicer in maintaining any such insurance (including any earthquake insurance maintained at the request of a Controlling Class Certificateholder or the related Companion Loan Noteholders) shall not, for purposes hereof, including calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Loan or REO Loan, notwithstanding that the terms of such loan so permit, but shall be recoverable by the Master Servicer and the Special Servicer as a Servicing Advance. (b) If either the Master Servicer or the Special Servicer shall obtain and maintain, or cause to be obtained and maintained, a blanket policy or forced placed policy insuring against hazard losses on all of the Serviced Loans and/or REO Properties that it is required to service and administer, then, to the extent such policy (i) is obtained from a Qualified Insurer having (or whose obligations are guaranteed or backed, in writing, by an entity having) a "claims paying ability" or "financial strength" rating, as applicable, of at least "A" from S&P and "A3" from Moody's (if then rated by Moody's, and if not then rated by Moody's, then a rating of at least "A" by S&P) (or, in the case of each Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities, as evidenced in writing by such Rating Agency), and (ii) provides protection equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related Mortgaged Properties and/or REO Properties. Such blanket policy or forced placed policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or the Special Servicer, as appropriate, shall, if there shall not have been maintained on the related Mortgaged Property or REO Property an individual hazard insurance policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses that would have been covered by such individual policy, promptly deposit into the applicable Custodial Account from its own funds the amount not otherwise payable under the blanket policy or forced placed policy because of the deductible clause therein, to the extent that any such deductible exceeds the deductible limitation that pertained to the related Loan (or in the absence of any such deductible limitation, the deductible limitation for an individual policy which is consistent with the Servicing Standard). The Master Servicer or the Special Servicer, as appropriate, shall prepare and present, on behalf of itself, the Trustee and the Certificateholders and, in the case of a Loan Group Mortgaged Property, the related Companion Loan Noteholders, claims under any such blanket policy or forced placed policy in a timely fashion in accordance with the terms of such policy. (c) Subject to the third paragraph of this Section 3.07(c), each of the Master Servicer and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement in which Specially Serviced Loans and/or REO Properties are part of the Trust Fund) keep in force with Qualified Insurers having (or whose obligations are guaranteed or backed by entities having) a "claims paying ability" or "financial strength" rating, as applicable, of at least "A" from S&P and "A2" from Moody's (or, if not then rated by Moody's, then at least "A:IX" by A.M. Best's Key Rating Guide) (or, in the case of either Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to the Certificates or Companion Loan Securities, as evidenced in writing by such Rating Agency), a fidelity bond, which fidelity bond shall be in such form and amount as would permit it to be a qualified Fannie Mae seller-servicer of multifamily mortgage loans, or in such other form and amount as would not cause an Adverse Rating Event with respect to the Certificates or Companion Loan Securities (as evidenced in writing from each Rating Agency). Each of the Master Servicer and the Special Servicer shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as the case may be. Subject to the third paragraph of this Section 3.07(c), each of the Master Servicer and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement in which Specially Serviced Loans and/or REO Properties are part of the Trust Fund) also keep in force with Qualified Insurers having (or whose obligations are guaranteed or backed by entities having) a "claims paying ability" or "financial strength" rating, as applicable, of at least "A" from S&P and "A2" from Moody's (or, if not then rated by Moody's, then at least "A:IX" by A.M. Best's Key Rating Guide) (or, in the case of either Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to the Certificates or Companion Loan Securities, as evidenced in writing by such Rating Agency), a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers, employees and agents in connection with its servicing obligations hereunder, which policy or policies shall be in such form and amount as would permit it to be a qualified Fannie Mae seller-servicer of multifamily mortgage loans, or in such other form and amount as would not cause an Adverse Rating Event with respect to the Certificates or Companion Loan Securities (as evidenced in writing from each Rating Agency). Each of the Master Servicer and the Special Servicer shall be deemed to have complied with the foregoing provisions if an Affiliate thereof has such insurance and, by the terms of such policy or policies, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as the case may be. Notwithstanding the foregoing, for so long as the long-term debt obligations of the Master Servicer or Special Servicer or its corporate parent, as the case may be, are rated at least "A2" from Moody's (if then rated by Moody's, and if not then rated by Moody's, then an equivalent rating by at least one additional nationally recognized statistical rating agency besides S&P) and "A" from S&P (or, in the case of any such Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities, as evidenced in writing by such Rating Agency), such Person may self-insure with respect to the risks described in this Section 3.07(c). (d) In the event that either of the Master Servicer (in the case of a Performing Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) has actual knowledge of any event (an "Insured Environmental Event") giving rise to a claim under any Environmental Insurance Policy in respect of any Environmentally Insured Mortgage Loan for which the Mortgagor has not filed a claim or in respect of an REO Property, the Master Servicer shall notify the Special Servicer if such Loan is a Specially Serviced Loan, and the Special Servicer shall notify the Master Servicer. Upon becoming aware of such Insured Environmental Event, the Master Servicer, in the case of a Performing Serviced Loan, and the Special Servicer, in the case of a Specially Serviced Loan or an REO Property, in accordance with the terms of such Environmental Insurance Policy and the Servicing Standard, shall timely make a claim thereunder with the appropriate insurer and shall take such other actions necessary under such Environmental Insurance Policy in order to realize the full value thereof for the benefit of the Certificateholders. With respect to each Environmental Insurance Policy in respect of an Environmentally Insured Mortgage Loan, the Master Servicer (in the case of any such Loan that is a Performing Serviced Loan) and the Special Servicer (in the case of any such Loan that is a Specially Serviced Loan or in the case of an REO Property) shall each review and familiarize itself with the terms and conditions relating to enforcement of claims and shall, in the event the Master Servicer or the Special Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy, monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders. The Master Servicer (in the case of Performing Serviced Loans) and the Special Servicer (in the case of Specially Serviced Loans and REO Properties) shall each abide by the terms and conditions precedent to payment of claims under the Environmental Insurance Policies with respect to the Environmentally Insured Mortgage Loans and take all such actions as may be required to comply with the terms and provisions of such policies in order to maintain such policies in full force and effect and to make claims thereunder. In the event that either the Master Servicer or the Special Servicer receives notice of a termination of any Environmental Insurance Policy with respect to an Environmentally Insured Mortgage Loan, then the party receiving such notice shall, within five Business Days after receipt thereof, provide written notice of such termination to the other such party and the Trustee. Upon receipt of such notice, the Master Servicer, with respect to a Performing Serviced Loan, or the Special Servicer, with respect to a Specially Serviced Loan or an REO Property, shall address such termination in accordance with Section 3.07(a). Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with enforcing the obligations of the Mortgagor under any Environmental Insurance Policy or a resolution of such termination of an Environmental Insurance Policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. The Master Servicer (with respect to Performing Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall monitor the actions, and enforce the obligations, of the related Mortgagor under each Environmentally Insured Mortgage Loan insofar as such actions/obligations relate to (i) to the extent consistent with Section 3.07(a), the maintenance (including, without limitation, any required renewal) of an Environmental Insurance Policy with respect to the related Mortgaged Property or (ii) environmental testing or remediation at the related Mortgaged Property. Section 3.08 Enforcement of Due-on-Sale and Due on Encumbrance Provisions. (a) If, with respect to any Performing Serviced Loan, the Master Servicer receives a request from a Mortgagor regarding (1) the transfer of the related Mortgaged Property to another Person, (2) the assumption of such Loan by another Person or (3) the transfer of certain interests in such Mortgagor to another Person, then the Master Servicer shall promptly obtain relevant information for purposes of evaluating such request. If the Master Servicer determines, consistent with the Servicing Standard, to approve such transfer and/or assumption, then the Master Servicer shall promptly provide to the Special Servicer a written copy of such recommendation or determination (which shall include the reason therefor) and the materials upon which such recommendation or determination is based. The Special Servicer shall have the right hereunder, within 15 days of receipt of such recommendation or determination and supporting materials and any other materials reasonably requested by the Special Servicer to reasonably withhold or grant consent to any such request for such transfer and/or assumption or determination in accordance with the terms of the Loan and this Agreement, including, without limitation, the Servicing Standard; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d) and Section 6.11. If the Special Servicer does not respond within such 15-day period, the Special Servicer's consent shall be deemed granted. If the Special Servicer consents or is deemed to have consented to such proposed transfer and/or assumption or determination, then the Master Servicer (subject to Section 3.08(d)) shall process the request of the related Mortgagor and is hereby authorized to enter into an assumption or substitution agreement with the proposed transferee/assignee, which shall be a Single Purpose Entity, and/or release the original Mortgagor from liability under the related Loan. If any Performing Serviced Loan provides that such Performing Serviced Loan may be assumed or the related Mortgaged Property or an interest in the Mortgagor may be transferred without the consent of the mortgagee upon the satisfaction of certain conditions, then for so long as such Performing Serviced Loan is being serviced under this Agreement, the Master Servicer, with consent of the Special Servicer (subject to Section 3.08(d) and Section 6.11) shall determine whether such conditions have been satisfied and shall promptly provide the Special Servicer with a written copy of the Master Servicer's analysis and determination with respect to whether such conditions have been satisfied, together with all the materials upon which such determination is based and all other supporting materials and such other materials as reasonably requested by the Special Servicer, and the Special Servicer shall indicate its agreement or disagreement with such determination, which agreement shall be deemed given 15 Business Days after receipt by the Special Servicer of the Master Servicer's analysis and determination together with all information reasonably requested by the Special Servicer if the Special Servicer does not respond within such 15 Business Day period. The Master Servicer shall not process or permit such assumption or transfer if: (i) the Master Servicer determines that such conditions have been satisfied but the Special Servicer disagrees; or (ii) the Master Servicer determines that such conditions have not been satisfied and the Special Servicer agrees; or (iii) the Master Servicer determines that such conditions have not been satisfied and the Special Servicer's agreement is deemed given. The Master Servicer shall not process or permit any such assumption or transfer for Specially Serviced Mortgage Loans. The Master Servicer shall process or permit such assumption or transfer if: (i) the Master Servicer determines that such conditions have not been satisfied but the Special Servicer disagrees; or (ii) the Master Servicer determines that such conditions have been satisfied and the Special Servicer agrees; or (iii) the Master Servicer determines that such conditions have been satisfied and the Special Servicer's agreement is deemed given. Subject to Sections 3.21 and 6.11, the following additional terms and conditions apply to any determination made pursuant to the prior paragraphs: (i) the Master Servicer may not enter into any assumption or substitution agreement to the extent that any terms thereof would result in an Adverse REMIC Event; (ii) the Master Servicer may not enter into any assumption or substitution agreement to the extent that any terms thereof would create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage; (iii) the Master Servicer shall notify the Trustee, the Special Servicer, each Rating Agency and, in the case of a Serviced Loan Group, the related Companion Loan Noteholder, of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and shall forward thereto a copy of such agreement, together with copies of all relevant documentation; (iv) subject to the terms of the related Loan documents, no assumption of a Cross-Collateralized Mortgage Loan may be made without the assumption of all other Mortgage Loans making up the related Cross-Collateralized Group and no assumption of any Loan in a Loan Group may be made without the assumption of all Loans in such Loan Group; and (v) subject to the terms of the related Loan documents and applicable law, no assumption of a Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any arising from seeking Rating Agency confirmation, are paid by the related Mortgagor. If the Special Servicer does not consent to, or is not deemed to have consented to, such transfer and/or assumption or determination, then the Master Servicer, on behalf of the Trustee (as mortgagee of record on behalf of the Certificateholders and, in the case of a Mortgaged Property relating to a Loan Group, the related Companion Loan Noteholder) shall, to the extent permitted by applicable law, enforce such transferability and assumption restrictions. (b) If, with respect to any Specially Serviced Loan, the Master Servicer or the Special Servicer receives a request from a Mortgagor regarding (1) the transfer of the related Mortgaged Property to another Person, (2) the assumption of such Loan by another Person or (3) the transfer of certain interests in such Mortgagor to another Person, the Master Servicer (if the Master Servicer is the party that received the request from the Mortgagor) shall promptly notify the Special Servicer of such request and the Master Servicer shall deliver to the Special Servicer the Mortgage File (or a copy thereof) and such other documents that the Master Servicer shall have received regarding the proposed transfer and/or assumption. The Master Servicer shall only be required to deliver the foregoing items to the extent in its possession and to the extent such items have not already been delivered to the Special Servicer. If the Special Servicer determines, consistent with the Servicing Standard, to approve such transfer and/or assumption, or that for any Mortgage Loan or Serviced Loan Group that, pursuant to its respective loan documents, may be transferred or assumed without the consent of the lender, provided certain conditions are satisfied, that such conditions are satisfied, the Special Servicer, subject to Section 3.08(d) and Section 6.11, shall process the request of the related Mortgagor and is hereby authorized to enter into an assumption or substitution agreement with the proposed transferee/assignee, which shall be a Single Purpose Entity, and/or release the original Mortgagor from liability under the related Loan. Subject to Section 3.21 and Section 6.11, the following additional terms and conditions apply to any determination made pursuant to the prior paragraph: (i) the Special Servicer may not enter into any assumption or substitution agreement to the extent that any terms thereof would result in an Adverse REMIC Event; (ii) the Special Servicer may not enter into any assumption or substitution agreement to the extent that any terms thereof would create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage; (iii) the Special Servicer shall notify the Trustee, the Master Servicer, each Rating Agency and, with respect to a Loan Group, the related Companion Loan Noteholders of any assumption or substitution agreement executed pursuant to this Section 3.08(b) and shall forward thereto a copy of such agreement; (iv) subject to the terms of the related Loan documents, no assumption of a Cross-Collateralized Mortgage Loan shall be made without the assumption of all other Mortgage Loans making up the related Cross-Collateralized Group and no assumption of any Loan in a Loan Group may be made without the assumption of all Loans in such Loan Group; and (v) subject to the terms of the related Loan documents and applicable law, no assumption of a Loan shall be made unless all costs in connection therewith, including any arising from seeking Rating Agency confirmation, are paid by the related Mortgagor. (c) If, with respect to a Performing Serviced Loan, the Master Servicer receives a request from the Mortgagor regarding a further encumbrance of the related Mortgaged Property or interests in the related Mortgagor, then the Master Servicer shall promptly obtain relevant information for purposes of evaluating such request. If the Master Servicer determines, consistent with the Servicing Standard, to approve such further encumbrance, then the Master Servicer shall promptly provide to the Special Servicer a written copy of such recommendation or determination (which shall include the reason therefor) and the materials upon which such recommendation or determination is based. The Special Servicer shall have the right hereunder, within 15 days of receipt of such recommendation or determination and supporting materials and any other materials reasonably requested by the Special Servicer, to reasonably withhold or, subject to Section 3.08(d) and Section 6.11, grant consent to any such request for such further encumbrance of the related Mortgaged Property. If the Special Servicer does not respond within such 15-day period, the Special Servicer's consent shall be deemed granted. If the Special Servicer consents or is deemed to have consented to such further encumbrance of the related Mortgaged Property, the Master Servicer shall process such request of the related Mortgagor. If any Performing Serviced Loan provides that the related Mortgaged Property or interests in the related Mortgagor may be further encumbered without the consent of the mortgagee upon the satisfaction of certain conditions, then for so long as such Performing Serviced Loan is being serviced under this agreement, the Master Servicer, with consent of the Special Servicer (subject to Section 3.08(d) and Section 6.11) shall determine whether such conditions have been satisfied and shall promptly provide the Special Servicer with a written copy of the Master Servicer's analysis and determination with respect to whether such conditions have been satisfied, together with all the materials upon which such determination is based and all other supporting materials and such other materials as reasonably requested by the Special Servicer, and the Special Servicer shall indicate its agreement or disagreement with such determination, which agreement shall be deemed given 15 Business Days after receipt by the Special Servicer of the Master Servicer's analysis and determination together with all information reasonably requested by the Special Servicer if the Special Servicer does not respond within such 15 Business Day period. The Master Servicer shall not process or permit such further encumbrance if: (i) the Master Servicer determines that such conditions have been satisfied but the Special Servicer disagrees; or (ii) the Master Servicer determines that such conditions have not been satisfied and the Special Servicer agrees; or (iii) the Master Servicer determines that such conditions have not been satisfied and the Special Servicer's agreement is deemed given. The Master Servicer shall not process or permit any such encumbrance for Specially Serviced Mortgage Loans. The Master Servicer shall process or permit such further encumbrance if: (i) the Master Servicer determines that such conditions have not been satisfied but the Special Servicer disagrees; or (ii) the Master Servicer determines that such conditions have been satisfied and the Special Servicer agrees; or (iii) the Master Servicer determines that such conditions have been satisfied and the Special Servicer's agreement is deemed given. If the Special Servicer does not consent to, and is not deemed to have consented to, such further encumbrance or determination, then the Master Servicer, on behalf of the Trustee (as mortgagee of record on behalf of the Certificateholders and, in the case of a Mortgaged Property that relates to a Loan Group, the related Companion Loan Noteholder) shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan documents on further encumbrances of the related Mortgaged Property or interests in the related Mortgagor. If, with respect to any Specially Serviced Loan, the Master Servicer or the Special Servicer receives a request from a Mortgagor regarding a further encumbrance of the related Mortgaged Property or interests in the related Mortgagor, the Master Servicer (if the Master Servicer is the party that received such notice from the Mortgagor) shall promptly notify the Special Servicer of such request and the Master Servicer shall deliver to the Special Servicer the Mortgage File (or a copy thereof) and such other documents that the Master Servicer shall have received regarding the proposed encumbrance. The Master Servicer shall only be required to deliver the foregoing items to the extent in its possession and to the extent such items have not already been delivered to the Special Servicer. If the Special Servicer determines, consistent with the Servicing Standard, to approve such encumbrance or that for any Mortgage Loan or Serviced Loan Group that, pursuant to its respective loan documents, permits further encumbrances without the consent of the lender, provided certain conditions are satisfied, that such conditions are satisfied, the Special Servicer shall process the request of the related Mortgagor. With respect to any Specially Serviced Loans, the Special Servicer on behalf of the Trustee (as mortgagee of record on behalf of the Certificateholders and, in the case of a Loan Group Mortgaged Property, the related Companion Loan Noteholders) shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan documents on further encumbrances of the related Mortgaged Property or interests in the related Mortgagor, and process all documentation in connection therewith, unless the Special Servicer has determined, in its reasonable, good faith judgment, that waiver of such restrictions would be in accordance with the Servicing Standard (as evidenced by an Officer's Certificate setting forth the basis for such determination delivered to the Trustee, the Master Servicer, each Rating Agency and, with respect to a Loan Group, the related Companion Loan Noteholder); provided that any such waiver of such restrictions shall be subject to Section 3.08(d) and Section 6.11. (d) In addition to the terms and conditions set forth above in this Section 3.08, (i) neither the Master Servicer (with respect to Performing Serviced Loans) nor the Special Servicer (with respect to Specially Serviced Loans) may waive any restrictions contained in the related Mortgage on transfers of the related Mortgaged Property or on transfers of interests in the related Mortgagor unless: (A) the Master Servicer or the Special Servicer, as the case may be, has received prior written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities; or (B) the related Mortgage Loan (1) represents less than 2% of the principal balance of all of the Mortgage Loans (or, if the aggregate principal balance of all the Mortgage Loans is less than $100 million, represents less than 5% of the principal balance of all Mortgage Loans), (2) has a principal balance that is equal to or less than $20,000,000 and (3) is not one of the 10 largest Mortgage Loans in the Mortgage Pool based on principal balance. (ii) neither the Master Servicer (with respect to Performing Serviced Loans) nor the Special Servicer (with respect to Specially Serviced Loans) may waive any restrictions contained in the related Mortgage on further encumbrances of the related Mortgaged Property or interests in the related Mortgagor unless: (A) the Master Servicer or the Special Servicer, as the case may be, has received prior written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities; (B) the related Mortgage Loan (A) represents less than 2% the principal balance of all of the Mortgage Loans, (B) has a principal balance that is equal to or less than $20,000,000, (C) is not one of the 10 largest mortgage loans in the Mortgage Pool based on principal balance, (D) does not have an aggregate loan-to-value ratio (including existing and proposed additional debt) that is equal to or greater than 85%, and (E) does not have an aggregate debt service coverage ratio (including the debt service on the existing and proposed additional debt) that is equal to or less than 1.2x to 1.0x; or (C) the encumbrance relates to the grant of an easement, right-of-way or similar encumbrance that the Special Servicer determines will not have a material adverse impact on the value, use or operation of the Mortgaged Property or the ability of the borrower to perform its obligations under the Loan. In connection with any request for rating confirmation from a Rating Agency pursuant to this Section 3.08(d), the Master Servicer or the Special Servicer, as the case may be, shall deliver its written analysis and recommendation (in accordance with the Servicing Standard) with respect to the matters that are the subject thereof, and copies of all relevant supporting documentation to such Rating Agency. Further, subject to the terms of the related Loan documents and applicable law, no waiver of a restriction contained in the related Mortgage on transfers of the related Mortgaged Property or interests in the related Mortgagor or on further encumbrances thereof may be waived by the Master Servicer or the Special Servicer, as applicable, unless all costs in connection therewith, including any arising from seeking Rating Agency confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, such costs shall be paid out of the Custodial Account as an Additional Trust Fund Expense and the Master Servicer will provide notice to, and demand payment for any rating agency charges incurred in connection with the foregoing from, the related Mortgage Loan Seller pursuant to Section 5(f) of the related Mortgage Loan Purchase Agreement. (e) To the extent permitted by the applicable Loan documents and applicable law, the Master Servicer or Special Servicer may charge the related Mortgagor (and retain or share such fee in accordance with Section 3.11) a fee in connection with any enforcement or waiver contemplated in this Section 3.08. Section 3.09 Realization Upon Defaulted Loans; Required Appraisals; Appraisal Reduction Calculation. (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c), 3.09(d) and 6.11, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Specially Serviced Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, including pursuant to Section 3.21. Subject to Section 3.12(d) and Section 3.20(d), the Special Servicer shall advance all costs and expenses incurred by it in any such proceedings, and shall be entitled to reimbursement therefor as provided in Section 3.05(a) or Section 3.05A, as applicable. The Special Servicer shall be responsible, consistent with the Servicing Standard, for determining whether to exercise any rights it may have under the cross-collateralization and/or cross-default provisions of a Cross-Collateralized Mortgage Loan. Nothing contained in this Section 3.09 shall be construed so as to require the Special Servicer, on behalf of the Certificateholders and, in the case of a Loan Group Mortgaged Property, on behalf of the related Companion Loan Noteholders, to make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the Special Servicer in its reasonable and good faith judgment taking into account the factors described in Section 3.19 and the results of any appraisal obtained as provided below in this Section 3.09, all such bids to be made in a manner consistent with the Servicing Standard. If and when the Master Servicer or the Special Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Specially Serviced Loan, whether for purposes of bidding at foreclosure or otherwise, it may have an appraisal performed with respect to such property by an Independent Appraiser or other expert in real estate matters, which appraisal shall take into account the factors specified in Section 3.19, and the cost of which appraisal shall be covered by, and be reimbursable as, a Servicing Advance; provided that if the Master Servicer intends to obtain an appraisal in connection with the foregoing, the Master Servicer shall so notify the Special Servicer and consult with the Special Servicer regarding such appraisal. If any Serviced Loan becomes a Required Appraisal Loan, then the Special Servicer shall (i) obtain or conduct, as applicable, a Required Appraisal within 60 days of such Serviced Loan's becoming a Required Appraisal Loan (unless a Required Appraisal was obtained or conducted, as applicable, with respect to such Required Appraisal Loan within the prior 12 months and the Special Servicer reasonably believes, in accordance with the Servicing Standard, that no material change has subsequently occurred with respect to the related Mortgaged Property that would draw into question the applicability of such Required Appraisal) and (ii) obtain or conduct, as applicable, an update of the most recent Required Appraisal approximately 12 months following the most recent Required Appraisal or subsequent update thereof for so long as such Serviced Loan or any successor REO Loan, as the case may be, remains a Required Appraisal Loan. The Special Servicer shall deliver copies of all such Required Appraisals and updated Required Appraisals to the Trustee, the Master Servicer, in the case of a Loan Group Mortgaged Property, the related Companion Loan Noteholder, in each such case, promptly following the Special Servicer's receipt of the subject appraisal, and to the Controlling Class Directing Holder upon request, and based thereon, the Special Servicer shall calculate and notify the Trustee, the Master Servicer, the Controlling Class Directing Holder, with respect to a Loan Group, the related Companion Loan Noteholders of any resulting Appraisal Reduction Amount. Such calculations by the Special Servicer shall be subject to review and confirmation by the Master Servicer, provided that the Master Servicer may rely on any information provided by the Special Servicer. The Master Servicer shall, at the direction of the Special Servicer, advance the cost of each such Required Appraisal and updated Required Appraisal; provided, however, that such expense will be subject to reimbursement to the Master Servicer as a Servicing Advance out of the related Custodial Account pursuant to Section 3.05(a) or Section 3.05A. At any time that an Appraisal Reduction Amount exists with respect to any Required Appraisal Loan, the applicable Directing Holder (without giving effect to any Control Appraisal Event which may have been triggered by the most recent Appraisal Reduction Amount) may, at its own expense, direct the Special Servicer to obtain and deliver to the Master Servicer, the Directing Holder and the Trustee an appraisal that satisfies the requirements of a "Required Appraisal," and upon the written request of the applicable Directing Holder, if such new appraisal materially differs from the previously obtained Required Appraisal, the Special Servicer shall recalculate the Appraisal Reduction Amount in respect of such Required Appraisal Loan based on the appraisal obtained by the Special Servicer and shall notify the Trustee, the Master Servicer and the applicable Directing Holder of such recalculated Appraisal Reduction Amount. (b) Notwithstanding any other provision of this Agreement, no Mortgaged Property shall be acquired by the Special Servicer on behalf of the Certificateholders (and, in the case of a Loan Group Mortgaged Property, the related Companion Loan Noteholders) under such circumstances, in such manner or pursuant to such terms as would, in the reasonable, good faith judgment of the Special Servicer (exercised in accordance with the Servicing Standard), (i) cause such Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code (unless the portion of such Mortgaged Property that is not treated as "foreclosure property" and that is held by the Lower-Tier REMIC at any given time constitutes not more than a de minimis amount of the assets of the Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860D-1(b)(3)(i) and (ii)), or (ii) except as permitted by Section 3.18(a), subject the Trust Fund to the imposition of any federal income taxes under the Code. Subject to the foregoing, however, a Mortgaged Property may be acquired through a single member limited liability company if the Special Servicer determines that such an action is appropriate to protect the Trust and/or any related Companion Loan Noteholder from potential liability. In addition, the Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either: (i) such personal property is, in the reasonable, good faith judgment of the Special Servicer (exercised in accordance with the Servicing Standard), incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be covered by, and be reimbursable as, a Servicing Advance) to the effect that the holding of such personal property as part of the Trust Fund will not cause the imposition of a tax on the REMIC Pool under the REMIC Provisions or cause the REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is outstanding. (c) Notwithstanding the foregoing provisions of this Section 3.09, neither the Master Servicer nor the Special Servicer shall, on behalf of the Trustee (and, in the case of a Loan Group Mortgaged Property, on behalf of the related Companion Loan Noteholders), obtain title to a Mortgaged Property by foreclosure, deed in lieu of foreclosure or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders (and, in the case of a Loan Group Mortgaged Property, the related Companion Loan Noteholders), could, in the reasonable, good faith judgment of the Special Servicer, exercised in accordance with the Servicing Standard, be considered to hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or any comparable law (a "potentially responsible party"), unless such action is consistent with Section 6.11 and the Special Servicer has previously determined (as evidenced by an Officer's Certificate to such effect delivered to the Trustee (and, in the case of a Loan Group Mortgaged Property, the related Companion Loan Noteholders) that shall specify all of the bases for such determination), in accordance with the Servicing Standard and based on an Environmental Assessment of such Mortgaged Property performed by an Independent Person, who regularly conducts Environmental Assessments, within six months prior to any such acquisition of title or other action (a copy of which Environmental Assessment shall be delivered to the Trustee, the Master Servicer and, in the case of a Loan Group Mortgaged Property, the related Companion Loan Noteholders, that: (i) the Mortgaged Property is in compliance with applicable environmental laws and regulations or, if not, that it would (taking into account the coverage provided under any related Environmental Insurance Policy) maximize the recovery on the related Serviced Loan to the Certificateholders (as a collective whole) (or, if a Loan Group is involved, would maximize the recovery on such Loan Group to the Certificateholders and the related Companion Loan Noteholders (as a collective whole)), on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders (or, in the case of a Loan Group, to Certificateholders and the related Companion Loan Noteholders) to be performed at a rate taking into account the related Mortgage Rate (or, in the case of any Loan Group, at the weighted average of the Mortgage Rates for such Loan Group) and the risk of collection, in each case), to acquire title to or possession of the Mortgaged Property and to take such actions as are necessary to bring the Mortgaged Property into compliance therewith in all material respects; and (ii) there are no circumstances or conditions present at the Mortgaged Property relating to the use, management or disposal of Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations or, if such circumstances or conditions are present for which any such action could reasonably be expected to be required, that it would (taking into account the coverage provided under any related Environmental Insurance Policy) maximize the recovery on the related Serviced Loan to the Certificateholders (as a collective whole) (or, if a Loan Group is involved, would maximize the recovery of such Loan Group to the Certificateholders and the related Companion Loan Noteholders (as a collective whole)), on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders (or, in the case of a Loan Group, to Certificateholders and the related Companion Loan Noteholders) to be performed at a rate taking into account the related Mortgage Rate (or, in the case of any Loan Group, at the weighted average of the Mortgage Rates for such Loan Group) in each case), and taking into account the risk of collection to acquire title to or possession of the Mortgaged Property and to take such actions with respect to the affected Mortgaged Property. The Special Servicer shall, in good faith, undertake reasonable efforts to make the determination referred to in the preceding paragraph and may conclusively rely on the Environmental Assessment referred to above in making such determination. The cost of any such Environmental Assessment shall be covered by, and reimbursable as, a Servicing Advance; and if any such Environmental Assessment so warrants, the Special Servicer shall perform or cause to be performed such additional environmental testing as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding paragraph have been satisfied (the cost of any such additional testing also to be covered by, and reimbursable as, a Servicing Advance). The cost of any remedial, corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding paragraph, shall be payable out of the related Custodial Account pursuant to Section 3.05 or Section 3.05A, as applicable (or, in the case of a Loan Group, to the extent the funds in the applicable Loan Group Custodial Account are insufficient, shall be payable out of funds in the Pool Custodial Account). (d) If the environmental testing contemplated by Section 3.09(c) above establishes that any of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied with respect to any Mortgaged Property securing a defaulted Serviced Loan, the Special Servicer shall take such action as is in accordance with the Servicing Standard (other than proceeding against the Mortgaged Property). At such time as it deems appropriate, the Special Servicer may, on behalf of the Trust (and, if a Companion Loan is affected, the related Companion Loan Noteholders), subject to Section 6.11, release all or a portion of such Mortgaged Property from the lien of the related Mortgage. (e) The Special Servicer shall report to the Master Servicer, the Underwriters, the Trustee, and if a Loan Group is affected, the related Companion Loan Noteholders monthly in writing as to any actions taken by the Special Servicer with respect to any Mortgaged Property that represents security for a defaulted Serviced Loan as to which the environmental testing contemplated in Section 3.09(c) above has revealed that any of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of all such conditions and release of the lien of the related Mortgage on such Mortgaged Property. (f) The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of seeking to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the affected Serviced Loan permit such an action, and shall, in accordance with the Servicing Standard, seek such deficiency judgment if it deems advisable (the cost of which undertaking shall be covered by, and be reimbursable as, a Servicing Advance). (g) The Special Servicer shall prepare and file information returns with respect to the receipt of mortgage interest received with respect to any Serviced Loan required by Section 6050H of the Code and, as to any Serviced Loan, the reports of foreclosures and abandonments of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050J and 6050P of the Code. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code. (h) As soon as the Special Servicer makes a Final Recovery Determination with respect to any Serviced Loan or REO Property, it shall promptly notify the Trustee, the Master Servicer and, if a Loan Group is affected, the related Companion Loan Noteholders. The Special Servicer shall maintain accurate records, prepared by a Servicing Officer, of each such Final Recovery Determination (if any) and the basis thereof. Each such Final Recovery Determination (if any) shall be evidenced by an Officer's Certificate delivered to the Trustee, the Master Servicer and, if a Loan Group is affected, the related Companion Loan Noteholders, no later than the seventh Business Day following such Final Recovery Determination. Section 3.10 Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall promptly notify the Trustee (and, in the case of a Companion Loan, the related Companion Loan Noteholders) by a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the appropriate Custodial Account pursuant to Section 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File and, in the case of a Companion Loan, the original of the Mortgage Note for such Companion Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Companion Loan, the Master Servicer shall cause the related Companion Loan Noteholders to release the Mortgage Note for such Companion Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Distribution Account or any Custodial Account. (b) If from time to time, and as appropriate for servicing or foreclosure of any Serviced Loan, the Master Servicer or the Special Servicer shall otherwise require any Mortgage File (or any portion thereof) (or the original of the Mortgage Note for the Companion Loans), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of the Companion Loans, the Master Servicer shall cause the related Companion Loan Noteholders to release the original of the Mortgage Note for such Companion Loan) to the Master Servicer or the Special Servicer, as the case may be. Upon return of such Mortgage File (or such portion thereof) (or such original Mortgage Note for the related Companion Loans) to the Trustee or related Custodian (or to the related Companion Loan Noteholders), or the delivery to the Trustee (or to the related Companion Loan Noteholders) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Loan was liquidated and that all amounts received or to be received in connection with such liquidation that are required to be deposited into the related Custodial Account pursuant to Section 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited, or that the related Mortgaged Property has become an REO Property, the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. (c) Within seven Business Days (or within such shorter period (but no less than three Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, in the case of a Loan Group Mortgaged Property, the related Companion Loan Noteholders) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Loan Group Mortgaged Property, also on behalf of the related Companion Loan Noteholders) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee's sale or other documents stated by the Special Servicer to be reasonably necessary to the foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or the Companion Loan Noteholders. Together with such documents or pleadings, the Special Servicer shall deliver to the Trustee (and, in the case of a Loan Group Mortgaged Property, the related Companion Loan Noteholders) a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Loan Group Mortgaged Property, also on behalf of the related Companion Loan Noteholders) will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Section 3.11 Servicing Compensation; Payment of Expenses. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Master Servicing Fee with respect to each Loan (other than the Non-Serviced Companion Loans but including the Non-Serviced Trust Loans), including each Specially Serviced Loan, and each REO Loan. As to each Loan (other than the Non-Serviced Companion Loans but including the Non-Serviced Trust Loans) and REO Loan, the Master Servicing Fee shall: (i) accrue from time to time at the related Master Servicing Fee Rate on the same principal amount as interest accrues from time to time on such Loan or is deemed to accrue from time to time on such REO Loan; and (ii) be calculated on a 30/360 Basis (or, in the case of the Companion Loans and any related REO Loans, on an Actual/360 Basis) (or, in the event that a Principal Prepayment in full or other Liquidation Event shall occur with respect to any such Loan or REO Loan on a date that is not a Due Date, on the basis of the actual number of days to elapse from and including the most recently preceding related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month consisting of 30 days). The Master Servicing Fee with respect to any such Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid Master Servicing Fees shall be payable monthly, on a loan-by-loan basis, from payments of interest on each such Loan and REO Revenues allocable as interest on each such REO Loan. The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any such Loan or REO Loan out of that portion of related Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a) or Section 3.05A(a), as applicable. The right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. Additional servicing compensation in the form of (i) Net Default Charges, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds, and any similar fees (excluding Prepayment Premiums and Yield Maintenance Charges), in each case to the extent actually paid by a Mortgagor with respect to any Serviced Loan and accrued during the time that such Serviced Loan was not a Specially Serviced Loan, (ii) 100% of each modification fee or extension fee actually paid by a Mortgagor with respect to a modification, consent, extension, waiver or amendment agreed to by the Master Servicer pursuant to Section 3.21(c) (except that the Master Servicer shall be entitled to only 50% of each modification fee or extension fee actually paid by the Mortgagor with respect to a modification, consent, waiver or amendment agreed to by the Master Servicer pursuant to this Agreement if the approval or consent of the Special Servicer (or the Directing Holder with respect to an extension of maturity granted pursuant to Section 3.21(c)) was required in connection therewith) and 100% of any fee actually paid by a Mortgagor in connection with a defeasance of a Serviced Loan as contemplated under Section 3.21(k), and (iii) 50% of any and all assumption fees and 100% of any and all assumption application fees up to $5,000 in connection with each assumption, transfer or substitution and 50% of the excess, if any, of the assumption application fees received with respect to each assumption, transfer or substitution over $5,000, in each case, actually paid by a Mortgagor in accordance with the related Loan documents, with respect to any transfer of a Mortgaged Property or any assumption or substitution agreement entered into by the Master Servicer on behalf of the Trust (or, in the case of a Loan Group, on behalf of the Trust and the related Companion Loan Noteholders) pursuant to Section 3.08(a) or paid by a Mortgagor with respect to any transfer of an interest in a Mortgagor pursuant to Section 3.08(a), shall be retained by the Master Servicer or promptly paid to the Master Servicer by the Special Servicer and such additional servicing compensation is not required to be deposited in any Custodial Account. The Master Servicer shall also be entitled to additional servicing compensation in the form of (i) Prepayment Interest Excesses (except in the case of the Companion Loans); (ii) interest or other income earned on deposits in the Custodial Accounts in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to each such account for each Collection Period); and (iii) to the extent not required to be paid to any Mortgagor under applicable law, any interest or other income earned on deposits in the Servicing Accounts, the Reserve Accounts and the Defeasance Deposit Account maintained thereby (but only to the extent of the Net Investment Earnings, if any, with respect to each such account for each Collection Period). (b) Except as provided in the last sentence of this paragraph, as compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and each REO Loan that was previously a Serviced Loan. With respect to each such Specially Serviced Loan and REO Loan, for any calendar month (or portion thereof), the Special Servicing Fee shall: (i) accrue from time to time at the Special Servicing Fee Rate on the same principal amount as interest accrues from time to time on such Loan or is deemed to accrue from time to time on such REO Loan; and (ii) be calculated on a 30/360 Basis (or, in the case of the Companion Loans, and in each case any related REO Loans, on an Actual/360 Basis) (or, in the event that a Principal Prepayment in full or other Liquidation Event shall occur with respect to any such Specially Serviced Loan or REO Loan on a date that is not a Due Date, on the basis of the actual number of days to elapse from and including the most recently preceding related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event, in a month consisting of 30 days and, in the case of any other partial period that does not run from one Due Date through and including the day immediately preceding the next Due Date, on the basis of the actual number of days in such period in a month consisting of 30 days). The Special Servicing Fee with respect to any such Specially Serviced Loan or REO Loan shall cease to accrue as of the date a Liquidation Event occurs in respect thereof or it becomes a Corrected Loan. Earned but unpaid Special Servicing Fees shall be payable monthly out of general collections on the Mortgage Loans and any REO Properties (or, in the case of Special Servicing Fees in respect of a Serviced Loan Group, first out of collections relating to such Loan Group or any related REO Property and, if insufficient therefor, out of general collections on the Mortgage Loans and REO Properties) on deposit in the appropriate Custodial Account pursuant to Section 3.05(a) or Section 3.05A(a), as applicable. As further compensation for its services hereunder, the Special Servicer shall be entitled to receive the Workout Fee with respect to each Corrected Loan. As to each such Corrected Loan, the Workout Fee shall be payable from, and shall be calculated by application of the Workout Fee Rate to, all collections of principal, interest (other than Default Interest), Prepayment Premiums and/or Yield Maintenance Charges received on such Loan for so long as it remains a Corrected Loan; provided that no Workout Fee shall be payable from, or based upon the receipt of, Liquidation Proceeds collected in connection with the purchase of any such Specially Serviced Loan or REO Property by a Purchase Option Holder pursuant to Section 3.19, by the Depositor, each Mortgage Loan Seller, the Special Servicer, a Controlling Class Certificateholder or the Master Servicer pursuant to Section 9.01, a Companion Loan Noteholder or its designee pursuant to the Co-Lender Agreement, and within the time period provided in such Co-Lender Agreement, by the Mortgage Loan Seller pursuant to Section 2.03(a) within the time period provided for therein, or by the holder of a related mezzanine loan pursuant to a purchase right in connection with a Loan default as set forth in the related intercreditor agreement, or out of any Condemnation Proceeds, or the repurchase of a Companion Loan by the related mortgage loan seller pursuant to the mortgage loan purchase agreement entered into in connection with the issuance of any Companion Loan Securities within the time period provided for therein. The Workout Fee with respect to any Corrected Loan will cease to be payable if such Corrected Loan again becomes a Specially Serviced Loan or if the related Mortgaged Property becomes an REO Property; provided that a new Workout Fee will become payable if and when the particular Serviced Loan again becomes a Corrected Loan. If the Special Servicer is terminated, removed or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of (i) Serviced Loans that became Corrected Loans during the period that it acted as Special Servicer and were still such at the time of such termination, removal or resignation and (ii) any Specially Serviced Loan for which the Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan or Serviced Companion Loan to be a Specially Serviced Loan except that the requirement for three consecutive full and timely Monthly Payments with respect to such Mortgage Loan or Serviced Companion Loan has not yet been satisfied as of the date of such termination or resignation but is subsequently satisfied and such Mortgage Loan or Serviced Companion Loan otherwise meets the requirements of a Corrected Loan, with the Workout Fee with respect to such Mortgage Loan or Serviced Companion Loan payable only after such requirements have been met (including the requirement that three payments be made) (and any successor Special Servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such Serviced Loan ceases to be payable in accordance with the preceding sentence. As further compensation for its activities hereunder, the Special Servicer shall also be entitled to receive the Liquidation Fee with respect to (i) each Specially Serviced Loan as to which it receives a full, partial or discounted payoff, (ii) each Specially Serviced Loan that was repurchased by a Mortgage Loan Seller, and (iii) each Specially Serviced Loan and REO Property as to which it receives Liquidation Proceeds, in each case, subject to the provisos to the next sentence. As to each such Specially Serviced Loan or REO Property, the Liquidation Fee shall be payable from, and shall be calculated by application of the Liquidation Fee Rate to, such full, partial or discounted payoff and/or Liquidation Proceeds (exclusive of any portion of such payoff or proceeds that represents Default Interest); provided that no Liquidation Fee shall be payable (i) with respect to any such Specially Serviced Loan that becomes a Corrected Loan (unless it is subsequently liquidated in connection with a subsequent event that causes it to become a Specially Serviced Loan and a Liquidation Fee would be payable in connection with such liquidation), (ii) from, or based upon the receipt of, Liquidation Proceeds collected in connection with the purchase of any such Specially Serviced Loan or REO Property by a Purchase Option Holder pursuant to Section 3.19, by the Depositor, a Mortgage Loan Seller, the Special Servicer, a Controlling Class Certificateholder or the Master Servicer pursuant to Section 9.01, by a Companion Loan Noteholder or its designee pursuant to the related Co-Lender Agreement and within the period specified in such Co-Lender Agreement, by a Mortgage Loan Seller pursuant to Section 2.03(a) in connection with a Material Document Defect or a Material Breach (within the applicable cure period contained in Section 2.03 with respect to the Material Document Defect or Material Breach, as applicable, that gave rise to the particular repurchase obligation), by the holder of a related mezzanine loan pursuant to a purchase right in connection with a Loan default as set forth in the related intercreditor agreement within 60 days after the purchase right is first exercisable, or (iii) in connection with a Loss of Value Payment by a Mortgage Loan Seller. If the Special Servicer is terminated or resigns in accordance with Section 6.09 or Section 6.04, respectively, it shall retain the right to receive any and all Workout Fees payable in respect of (i) any Mortgage Loan or Serviced Companion Loan that became a Corrected Loan during the period that it acted as Special Servicer and was still a Corrected Loan at the time of such termination or resignation and (ii) any Specially Serviced Loan for which the Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan or Serviced Companion Loan to be a Specially Serviced Loan except that the requirement of three consecutive full and timely Monthly Payments with respect to such Mortgage Loan or Serviced Companion Loan has not yet been satisfied as of the date of such termination or resignation and such Mortgage Loan or Serviced Companion Loan otherwise meets the requirements of a Corrected Loan, with the Workout Fee with respect to such Mortgage Loan or Serviced Companion Loan payable only after such requirements have been met (including the requirement that three payments be made) (and any successor Special Servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such Loan ceases to be payable in accordance with the preceding sentence. Notwithstanding anything to the contrary herein, a Liquidation Fee and a Workout Fee relating to the same Loan shall not be paid from the same proceeds with respect to such Loan. The Special Servicer's right to receive the Special Servicing Fee, the Workout Fee and the Liquidation Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer's responsibilities and obligations under this Agreement. The Special Servicer will not be entitled to any compensation with respect to the Non-Serviced Loan Groups, which are serviced under the applicable Lead PSA. (c) Additional special servicing compensation in the form of (i) Net Default Charges actually collected on the Mortgage Pool that accrued with respect to a Specially Serviced Loan or an REO Loan, (ii) with respect to any Specially Serviced Loan, 100% of any and all assumption fees, assumption application fees and other applicable fees, actually paid by a Mortgagor in accordance with the related Loan documents, with respect to any transfer of the Mortgaged Property or any assumption or substitution agreement entered into by the Special Servicer on behalf of the Trust (or, in the case of a Serviced Loan Group, on behalf of the Trust and the related Companion Loan Noteholders) pursuant to Section 3.08(b) or paid by a Mortgagor with respect to any transfer of an interest in a Mortgagor pursuant to Section 3.08(b), (iii) with respect to any Performing Serviced Loan, 50% of the excess, if any, of any assumption application fees over $5,000 received by the Master Servicer with respect to each assumption, transfer or substitution, and 50% of any and all assumption fees, in each case actually paid by the Mortgagor in accordance with the related Loan documents with respect to any transfer of a Mortgaged Property or any assumption or substitution agreement entered into by the Master Servicer on behalf of the Trust pursuant to Section 3.08(a) or paid by the Mortgagor with respect to any transfer of an interest in a Mortgagor pursuant to Section 3.08(a), (iv) any and all assumption fees, modification fees, consent fees, extension fees and similar fees actually collected on the Serviced Loans that are not otherwise payable to the Master Servicer as additional servicing compensation pursuant to Section 3.11(a) and (v) 50% of each modification fee or extension fee actually paid by the Mortgagor with respect to a modification, consent, waiver or amendment agreed to by the Master Servicer pursuant to this Agreement if the approval or consent of the Special Servicer (or the Directing Holder with respect to an extension of maturity granted pursuant to Section 3.21(c)) was required in connection therewith and 100% of any modification fee or extension fee and any other applicable fee that is actually paid by the Mortgagor in connection with an extension of the maturity date of a Performing Serviced Loan approved by the Special Servicer in accordance with Section 3.21(d), shall be retained by the Special Servicer or promptly paid to the Special Servicer by the Master Servicer, as the case may be, and shall not be required to be deposited in any Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a). The Special Servicer shall also be entitled to additional special servicing compensation in the form of interest or other income earned on deposits in any of the REO Accounts, if established, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for each Collection Period). (d) The Master Servicer and the Special Servicer shall each be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including payment of any amounts due and owing to the Primary Servicer or any of its Sub-Servicers and the premiums for any blanket policy obtained by it insuring against hazard losses pursuant to Section 3.07(b)), if and to the extent such expenses are not payable directly out of any of the Custodial Accounts or, in the case of the Special Servicer, any of the REO Accounts, and neither the Master Servicer nor the Special Servicer shall be entitled to reimbursement for such expenses except as expressly provided in this Agreement. Section 3.12 Certain Matters Regarding Servicing Advances. (a) If the Master Servicer or Special Servicer is required under any provision of this Agreement to make a Servicing Advance, but neither does so within 15 days after such Advance is required to be made, the Trustee shall, if it has actual knowledge of such failure on the part of the Master Servicer or Special Servicer, as the case may be, give written notice of such failure, as applicable, to the Master Servicer or the Special Servicer. If such Servicing Advance is not made by the Master Servicer or the Special Servicer, as applicable, within three Business Days after such notice is given to the Master Servicer or the Special Servicer, as applicable, then (subject to Section 3.12(d)) the Trustee shall make such Servicing Advance. If the Trustee fails to make any Servicing Advance required to be made under this Agreement, then (subject to Section 3.12(d)) the Fiscal Agent shall make such Servicing Advance within one Business Day of such failure by the Trustee and, if so made, the Trustee shall be deemed not to be in default under this Agreement. (b) The Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent shall each be entitled to receive interest at the Reimbursement Rate in effect from time to time, compounded annually, accrued on the amount of each Servicing Advance made thereby (with its own funds) for so long as such Servicing Advance is outstanding, such interest to be payable: (i) out of any Default Charges on deposit in the Pool Custodial Account that were collected on or in respect of the related Mortgage Loan during the same Collection Period in which such Servicing Advance is reimbursed; and (ii) to the extent that such Default Charges are insufficient, but not before the related Advance has been reimbursed pursuant to this Agreement, out of general collections on the Mortgage Loans and REO Properties on deposit in the Pool Custodial Account; provided that, if such Servicing Advance was made with respect to a Serviced Loan Group or a Loan Group Mortgaged Property (other than the Non-Serviced Loan Groups), then such interest shall first be payable out of amounts on deposit in the related Loan Group Custodial Account in accordance with clause (viii) of Section 3.05A. (c) The Master Servicer shall reimburse itself, the Special Servicer, the Trustee or the Fiscal Agent, as appropriate and in accordance with Section 3.03, Section 3.05(a), Section 3.05(e) or Section 3.05A(a), as applicable, for any Servicing Advance as soon as practicable after funds available for such purpose are deposited in the related Custodial Account. (d) Notwithstanding anything herein to the contrary, none of the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall be required to make out of its own funds any Servicing Advance that would, if made, constitute a Nonrecoverable Servicing Advance. The determination by either the Master Servicer or the Special Servicer that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be made in accordance with the Servicing Standard and shall be evidenced by an Officer's Certificate delivered promptly to the Trustee and the Depositor (and, if affected thereby, the related Companion Loan Noteholder), setting forth the basis for such determination, together with a copy of any appraisal of the related Mortgaged Property or REO Property, as the case may be (which appraisal shall be an expense of the Trust, shall take into account the factors specified in Section 3.19 and shall have been conducted by an Independent Appraiser in accordance with the standards of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to the extent available and/or in the Master Servicer's or the Special Servicer's possession) and any engineers' reports, environmental surveys or similar reports that the Master Servicer or the Special Servicer may have obtained and that support such determination. If the Master Servicer intends to obtain an appraisal in connection with the foregoing, the Master Servicer shall so notify the Special Servicer and consult with the Special Servicer regarding such appraisal. The Trustee and the Fiscal Agent shall be entitled to rely, conclusively, on any determination by the Master Servicer or the Special Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer or the Special Servicer has failed to make a Servicing Advance for reasons other than a determination by the Master Servicer or the Special Servicer, as applicable, that such Servicing Advance would be a Nonrecoverable Advance, the Trustee or the Fiscal Agent, as applicable, shall make such Servicing Advance within the time periods required by Section 3.12(a) unless the Trustee or the Fiscal Agent, in good faith, makes a determination that such Servicing Advance would be a Nonrecoverable Advance. In addition, the Master Servicer and Special Servicer shall consider Workout-Delayed Reimbursement Amounts in respect of prior Servicing Advances on the applicable Mortgage Loan that have not been repaid by the related Mortgagor for the purposes of nonrecoverability determinations as if such amounts were unreimbursed Servicing Advances. Although the Special Servicer may determine whether an Advance is a Nonrecoverable Advance, the Special Servicer will have no right to make an affirmative determination that any P&I Advance or Servicing Advance made or to be made by the Master Servicer, Trustee or Fiscal Agent is, or would be, recoverable. In the absence of a determination by the Special Servicer that an Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Advances made or to be made by the Master Servicer, the Trustee or the Fiscal Agent will remain with the Master Servicer, the Trustee or the Fiscal Agent, as applicable. (e) Notwithstanding anything set forth herein to the contrary, the Master Servicer shall (at the direction of the Special Servicer if a Specially Serviced Loan or an REO Property is involved) pay directly out of the Pool Custodial Account or the related Loan Group Custodial Account, as applicable, any servicing expense that, if advanced by the Master Servicer or the Special Servicer, would constitute a Nonrecoverable Servicing Advance; provided that the Master Servicer (or the Special Servicer, if a Specially Serviced Loan or an REO Property is involved) has determined in accordance with the Servicing Standard that making such payment, in the case of withdrawals from the Pool Custodial Account, is in the best interests of the Certificateholders (as a collective whole) or, in the case of a Custodial Account, is in the best interests of the Certificateholders and, in the case of a Serviced Loan Group, the related Companion Loan Noteholders (as a collective whole), as evidenced in each case by an Officer's Certificate delivered promptly to the Trustee, the Depositor, the Controlling Class Directing Holder and, if affected thereby, the applicable Companion Loan Noteholder, setting forth the basis for such determination and accompanied by any information that such Person may have obtained that supports such determination. A copy of any such Officer's Certificate (and accompanying information) of the Master Servicer shall also be promptly delivered to the Special Servicer, and a copy of any such Officer's Certificate (and accompanying information) of the Special Servicer shall also be promptly delivered to the Master Servicer. The Master Servicer may conclusively rely on any information in this regard provided by the Special Servicer (if other than the Master Servicer or an Affiliate thereof). (f) Notwithstanding anything to the contrary in this Agreement, the Master Servicer shall not waive any fees that would be due or partially due to the Special Servicer without the Special Servicer's consent and the Special Servicer shall not waive any fees that would be due or partially due to the Master Servicer without the Master Servicer's consent. Section 3.13 Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the related Serviced Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loan, the cost of which shall be paid by the Master Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. Beginning in 2006, the Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee. (b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced Loan, and the Master Servicer, in the case of each Performing Serviced Loan, shall each, consistent with the Servicing Standard and to the extent permitted under the Loan Documents, use reasonable efforts to obtain quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. In addition to the foregoing and solely with respect to the Loan Groups, the Special Servicer and the Master Servicer, as applicable, shall each, consistent with the Servicing Standard and the terms of the Loan Documents, use reasonable efforts to obtain occupancy reports, sales reports for retail tenants, 24-month rolling lease expiration schedules, reserve balances and capital expenditure statements, as well as information as to bankrupt tenants and tenants whose leases have expired and have not been renewed. The Special Servicer shall, promptly following receipt, deliver copies (in either physical or electronic form) of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies (in either physical or electronic form) of all such materials received or obtained by it pursuant to the foregoing sentence and this sentence to the Trustee, the Special Servicer, any Controlling Class Certificateholders and, in the case of the Loan Groups, to the related Companion Loan Noteholders, in each case upon request; provided that, with respect to the Loan Groups, the Master Servicer shall forward any of the foregoing financial statements received with respect to the Loan Group Mortgaged Properties to the Trustee promptly upon receipt thereof without the Trustee having to make a request, but only insofar as such financial statements are to be included in an Annual Report on Form 10-K; and provided, further, that in the event that any losses are incurred by the Depositor that are based upon or arise out of financial statements filed with the Commission with respect to the Loan Group Mortgaged Properties, the Trustee shall assign or subrogate, as appropriate, any rights it may have against the related Mortgagor with respect to such financial statements or against the applicable auditors under any independent auditors' report filed together with such financial statements, to the Depositor and/or its designee, to the extent such assignment is permitted by applicable law. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer with respect to a Performing Serviced Loan and the Special Servicer with respect to a Specially Serviced Loan shall prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Serviced Loan and the Special Servicer with respect to a Specially Serviced Loan shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the case may be. The Master Servicer or Special Servicer, as applicable, shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any such Mortgaged Property or REO Property (other than the Mortgaged Property securing a Non-Serviced Loan Group), as the case may be, to update and normalize the corresponding annual year-end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any such Mortgaged Property or REO Property (other than the Mortgaged Property securing a Non-Serviced Loan Group), as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded to the Trustee automatically until such time as a Form 15 is filed with respect to the Trust pursuant to Section 8.15(c), and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. (c) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans and any REO Properties, providing the required information as of the end of the preceding calendar month: (i) a CMSA Property File; (ii) a CMSA Comparative Financial Status Report; and (iii) a CMSA Special Servicer Loan File. Not later than 2:00 p.m. (New York City time) on the third Business Day prior to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans, any REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report. (d) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, and the Trustee shall on such Distribution Date make copies available to the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to the Loans. If the Master Servicer determines, in its reasonable judgment, that information regarding the Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then it shall forward such information in the form of a Supplemental Report to the Trustee in accordance with Section 4.02(a). (e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee (and the Trustee shall make available, upon request, to the Special Servicer and any Controlling Class Certificateholder or Loan Group Directing Holder) the reports set forth in Section 3.13(d) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.13(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the applicable Lead Master Servicer pursuant to the applicable Lead PSA. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c) and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this Agreement. (f) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.13, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto. (g) Annually, on the Distribution Date in March of each year, beginning on the Payment Date in March 2006, the Master Servicer will provide to the Directing Holder a schedule of Mortgage Loans indicating (i) whether any Mortgage Loan with an outstanding principal balance of $10,000,000 or greater has an all-risk insurance policy with an exclusion for terrorism or has a stand-alone terrorism insurance policy in place and (ii) the annual renewal date for any policies specified in clause (i). The Master Servicer will also provide to the Directing Holder a copy of the insurance renewal certificate for the terrorism insurance policy for any all-risk policy and any stand-alone policy for each Mortgage Loan with a Cut-Off Date Balance greater than or equal to $17,500,000 which either does not have terrorism insurance or has a stand-alone terrorism insurance policy. Section 3.13A. Delivery of Certain Reports to the Companion Loan Noteholders. (a) The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Companion Loan Noteholder a written report (in physical or electronic form), prepared in the manner set forth in Section 3.13, of each inspection performed by it with respect to the related Loan Group Mortgaged Properties (other than the Mortgaged Property securing the Non-Serviced Loan Groups, which are serviced under the applicable Lead PSA). The Master Servicer shall promptly deliver to each Companion Loan Noteholder (in either physical or electronic form): (i) copies of operating statements and rent rolls; (ii) upon request, annual CMSA NOI Adjustment Worksheets (with annual operating statements as exhibits); and (iii) annual CMSA Operating Statement Analysis Reports, in each case prepared, received or obtained by it pursuant to Section 3.13 with respect to the related Loan Group Mortgaged Properties (other than the Mortgaged Property securing the Non-Serviced Loan Group, which are serviced under the applicable Lead PSA). (b) If the Loans forming the Loan Groups constitute Specially Serviced Loans, or if the Loan Group Mortgaged Properties have become REO Properties, then each calendar month, not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Loan Groups and/or the Loan Group Mortgaged Properties, providing the required information as of the end of the preceding calendar month: (i) a CMSA Property File (or similar report satisfactory to the Master Servicer); and (ii) a CMSA Comparative Financial Status Report (or similar report satisfactory to the Master Servicer). If the Loans forming the Loan Groups constitute Specially Serviced Loans, or if the Loan Group Mortgaged Properties have become REO Properties, then each calendar month, not later than 2:00 p.m. (New York City time) on the second Business Day prior to the Master Servicer Remittance Date in such month, the Special Servicer shall deliver or cause to be delivered to the Master Servicer such of the following reports as may be relevant with respect to the Loan Groups and/or the Loan Group Mortgaged Properties: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report, (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (v) a CMSA REO Status Report. (c) Not later than 2:00 p.m. (New York City time) on the Loan Group Remittance Date (or in the case of the 1370 Avenue of the Americas Loan Group, the Master Servicer Remittance Date), the Master Servicer shall, with respect to the Serviced Loan Groups, prepare all Loan Group Servicing Reports as may be relevant and that are not otherwise required to be prepared by the Special Servicer pursuant to Section 3.13A(b). The Master Servicer shall include on one of such reports updated information as of the applicable Determination Date (or, in the case of the 1370 Avenue of the Americas Loan Group, its Due Date) regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b), 4.03(d) and/or 4.03A(d), such information to be presented on a loan-by-loan basis. (d) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13A(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.13A(b). In the case of information or reports to be furnished by the Master Servicer to the applicable Companion Loan Noteholder pursuant to Section 3.13B(a), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13A(b) and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13A(b), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13B(a) caused by the Special Servicer's failure to timely provide any report required under Section 3.13A(b) of this Agreement. Section 3.13B. Statements to the Companion Loan Noteholders. (a) On each Loan Group Remittance Date (or in the case of the 1370 Avenue of the Americas Loan Group, the Master Servicer Remittance Date), the Master Servicer shall forward to each Companion Loan Noteholder (other than the holders of the Non-Serviced Companion Loans with respect to which such holders will receive similar reports from the applicable Lead Master Servicer under the applicable Lead PSA) all Loan Group Servicing Reports prepared with respect to the related Loan Group, pursuant to Section 3.13A, during the calendar month in which such applicable Master Servicer Remittance Date occurs. (b) The Master Servicer shall only be obligated to deliver the statements, reports and information contemplated by Section 3.13B(a) to the extent it receives the necessary underlying information from the Special Servicer and shall not be liable for its failure to deliver such statements, reports and information on the prescribed due dates, to the extent caused by the failure of the Special Servicer to deliver timely such underlying information. Nothing herein shall obligate the Master Servicer or the Special Servicer to violate any applicable law prohibiting disclosure of information with respect to the related Mortgagor, and the failure of the Master Servicer or the Special Servicer to disseminate information for such reason shall not be a breach hereunder. Absent manifest error of which it has actual knowledge, neither the Master Servicer nor the Special Servicer shall be responsible for the accuracy or completeness of any information supplied to it by a Mortgagor, the Depositor, a Mortgage Loan Seller or third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer or the Special Servicer, as applicable, pursuant to this Agreement. Neither the Master Servicer nor the Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Mortgagor, the Depositor, a Mortgage Loan Seller, a third party or each other. Section 3.14 Annual Statement as to Compliance. Each of the Master Servicer and the Special Servicer shall deliver to the Trustee, the Rating Agencies, the Depositor, the Underwriters, the Companion Loan Noteholders of a Serviced Companion Loan, and each other, on or before April 30 of each year, beginning in 2006 (or, as to any such year, such earlier date as is contemplated by the second to last sentence of this Section 3.14), an Officer's Certificate (the "Annual Performance Certification") stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer or the Special Servicer, as the case may be, during the preceding calendar year (or, in the case of the first such certification, during the period from the Closing Date to December 31, 2005, inclusive) and, in particular, of its performance under this Agreement, has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer or the Special Servicer, as the case may be, has fulfilled all of its obligations under this Agreement in all material respects throughout such preceding calendar year or portion thereof (or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof), and (iii) the Master Servicer or the Special Servicer, as the case may be, has received no notice regarding the qualification, or challenging the status, of either REMIC Pool as a REMIC, from the IRS or any other governmental agency or body (or, if it has received any such notice, specifying the details thereof). Notwithstanding the timing provided for in the first sentence of this paragraph, unless the Trustee (with respect to the Trust) and each Subsequent Trustee (with respect to a Companion Loan Noteholder that is a trust established in connection with the issuance of Companion Loan Securities) have, in accordance with the Exchange Act and the rules and regulations promulgated thereunder, filed a Form 15 with respect to the applicable trust suspending all reporting requirements under the Exchange Act, the Annual Performance Certification to be delivered by each of the Master Servicer and the Special Servicer for any calendar year, shall, with respect to the trust that has not filed such Form 15, be delivered on or before March 20 of the following year, and if March 20 is not a Business Day, then the preceding Business Day; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2005. Any Officer's Certificate delivered to a Companion Loan Noteholder pursuant to this Section 3.14 shall be limited to the servicing of the related Serviced Loan Group. Section 3.15 Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2006 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters, the Companion Loan Noteholders, and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, unless the Trustee (with respect to the Trust) and each Subsequent Trustee (with respect to a Companion Loan Noteholder that is a trust established in connection with the issuance of Companion Loan Securities) have, in accordance with the Exchange Act and the rules and regulations promulgated thereunder, filed a Form 15 with respect to the applicable trust suspending all reporting requirements under the Exchange Act), the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer for any calendar year, shall, with respect to the trust that has not filed such Form 15, be delivered on or before March 20 of such following year, and if March 20 is not a Business Day, then the preceding Business Day; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2005. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.15 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation. Section 3.16 Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, the Master Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions from the Controlling Class Directing Holder or any Companion Loan Noteholder, if any, regarding the performance of any Serviced Loan that is delinquent, Specially Serviced Loan, Mortgage Loans, any Serviced Companion Loan on the CMSA Servicer Watch List or Serviced Loans otherwise reasonably identified as exhibiting delinquent performance. The Controlling Class Directing Holder, (and, if applicable, the with respect to a Serviced Companion Loan, the Companion Noteholder) agrees to identify for the Master Servicer in advance, but at least two (2) Business Days prior to the related monthly conference) the Serviced Loans it intends to discuss. Except as provided in the following sentence, in connection with providing the Controlling Class Directing Holder or a Companion Loan Noteholder, as applicable, with the information described in the first sentence of this paragraph, the Master Servicer shall require (prior to providing such information for the first time to such Controlling Class Directing Holder or Companion Loan Noteholder) a written confirmation executed by the Controlling Class Directing Holder or Companion Loan Noteholder, as applicable, in the form of Exhibit N attached hereto, generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential. In the case of the initial Controlling Class Directing Holder, upon its acquisition of the Class P Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law. Section 3.17 Title to REO Property; REO Accounts. (a) If title to any Mortgaged Property with respect to a Serviced Loan is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders and, in the case of a Loan Group Mortgaged Property, on behalf of the related Companion Loan Noteholders. If, pursuant to Section 3.09(b), the Special Servicer formed or caused to be formed, at the expense of the Trust, a single member limited liability company (of which the Trust is the sole member) for the purpose of taking title to one or more REO Properties pursuant to this Agreement, then (subject to the interests of any affected Companion Loan Noteholder) the deed or certificate of sale with respect to any such REO Property shall be issued to such single member limited liability company. The limited liability company shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund and any affected Companion Loan Noteholder, shall sell any REO Property by the end of the third calendar year following the calendar year in which the Lower-Tier REMIC acquires ownership of its proportionate interest in such REO Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the end of such third succeeding year, for and is granted an extension of time (an "REO Extension") by the IRS to sell such REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, the Special Servicer and the Master Servicer, to the effect that the holding by the Lower-Tier REMIC of its proportionate interest in such REO Property subsequent to the end of such third succeeding year will not result in the imposition of taxes on "prohibited transactions" (as defined in Section 860F of the Code) of either REMIC Pool or cause either REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell the subject REO Property within such extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, or for the creation of and the operating of a single member limited liability company, shall be covered by, and reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur in respect of any Mortgaged Property (other than any Loan Group Mortgaged Property), the Special Servicer shall establish and maintain one or more accounts (collectively, the "Pool REO Account"), held on behalf of the Trustee in trust for the benefit of the Certificateholders, for the retention of revenues and other proceeds derived from each REO Property (other than any Loan Group REO Properties). If such REO Acquisition occurs with respect to the Loan Group Mortgaged Properties, the Special Servicer shall establish an REO Account solely with respect to each such property (each, a "Loan Group REO Account"), to be held for the benefit of the Certificateholders and the applicable Companion Loan Noteholder. The Pool REO Account and each Loan Group REO Account shall each be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the related REO Account, upon receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of any REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from an REO Account to pay itself, as additional special servicing compensation in accordance with Section 3.11(c), interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to such REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the Master Servicer of the location of each REO Account, and shall give notice to the related Companion Loan Noteholders of the location of any related Loan Group REO Account, in each case when first established and of the new location of any such REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the related REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On the Business Day following each Determination Date, the Special Servicer shall withdraw from each REO Account and deposit into the corresponding Custodial Account (or deliver to the Master Servicer or such other Person as may be designated by the Master Servicer for deposit into the corresponding Custodial Account) the aggregate of all amounts received in respect of each REO Property during the Collection Period ending on such Determination Date, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that the Special Servicer may retain in an REO Account such portion of proceeds and collections in respect of any related REO Property as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital replacements and other related expenses), such reserve not to exceed an amount sufficient to cover such items to be incurred during the following twelve-month period. For purposes of the foregoing, the Pool REO Account and applicable Loan Group REO Account correspond to the Pool Custodial Account and the applicable Loan Group Custodial Account, respectively. (d) The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, each REO Account pursuant to Section 3.17(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to each REO Account as is reasonably requested by the Master Servicer. Section 3.18 Management of REO Property. (a) Prior to the acquisition by it of title to a Mortgaged Property with respect to a Serviced Loan, the Special Servicer shall review the operation of such Mortgaged Property and determine the nature of the income that would be derived from such property if it were acquired by the Trust Fund. If the Special Servicer determines from such review that: (i) None of the income from Directly Operating such Mortgaged Property as REO Property would be subject to tax as "net income from foreclosure property" within the meaning of the REMIC Provisions (such tax referred to herein as an "REO Tax"), then such Mortgaged Property may be Directly Operated by the Special Servicer (other than the holding of such Mortgaged Property for sale to customers in the ordinary course of trade or business or the performance of any construction work thereon) as REO Property; (ii) Directly Operating such Mortgaged Property as REO Property could result in income from such property that would be subject to an REO Tax, but that a lease of such property to another party to operate such property, or the performance of some services by an Independent Contractor with respect to such property, or another method of operating such property would not result in income subject to an REO Tax, then the Special Servicer may (provided, that in the good faith and reasonable judgment of the Special Servicer, it is commercially feasible) acquire such Mortgaged Property as REO Property and so lease or operate such REO Property; or (iii) It is reasonable to believe that Directly Operating such Mortgaged Property as REO Property could result in income subject to an REO Tax and that no commercially reasonable means exists to operate such property as REO Property without the Trust Fund incurring or possibly incurring an REO Tax on income from such property, the Special Servicer shall deliver to the Tax Administrator, in writing, a proposed plan (the "Proposed Plan") to manage such property as REO Property. Such plan shall include potential sources of income, and, to the extent reasonably possible, estimates of the amount of income from each such source. Upon request of the Special Servicer, the Tax Administrator shall advise the Special Servicer of the Tax Administrator's federal income tax reporting position with respect to the various sources of income that the Trust Fund would derive under the Proposed Plan. After receiving the information described in the preceding sentence from the Tax Administrator, the Special Servicer shall either (A) implement the Proposed Plan (after acquiring the respective Mortgaged Property as REO Property), with any amendments required to be made thereto as a result of the Tax Administrator's tax reporting position or (B) manage and operate such property in a manner that would not result in the imposition of an REO Tax on income derived from such property. The Special Servicer's decision as to how each REO Property, shall be managed and operated shall be based on the Servicing Standard and, further, based on the good faith and reasonable judgment of the Special Servicer as to which means would be in the best interest of the Certificateholders (or in the case of a Loan Group REO Property, in the best interest of the Certificateholders and the applicable Companion Loan Noteholders (as a collective whole)) by maximizing the net after-tax REO Revenues received by the Trust Fund with respect to such property without materially and adversely affecting the Special Servicer's ability to promptly sell the REO Property in accordance with this Agreement and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. Neither the Special Servicer nor the Tax Administrator shall be liable to the Certificateholders, the Trust Fund, the other parties hereto or each other for errors in judgment made in good faith in the reasonable exercise of their discretion while performing their duties under this Section 3.18 except as provided in Section 6.03. In connection with performing their respective duties under this Section 3.18(a), both the Special Servicer and the Tax Administrator may consult with counsel and tax accountants, the reasonable cost of which consultation shall be covered by, and be reimbursable as, a Servicing Advance to be made by the Special Servicer. (b) If title to any REO Property, is acquired, the Special Servicer shall manage, conserve, protect and operate such REO Property for the benefit of the Certificateholders (or in the case of a Loan Group REO Property, in the best interest of the Certificateholders and the applicable Companion Loan Noteholders (as a collective whole)) solely for the purpose of its prompt disposition and sale in a manner that does not and will not: (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code; or (ii) except as contemplated by Section 3.18(a), either result in the receipt by either REMIC Pool of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection therewith as are consistent with the Servicing Standard and, consistent therewith, shall withdraw from the applicable REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management, maintenance and disposition of such REO Property, including: (i) all insurance premiums due and payable in respect of such REO Property; (ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; (iii) any ground rents in respect of such REO Property; and (iv) all costs and expenses necessary to maintain, lease, sell, protect, manage, operate and restore such REO Property. To the extent that amounts on deposit in the applicable REO Account in respect of any REO Property are insufficient for the purposes set forth in the preceding sentence with respect to such REO Property, the Master Servicer shall, at the direction of the Special Servicer, make Servicing Advances in such amounts as are necessary for such purposes unless the Master Servicer or Special Servicer determines, in accordance with the Servicing Standard, that such payment would be a Nonrecoverable Advance; provided, however, that if such nonrecoverability determination is made, the Master Servicer may make any such payment out of the Custodial Account as an Additional Trust Fund Expense if it is a necessary fee or expense incurred in connection with the defense or prosecution of legal proceedings. (c) Without limiting the generality of the foregoing, the Special Servicer shall not, with respect to any REO Property: (i) enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease, by its terms would give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Except as provided in Section 3.18(a)(i), Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate any Mortgaged Property as REO Property on any date more than 90 days after the related REO Acquisition; unless, in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, as a Servicing Advance, or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense) to the effect that such action would not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code at any time that it is held by the Lower-Tier REMIC, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel. (d) The Special Servicer may, and if so required to prevent the REO Property from failing to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, shall contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract shall not be inconsistent herewith and shall reflect an agreement reached at arm's length; (ii) the fees of such Independent Contractor (which shall be expenses of the Trust Fund or with respect to any Loan Group REO Property such fees shall be netted out of collections on such Loan Group REO Property prior to their being remitted to the Special Servicer) shall be reasonable and customary in consideration of the nature and locality of such REO Property; (iii) except as permitted under Section 3.18(a), any such contract shall require, or shall be administered to require, that the Independent Contractor, in a timely manner, (A) pay out of related REO Revenues all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in Section 3.18(b) above, and (B) except to the extent that such revenues are derived from any services rendered by the Independent Contractor to tenants of such REO Property that are not customarily furnished or rendered in connection with the rental of real property (within the meaning of Treasury Regulations Section 1.856-4(b)(5)), remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer upon receipt; (iv) none of the provisions of this Section 3.18(d) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation and management of such REO Property; and (v) the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations under Section 3.17 and this Section 3.18 for indemnification of the Special Servicer by any such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. No agreement entered into pursuant to this Section 3.18(d) shall be deemed a Sub-Servicing Agreement for purposes of Section 3.23. Section 3.19 Sale of Mortgage Loans and REO Properties. (a) The Master Servicer, the Special Servicer or the Trustee may sell or purchase, or permit the sale or purchase of, a Mortgage Loan or REO Property only (i) on the terms and subject to the conditions set forth in this Section 3.19, (ii) as otherwise expressly provided in or contemplated by Sections 2.03(a) and 9.01 of this Agreement, (iii) in the case of the Loan Groups, subject to the requirements of, and Companion Loan Noteholder rights set forth in, in the related Co-Lender Agreement, and (iv) in the case of a Mortgage Loan with a related mezzanine loan, in connection with a Loan default as set forth in the related intercreditor agreement. (b) Within five Business Days after any Serviced Loan has become a Specially Serviced Loan, the Special Servicer shall give notice of such event to each Holder of a Certificate of the Controlling Class and to the Trustee. The Special Servicer, any single Holder or any group of Certificateholders evidencing a majority of the Voting Rights allocated to the Controlling Class and any assignees (other than an assignee whose purchase of such Specially Serviced Loan would violate the terms of any related mezzanine loan intercreditor agreement or Co-Lender Agreement) of the foregoing parties (collectively, the "Purchase Option Holders") shall each have the option to purchase such Specially Serviced Loan at a cash price that is at least equal to the Purchase Price. In addition, if such Specially Serviced Loan is part of a Loan Group as to which there is a Pari Passu Companion Loan that has been securitized, the Special Servicer shall also send a copy of the notice described above to the trustee under the related pooling and servicing agreement. (c) If none of the Purchase Option Holders exercises its option to purchase any Specially Serviced Loan as described in subsection (b) above, then any single Holder or any group of Certificateholders evidencing a majority of the Voting Rights allocated to the Controlling Class (other than an assignee whose purchase of such Specially Serviced Loan would violate the terms of any related mezzanine loan intercreditor agreement or co-lender agreement) will also have the option to purchase that Specially Serviced Loan at a price equal to the fair value of such Specially Serviced Loan (the "FV Price"). The Holders of a majority of the Voting Rights allocated to the Controlling Class will have the exclusive option to purchase such Specially Serviced Loan at the FV Price for a period of 60 days after receipt of notice from the Special Servicer pursuant to Section 3.19(b) above. After the expiration of such 60-day period, the Special Servicer shall have the exclusive right to exercise the option to purchase such Specially Serviced Loan at the FV Price for a 30-day period. If such Specially Serviced Loan has not been purchased by the Special Servicer during such 30-day period, the option to purchase such Specially Serviced Loan at its FV Price may be exercised by either the Special Servicer or the Holders of Certificates representing a majority of the Voting Rights allocated to the Controlling Class, except that prior to any purchase by the Special Servicer, the Special Servicer shall give 15 days prior written notice of its intent to exercise such option to such Certificateholders and such Certificateholders shall have a right of first refusal to purchase such Specially Serviced Loan during such 15-day period. Upon receipt of a request from any Purchase Option Holder to determine the FV Price in contemplation of its intention to exercise its option to purchase a Specially Serviced Loan at a price that is below the Purchase Price, the Special Servicer shall promptly obtain an MAI appraisal of the related Mortgaged Property by an Independent Appraiser (unless such an appraisal was obtained within one year of such date and the Special Servicer has no knowledge of any circumstances that would materially affect the validity of such appraisal). Promptly after obtaining such appraisal, the Special Servicer shall determine the FV Price in accordance with the Servicing Standard and the provisions of subsection (j) below. Promptly after determining the FV Price, the Special Servicer shall report such FV Price to the Trustee and each Purchase Option Holder. With respect to any Serviced Loan Group, the Purchase Option Holders will only have the right to purchase the related Loan Group Trust Mortgage Loan. With respect to each such Specially Serviced Loan that is part of a Loan Group as to which there is a Pari Passu Companion Loan that has been securitized, the Special Servicer shall also send a copy of the notice containing the FV Price described above to the parties under the related pooling and servicing agreement that have the equivalent rights as the Purchase Option Holders under this Agreement. (d) With respect to each of the Non-Serviced Trust Loans, this Section 3.19 shall not be applicable, and any rights of any Persons to exercise its option to purchase such Loan Group Trust Mortgage Loans shall be determined in accordance with the terms of the related Lead PSA and the related Co-Lender Agreement by the parties specified therein (and the Trust shall sell such Loan Group Trust Mortgage Loan in compliance with such terms). Any proceeds from such sale of a Non-Serviced Trust Loan pursuant to the exercise of such option shall be treated for purposes of this Agreement in the same manner as funds received in connection with the sale of any Serviced Loan Group Trust Mortgage Loan in accordance with the provisions of this Section 3.19. (e) Any Purchase Option Holder shall be required to purchase the subject Specially Serviced Loan within ten Business Days of notice of its intent to exercise its purchase option. (f) If none of the Purchase Option Holders have exercised their option to purchase a Specially Serviced Loan under this Section 3.19 prior to the expiration of 120 days from the Special Servicer's most recent determination of the FV Price and thereafter receives a request from a Purchase Option Holder for an updated FV Price, or the Special Servicer receives notice that a Purchase Option Holder intends to exercise its purchase option, the Special Servicer shall be required to recalculate the FV Price (with no presumption that such FV Price should be reduced on account of the lack of a prior purchase of such Specially Serviced Loan). In connection with such recalculation, the Special Servicer may obtain an updated Appraisal if it determines that market conditions or conditions at the mortgaged property warrant an updated Appraisal. In addition, the Special Servicer shall recalculate the FV Price of any Mortgage Loan if there has been a material change in circumstances of which the Special Servicer is aware or the Special Servicer has received new information, either of which has a material effect on the fair value. (g) If the party exercising the purchase option at the FV Price for any Specially Serviced Loan is the Special Servicer or an Affiliate thereof, the Trustee shall verify that the FV Price is at least equal to the fair value of such Mortgage Loan. In determining whether the FV Price is at least equal to the fair value of such Mortgage Loan the Trustee will be permitted to conclusively rely on an appraisal obtained by the Trustee from an Independent Appraiser at the time it is required to verify the FV Price and/or the opinion of an Independent expert in real estate matters (including the Master Servicer) with at least 5 years' experience in valuing or investing in loans, similar to such Mortgage Loan, that has been selected by the Trustee with reasonable care at the expense of the Trust Fund. (h) Any Purchase Option Holder may, once such option is exercisable, assign its purchase option with respect to any Specially Serviced Loan to a third party other than another Purchase Option Holder or any Person whose purchase of such Specially Serviced Loan would violate any restrictions contained in any mezzanine intercreditor agreement or any Co-Lender Agreement and upon such assignment such third party shall have all of the rights that had been granted to the Purchase Option Holder hereunder in respect of the purchase option. Such assignment shall only be effective upon written notice (together with a copy of the executed assignment and assumption agreement) being delivered to the Trustee, the Master Servicer and the Special Servicer. (i) In determining the FV Price for any Specially Serviced Loan, the Special Servicer may take into account, among other factors, the results of any appraisal or updated appraisal that it or the Master Servicer may have obtained in accordance with this Agreement within the prior twelve months; the opinions on fair value expressed by Independent investors in mortgage loans comparable to the subject Specially Serviced Loan; the period and amount of any delinquency on the subject Specially Serviced Loan; the physical condition of the related Mortgaged Property; the state of the local economy; and the expected recoveries from the subject Specially Serviced Loan if the Special Servicer were to pursue a workout or foreclosure strategy instead of selling such Mortgage Loan to a Purchase Option Holder. (j) The purchase option for any Specially Serviced Loan pursuant to this Section 3.19 shall terminate, and shall not be exercisable as set forth in subsections (b) and (c) above (or if exercised, but the purchase of the subject Mortgage Loan has not yet occurred, shall terminate and be of no further force or effect) if and when (i) such Specially Serviced Loan has become a Corrected Loan, (ii) the related Mortgaged Property has become an REO Property or (iii) a Final Recovery Determination has been made with respect to such Specially Serviced Loan. (k) Until such time as a Specially Serviced Loan is purchased by a Purchase Option Holder in accordance with this Section 3.19, the Special Servicer shall continue to pursue all of the other resolution options available to it with respect to the Specially Serviced Loan in accordance with the Servicing Standard. (l) Notwithstanding anything to the contrary herein, the holders of the related Companion Loan shall be entitled to purchase the related Loan Group Trust Mortgage Loans in accordance with the terms and conditions set forth in the related Co-Lender Agreement, even after it has been purchased out of the Trust Fund pursuant to this Section 3.19. The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender Agreement in connection with any such purchase and shall provide such notices to the appropriate Companion Loan Noteholders as are required by the related Co-Lender Agreement in connection with each such holders' purchase rights. (m) Any purchase of a Specially Serviced Loan that is purchased pursuant to this Section 3.19 will remain subject to the cure and purchase rights of, in each case if applicable, the related Companion Loan Noteholders as set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan in connection with a Loan default as set forth in the related intercreditor agreement. (n) The Special Servicer shall use its best efforts to solicit bids for each REO Property in such manner that is in accordance with the Servicing Standard and that is within the time period provided for by Section 3.17(a). Subject to Section 6.11, the Special Servicer shall accept the first (and, if multiple bids are received contemporaneously or subsequently, the highest) cash bid received from any Person that constitutes a fair price for such REO Property. If the Special Servicer reasonably believes that it will be unable to realize a fair price for any REO Property within the time constraints imposed by Section 3.17(a), then (subject to Section 6.11) the Special Servicer shall dispose of such REO Property upon such terms and conditions as the Special Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash bid, regardless of from whom received. (o) The Special Servicer shall give the Trustee and the Depositor prior written notice of its intention to sell any REO Property pursuant to this Section 3.19. (p) No Interested Person shall be obligated to submit a bid to purchase any REO Property, and notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any REO Property pursuant hereto. (q) Whether any cash bid constitutes a fair price for any REO Property for purposes of this Section 3.19, shall be determined by the Special Servicer or, if such cash bid is from an Interested Person, by the Trustee. In determining whether any bid received from an Interested Person represents a fair price for any REO Property, the Trustee shall be supplied with and shall be entitled to rely on the most recent appraisal in the related Servicing File conducted in accordance with this Agreement within the preceding 12-month period (or, in the absence of any such appraisal or if there has been a material change at the subject property since any such appraisal, on a new appraisal to be obtained by the Special Servicer (the cost of which shall be covered by, and be reimbursable as, a Servicing Advance)). The appraiser conducting any such new appraisal shall be an Independent Appraiser selected by the Special Servicer if neither the Special Servicer nor any Affiliate thereof is bidding with respect to an REO Property and selected by the Trustee if either the Special Servicer or any Affiliate thereof is so bidding. Where any Interested Person is among those bidding with respect to an REO Property, the Special Servicer shall require that all bids be submitted to it (and, if the Special Servicer or any Affiliate thereof is bidding, to the Trustee) in writing and be accompanied by a refundable deposit of cash in an amount equal to 5% of the bid amount. In determining whether any bid from a Person other than an Interested Person constitutes a fair price for any REO Property, the Special Servicer shall take into account the results of any appraisal or updated appraisal that it or the Master Servicer may have obtained in accordance with this Agreement within the prior twelve months, and any Independent Appraiser shall be instructed to take into account, as applicable, among other factors, the occupancy level and physical condition of the subject REO Property, the state of the local economy and the obligation to dispose of the subject REO Property within the time period specified in Section 3.17(a). The Purchase Price for any REO Property shall in all cases be deemed a fair price. Notwithstanding the other provisions of this Section 3.19, no cash bid from the Special Servicer or any Affiliate thereof shall constitute a fair price for any REO Property unless such bid is the highest cash bid received and at least two independent bids (not including the bid of the Special Servicer or any Affiliate) have been received. In the event the bid of the Special Servicer or any Affiliate thereof is the only bid received or is the higher of only two bids received, then additional bids shall be solicited. If an additional bid or bids, as the case may be, are received and the original bid of the Special Servicer or any Affiliate thereof is the highest of all cash bids received, then the bid of the Special Servicer or such Affiliate shall be accepted, provided that the Trustee has otherwise determined, as provided above in this Section 3.19(s), that such bid constitutes a fair price for any REO Property. Any bid by the Special Servicer shall be unconditional; and, if accepted, the subject REO Property shall be transferred to the Special Servicer without recourse, representation or warranty other than customary representations as to title given in connection with the sale of a real property. (r) Subject to Sections 3.19(a) through 3.19(g) above, and further subject to Section 6.11, the Special Servicer shall act on behalf of the Trustee in negotiating with independent third parties seeking to purchase an REO Property and taking any other action necessary or appropriate in connection with the sale of any Specially Serviced Loan or REO Property pursuant to this Section 3.19, and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective bidders for any REO Property, and may retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to, or evaluating bids for, such REO Property without obligation to deposit such amounts into the Pool Custodial Account. Any sale of a Specially Serviced Loan or an REO Property pursuant to this Section 3.19 shall be final and without recourse to the Trustee or the Trust, and if such sale is consummated in accordance with the terms of this Agreement, neither the Special Servicer nor the Trustee shall have any liability to any Certificateholder with respect to the purchase price therefor accepted by the Special Servicer or the Trustee. (s) Any sale of a Specially Serviced Loan or an REO Property pursuant to this Section 3.19 shall be for cash only and shall be on a servicing released basis. Section 3.20 Additional Obligations of the Master Servicer; Obligations to Notify Ground Lessors; the Special Servicer's Right to Request the Master Servicer to Make Servicing Advances. (a) The Master Servicer shall deliver to the Trustee for deposit in the Distribution Account on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount equal to the lesser of (i) the aggregate amount of all Prepayment Interest Shortfalls, if any, incurred in connection with Principal Prepayments received during the most recently ended Collection Period with respect to Performing Serviced Loans in the Mortgage Pool and (ii) the aggregate of all Master Servicing Fees received by the Master Servicer during such Collection Period with respect to the entire Mortgage Pool (but only to the extent of that portion thereof calculated at a rate of 0.01% per annum with respect to each and every Serviced Loan and each and every REO Mortgage Loan that was previously a Serviced Loan); provided, however, that if any such Prepayment Interest Shortfall occurs as a result of the Master Servicer's allowing the Mortgagor to deviate from the terms of the related Loan documents regarding Principal Prepayments, the Master Servicer shall be obligated to pay an amount equal to the entire Prepayment Interest Shortfall with respect to the subject Serviced Mortgage Loan without any limitation of the kind set forth in clause (ii) of this sentence. (b) The Master Servicer shall, as to each Serviced Loan which is secured by the interest of the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event within 60 days) following the Closing Date, notify the related ground lessor of the transfer of such Serviced Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. (c) The Master Servicer shall, as to each Mortgage Loan which is secured by the interest of the related Mortgagor in a hospitality property, not later than the later of (i) 30 days following the Master Servicer's receipt of the subject franchise agreement and (ii) the expiration of the period that may be required for such notice pursuant to the terms of the applicable franchise documents, if any, notify the related hospitality franchisor of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such hospitality franchisor that any notices of default under the related franchise agreement should thereafter be forwarded to the Master Servicer (and also to the Special Servicer if such Mortgage Loan becomes a Specially Serviced Loan). (d) Notwithstanding anything to the contrary contained in this Agreement, if the Special Servicer is required under this Agreement to make any Servicing Advance but does not desire to do so, the Special Servicer may, in its sole discretion, request that the Master Servicer make such Servicing Advance, such request to be made, in writing, at least five (5) Business Days (or, in an emergency situation or on an urgent basis, two (2) Business Days, provided that the written request set forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Servicing Advance is required to be made hereunder and to be accompanied by such information and documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request. The Master Servicer shall have the obligation to make any such Servicing Advance that it is so requested by the Special Servicer to make, within five (5) Business Days (or, in an emergency situation or on an urgent basis, two (2) Business Days) of the Master Servicer's receipt of such request. If the request is timely and properly made, the Special Servicer shall be relieved of any obligations with respect to a Servicing Advance that it so requests the Master Servicer to make (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction of the Special Servicer, together with interest thereon in accordance with Sections 3.05(a), 3.05A and 3.12(b), as applicable, at the same time, in the same manner and to the same extent as the Master Servicer is entitled with respect to any other Servicing Advances made thereby. Notwithstanding the foregoing provisions of this Section 3.20(d), but subject to the provisions of Section 3.12(e), the Master Servicer shall not be required to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines in its reasonable, good faith judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination, which shall be made pursuant to Section 3.12(d). Any request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer, the Trustee and the Fiscal Agent shall be entitled to conclusively rely on such determination. Upon determining that any Servicing Advance previously made with respect to a Specially Serviced Loan or REO Property is a Nonrecoverable Servicing Advance, the Special Servicer shall report to the Master Servicer the Special Servicer's determination. The Master Servicer shall be entitled to conclusively rely on such a determination. (e) Upon termination of the Trust Fund, any funds or other assets remaining in the Loss of Value Reserve Fund, to the extent not otherwise required to be part of the Available Distribution Amount for the final Distribution Date in accordance with Section 3.05B shall be distributed to the applicable Mortgage Loan Seller. The Trustee and the Special Servicer shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any REMIC. Furthermore, for all federal tax purposes, the Trustee and the Special Servicer shall (i) treat amounts paid out of the Loss of Value Reserve Fund to the Certificateholders as distributions by the REMICs for all federal tax purposes and (ii) treat any amounts transferred by a REMIC to the Loss of Value Reserve Fund as amounts distributed by such REMIC to the applicable Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon. Section 3.21 Modifications, Waivers, Amendments and Consents; Defeasance. (a) Subject to Sections 3.21(b) through 3.21(f) below, and further subject to Section 6.11, the Special Servicer (or, under the limited circumstances set forth in Section 3.21(c), the Master Servicer) may, on behalf of the Trustee and, in the case of the Companion Loans, any Companion Loan Noteholder, agree to any modification, extension, waiver or amendment of any term of any Serviced Loan and respond to various Mortgagor requests for consent on the part of the mortgagee (including the lease reviews and lease consents related thereto), without the consent of the Trustee, any Certificateholder, any Companion Loan Noteholder, the Master Servicer (in the case of any such action taken by the Special Servicer) or, except as expressly set forth below, the Special Servicer (in the case of any such action taken by the Master Servicer). (b) All modifications, extensions, waivers or amendments of any Serviced Loan, including the lease reviews and lease consents related thereto, shall be in writing and shall be considered and effected in a manner consistent with the Servicing Standard. (c) Except as set forth in Section 3.08(a) and (c) and in this Section 3.21(c), the Master Servicer may not agree to any modification, extension, waiver or amendment of any term or provision of any Serviced Loan, except that the Master Servicer may agree to any amendment, modification, waiver or extension of any Performing Serviced Loan relating to any of the following items (without obtaining prior written consent of the Directing Holder or the Special Servicer): (i) consent to subordination of the related Mortgage Loan to an easement or right of way for utilities, access, parking, public improvements or another similar purpose, provided the Master Servicer shall have determined in accordance with the Servicing Standard that such easement or right of way shall not materially interfere with the then current use of the related Mortgaged Property, or the security intended to be provided by such Mortgage, the related Mortgagor's ability to repay the Mortgage Loan, or materially or adversely affect the value of the related Mortgaged Property; (ii) grant waivers of minor covenant defaults (other than financial covenants) including late financial statements and approving any waiver affecting the timing of receipt of financial statements from any Mortgagor; provided that such financial statements are delivered no less than quarterly and within 60 days of the end of the calendar quarter to which such financial statements relate; (iii) grant releases of non-material parcels of a Mortgaged Property (provided that releases as to which the related Loan documents expressly require the mortgagee thereunder to make releases upon the satisfaction of certain conditions (which do not provide for lender consent or lender discretion) shall be made as required by the related Loan documents); (iv) approve or consent to grants of easements and rights of way that do not materially affect the use or value of a Mortgaged Property or the Mortgagor's ability to make any payments with respect to the related Mortgage Loan; (v) grant other non-material waivers, consents, modifications or amendments; (vi) approve routine leasing activity with respect to leases for less than the lesser of (A) 50,000 square feet and (B) 20% of the related Mortgaged Property; (vii) approve annual budgets for the related Mortgaged Property, provided that no such budget (A) provides for the payment of operating expenses in an amount equal to more than 110% of the amounts budgeted therefor for the prior year or (B) provides for the payment of any material expenses to any affiliate of the Mortgagor (other than with respect to the payment of the management fee to any property manager if such management fee is no more than the management fee in effect on the Cut off Date); and (viii) approve a change of the property manager at the request of the related Mortgagor, provided that (A) the successor property manager is not affiliated with the Mortgagor and is a nationally or regionally recognized manager of similar properties, (B) the related Serviced Loan does not represent 2% or more of the then aggregate principal balance of the Mortgage Pool and (C) the Loan Group Mortgaged Properties are not involved; provided that (1) any such modification, waiver or amendment would not in any way affect a payment term of the related Mortgage Loan or waive any rights with respect to a guarantor thereunder, (2) agreeing to such modification, waiver or amendment would be consistent with the Servicing Standard, (3) agreeing to such modification, waiver or amendment will not violate the terms, provisions or limitations of this Agreement and (4) other than in connection with clause (vi) above, the Master Servicer will not grant or enter into any subordination, non-disturbance and attornment agreements (or waivers, consents, approvals, amendments or modifications in connection therewith) without the prior written consent of the Special Servicer. The Master Servicer shall give the Special Servicer prompt notice of any action taken pursuant to clauses (i) through (viii) above, including copies of the documentation relating to such action. If a default in the payment of a Balloon Payment occurs with respect to a Mortgage Loan that has a term of five years or less from its origination, the Master Servicer may extend the maturity date of such Mortgage Loan for up to six months (subject to a limit of two such six-month extensions), if (1) such Mortgage Loan is not a Specially Serviced Loan at the time of such extension and (2) the Master Servicer has notified the Directing Holder of its proposed action and the Directing Holder either approves of such action or fails to reply to such proposal within ten Business Days after receipt of notice from the Master Servicer. Except as permitted by Section 3.02(a), Section 3.03(d), Section 3.07, Section 3.08(a) and this Section 3.21(c), the Master Servicer may not agree to waive, modify or amend any term of any Loan or respond to any Mortgagor requests for mortgagee consent, and the Master Servicer shall forward such requests to the Special Servicer. Furthermore, the Master Servicer may not agree to any modification, extension, waiver or amendment of any term of any Mortgage Loan that would cause an Adverse REMIC Event with respect to either REMIC Pool. The Master Servicer shall notify the applicable Directing Holder of any release or substitution of collateral approved by the Master Servicer pursuant to this Section 3.21(c), even if such release or substitution is in accordance with such Loan. (d) Except as provided in Section 3.02(a), Section 3.07, Section 3.08 or Section 3.21(e), the Special Servicer, on behalf of the Trustee and, in the case of a Companion Loan, the related Companion Loan Noteholders, shall not agree or consent to any modification, extension, waiver or amendment of any term of any Serviced Loan that would: (i) affect the amount or timing of any scheduled payment of principal, interest or other amount (including Prepayment Premiums or Yield Maintenance Charges, but excluding Default Interest and other amounts payable as additional servicing compensation) payable thereunder; (ii) affect the obligation of the related Mortgagor to pay a Prepayment Premium or Yield Maintenance Charge or effect the waiver of any prepayment restriction thereunder or permit a Principal Prepayment during any period in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as determined by an appraisal by an Independent Appraiser delivered to the Special Servicer at the expense of the related Mortgagor and upon which the Special Servicer may conclusively rely) of the property to be released; or (iv) in the reasonable, good faith judgment of the Special Servicer, otherwise materially impair the security for such Loan or reduce the likelihood of timely payment of amounts due thereon. Notwithstanding the prior provisions of this Section 3.21(d), and subject to the Servicing Standard, and further subject to clause (C) of the first paragraph of, and the entire second paragraph of, Section 3.21(e) and Section 6.11, following any extensions of the maturity date of a Performing Serviced Loan that the Master Servicer is permitted to approve pursuant to Section 3.21(c), the Special Servicer may extend the maturity date of a Performing Serviced Loan for up to one year (subject to a limit of a total of four such one-year extensions); provided that the related Mortgagor has failed to make any Balloon Payment on such Performing Serviced Loan. In connection with an extension of the maturity date of a Performing Serviced Loan approved by the Special Servicer in accordance with this subsection (d), the Special Servicer shall process all requests and related documentation and shall be entitled to retain 100% of any modification fee or extension fee that is actually paid by the related Mortgagor. The Special Servicer shall promptly notify the Master Servicer of any extension granted by the Special Servicer in accordance with this paragraph. (e) Notwithstanding Section 3.21(d), but subject to Section 6.11 and the second paragraph of this Section 3.21(e), the Special Servicer may (i) reduce the amounts owing under any Specially Serviced Loan by forgiving principal, accrued interest or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the Monthly Payment on any Specially Serviced Loan, including by way of a reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note, Mortgage or other Loan document relating to a Specially Serviced Loan, (iv) accept a Principal Prepayment on any Specially Serviced Loan during any Lockout Period or (v) extend the maturity of any Specially Serviced Loan; provided that (A) the related Mortgagor is in monetary default or material non-monetary default with respect to such Specially Serviced Loan or, in the reasonable, good faith judgment of the Special Servicer, such default is reasonably foreseeable, (B) in the reasonable, good faith judgment of the Special Servicer, such modification, extension, waiver or amendment would increase the recovery on such Specially Serviced Loan to Certificateholders (as a collective whole) or, if a Loan Group is involved, would increase the recovery on such Loan Group to Certificateholders and related Companion Loan Noteholders (as a collective whole), on a present value basis (the relevant discounting of anticipated collections that will be distributable to the Certificateholders (or, in the case of the Loan Groups, to Certificateholders and related Companion Loan Noteholders), to be performed at a rate taking into account the related Mortgage Rate (or, in the case of a Loan Group, at the weighted average of the Mortgage Rates for such Loan Group) in each case) and taking into account the risk of collection, and (C) such modification, extension, waiver or amendment would not cause an Adverse REMIC Event in respect of either REMIC Pool or any REMIC created in connection with Companion Loan Securities; and provided, further, that (i) any modification, extension, waiver or amendment of the payment terms of a Loan Group shall be structured so as to be consistent with the allocation and payment priorities set forth in the related Loan documents and the related Co-Lender Agreement, such that neither the Trust as holder of the related Mortgage Loan nor the related Companion Loan Noteholders shall gain a priority over the other such Holder with respect to any payment, which priority is not, as of the date of the related Co-Lender Agreement, reflected in the related Loan documents and such Co-Lender Agreement and (ii) any waiver, reduction or deferral of any particular amount due on any Loan in a Loan Group or reduction of any Mortgage Rate on any Loan in a Loan Group shall be allocated in the manner set forth in the related Co-Lender Agreement. In no event shall the Special Servicer: (i) extend the maturity date of a Serviced Loan beyond the date that is two years prior to the Rated Final Distribution Date; (ii) extend the maturity date of any Serviced Loan for more than five years beyond its Stated Maturity Date; or (iii) if the Serviced Loan is secured solely or primarily by a Mortgage on the leasehold interest under a Ground Lease (but not the related fee interest), extend the maturity date of such Serviced Loan beyond the date which is 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the Ground Lease, 10 years) prior to the expiration of the term of such Ground Lease. The determination of the Special Servicer contemplated by clause (B) of the proviso to the first paragraph of this Section 3.21(e) shall be evidenced by an Officer's Certificate to such effect delivered to the Trustee and the Master Servicer (and, in the case of a Loan Group, the affected Companion Loan Noteholders) and describing in reasonable detail the basis for the Special Servicer's determination. The Special Servicer shall attach to such Officer's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (f) Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall give any consent, approval or direction regarding the termination of the related property manager or the designation of any replacement property manager or, if such Mortgaged Property is hospitality property, give any consent, approval or direction regarding the termination of the franchise or the designation of a new franchise, with respect to any Mortgaged Property that secures either (A) the Companion Loans or (B) a Serviced Loan that has an unpaid principal balance that is at least equal to the lesser of $20,000,000 and 2% of the then aggregate principal balance of the Mortgage Pool, unless: (1) the mortgagee is not given discretion under the terms of the related Loan; or (2) it has received prior written confirmation from each Rating Agency that such action will not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities. Any party hereto seeking Rating Agency confirmation with respect to the matters described above shall deliver a Review Package to such Rating Agency. (g) Any payment of interest that is deferred pursuant to any modification, extension, waiver or amendment permitted hereunder, shall not, for purposes hereof, including calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Loan, notwithstanding that the terms of such modification, extension, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer's ability to charge and collect from the Mortgagor costs otherwise collectible under the terms of the related Mortgage Note. (h) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Loan and, further, by the terms of this Agreement and applicable law, require that such Mortgagor pay to it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, provided such fee does not cause a "significant modification" of the Loan pursuant to Treasury Regulations Sections 1.1001-3(e)(2) or 1.860G-2(b), and (ii) any related costs and expenses incurred by it. Any such fee that is to be shared by the Master Servicer and the Special Servicer may not be waived or reduced by either such party without the consent of the other party. In no event shall the Special Servicer or Master Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (i) The Special Servicer, with respect to a Specially Serviced Loan and with respect to a Performing Serviced Loan as to which the Special Servicer solely has approved, documented, processed and closed the subject modification, extension, waiver or amendment, and the Master Servicer, with respect to any other Serviced Loan, shall each notify the other, any related Sub-Servicers, the Trustee and, where a Companion Loan is affected, the related Companion Loan Noteholder, in writing, of any modification, extension, waiver or amendment of any term of any Loan (including fees charged the Mortgagor) agreed to by it and the date thereof, and shall deliver to the Trustee or any related Custodian for deposit in the related Mortgage File (with a copy to be delivered to or retained by, as applicable, the Master Servicer), an executed counterpart of the agreement relating to such modification, extension, waiver or amendment promptly following execution and delivery thereof, to be followed by an original recorded counterpart promptly following the recordation (and receipt). (j) To the extent that either the Master Servicer or Special Servicer waives any Default Charge in respect of any Serviced Loan, whether pursuant to Section 3.02(a) or this Section 3.21, the respective amounts of additional servicing compensation payable to the Master Servicer and the Special Servicer as Net Default Charges out of such Default Charges shall be reduced proportionately based upon the respective amounts that would have been payable thereto as Net Default Charges out of such Default Charges if such waiver had not been granted. (k) With respect to any Serviced Loan that permits the release of Mortgaged Properties through defeasance, to the extent permitted under the related Loan documents, the Master Servicer shall, subject to the next paragraph and the related Loan documents, (1) notify each Rating Agency, the Trustee, the Underwriters and the Special Servicer upon receipt of a Mortgagor's notice of defeasance of such Loan, (2) obtain the written confirmation from each Rating Agency that the acceptance of a pledge of the Defeasance Collateral will not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities, and (3) take such further action as provided in such Mortgage Note to effectuate such defeasance, including the purchase and perfection of the Defeasance Collateral on behalf of the Trustee (as mortgagee of record on behalf of the Certificateholders and, in the case of the Companion Loans, the related Companion Loan Noteholders. The confirmation described in clause (2) above shall not be required: (i) from S&P in the case of a Serviced Loan with an unpaid principal balance less than or equal to $20,000,000 and constitutes less than 5% of the aggregate unpaid principal balance of the Mortgage Pool, and is not then one of the ten largest (measured by unpaid principal balance) Mortgage Loans in the Mortgage Pool, provided the Master Servicer delivers to S&P a certification in the form attached hereto as Exhibit L (a "Defeasance Certificate"); or (ii) from Moody's in the case of any Serviced Loan that is not then one of the ten largest (measured by unpaid principal balance) Mortgage Loans in the Mortgage Pool and that is not then one of the ten largest groups (measured by aggregate unpaid principal balance) of Mortgage Loans with related Mortgagors, provided the Master Servicer delivers to Moody's a Defeasance Certificate; provided that, in the case of (i) or (ii) above, such written confirmation shall not be required from S&P and/or Moody's (provided that the Master Servicer delivers a Defeasance Certificate to the applicable Rating Agency), as applicable, in the event the subject Mortgage Loan complies with the then current applicable guidelines set forth by such Rating Agency, or the unpaid principal balance of such Mortgage Loan, the percentage such Mortgage Loan constitutes of the Mortgage Pool or the relative size of such Mortgage Loan with respect to the Mortgage Pool, as applicable, does not exceed the current applicable threshold for review as set forth by such Rating Agency). Notwithstanding the foregoing, but subject to the related Loan documents, the Master Servicer shall not permit a pledge of Defeasance Collateral under a Defeasance Loan if (i) such defeasance would occur within two years of the Startup Day, (ii) if the Defeasance Collateral shall not be Government Securities; (iii) such Defeasance Loan (or any applicable agreement executed in connection with the related defeasance) provides that the Mortgagor shall be liable for any shortfalls from such Defeasance Collateral or otherwise be subject to recourse liability with respect to the Defeasance Loan (except for any liability that, pursuant to the terms of the related Loan documents, survives such defeasance), (iv) all costs to be incurred in connection with such defeasance (including Rating Agency fees, accountants' fees and costs incurred in connection with any required opinions of counsel) would not be paid by the related Mortgagor; provided, however, that if the related Loan documents do not require the Borrower to pay such costs, such costs shall be paid as an Additional Trust Fund Expense out of the Custodial Account and the Master Servicer shall provide notice to, and demand payment for such costs from, the related Mortgage Loan Seller pursuant to Section 5(f) of the related Mortgage Loan Purchase Agreement, or (v) unless such confirmation is not required pursuant to the first paragraph of this Section 3.21(k), either Rating Agency does not confirm in writing to the Master Servicer that the acceptance of a pledge of the Defeasance Collateral in lieu of a prepayment will not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities. All expenses related to the defeasance of a Defeasance Loan shall be charged to the related Mortgagor or other responsible party. Section 3.22 Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Loan that had otherwise been a Performing Serviced Loan, and if the Master Servicer is not also the Special Servicer, the Master Servicer shall immediately give notice thereof to the Special Servicer and with respect to any Loan Group to the related Companion Loan Noteholder, and shall deliver a copy of the related Servicing File, to the Special Servicer and shall use reasonable efforts to provide the Special Servicer with all information, documents (or copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Loan, either in the Master Servicer's or any of its directors', officers', employees', affiliates' or agents' possession or control or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer shall use reasonable efforts to comply with the preceding sentence within five Business Days of the occurrence of each related Servicing Transfer Event; provided, however, that if the information, documents and records requested by the Special Servicer are not contained in the Servicing File, the Master Servicer shall have such period of time as reasonably necessary to make such delivery. The Special Servicer may conclusively rely on the Master Servicer's determination that a Servicing Transfer Event has occurred giving rise to a Serviced Loan's becoming a Specially Serviced Loan. Neither the Master Servicer nor the Special Servicer shall be liable or in default hereunder for any reasonable act or failure to act because of or arising out of the other party's failure to deliver information, documents or records with respect to any Specially Serviced Loan in accordance with the requirements hereof. Upon determining that a Specially Serviced Loan has become a Corrected Loan, and if the Master Servicer is not also the Special Servicer, the Special Servicer shall immediately give notice thereof, and shall within five Business Days of such occurrence return the related Servicing File, together with any and all new information, documents and records relating to the subject Loan that were not part of the Servicing File when it was delivered to the Special Servicer, to the Master Servicer (or such other Person as may be directed by the Master Servicer) and upon giving such notice, and returning such Servicing File, to the Master Servicer (or such other Person as may be directed by the Master Servicer), the Special Servicer's obligation to service such Loan, and the Special Servicer's right to receive the Special Servicing Fee with respect to such Loan shall terminate, and the obligations of the Master Servicer to service and administer such Loan shall resume. Notwithstanding anything herein to the contrary, in connection with the transfer to the Special Servicer of the servicing of a Cross-Collateralized Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of servicing responsibilities by the Master Servicer with respect to any such Mortgage Loan upon its becoming a Corrected Loan, the Master Servicer and the Special Servicer shall each transfer to the other, as and when applicable, the servicing of all other Cross-Collateralized Mortgage Loans constituting part of the same Cross-Collateralized Group; provided that no Cross-Collateralized Mortgage Loan may become a Corrected Loan at anytime that a continuing Servicing Transfer Event exists with respect to another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized Group. (b) In servicing any Specially Serviced Loans, the Special Servicer shall provide to the Custodian originals of newly executed documents included within the definition of "Mortgage File" for inclusion in the related Mortgage File (with a copy of each such original to the Master Servicer), and shall provide to the Master Servicer copies of any additional related Loan information, including correspondence with the related Mortgagor. (c) Upon request (and to the extent not otherwise already provided by the Special Servicer pursuant to its reporting obligations hereunder), the Special Servicer shall deliver to the Master Servicer, the Trustee and each Rating Agency (or such other Person as may be directed by the Master Servicer) a statement in writing and in computer readable format (the form of such statement to be agreed upon by the Master Servicer and the Special Servicer) describing, on a loan-by-loan and property-by-property basis, (1) insofar as it relates to Specially Serviced Loans and REO Properties, the information described in clauses (vi) through (xv) of Section 4.02(a) (with respect to information set forth in such clauses related to prior Distribution Dates and/or periods, the Special Servicer may conclusively rely on information furnished to it by the Master Servicer or the Trustee) and, insofar as it relates to the Special Servicer, the information described in clauses (xxiv) and (xxx) of Section 4.02(a), (2) the amount of all payments, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss incurred, with respect to each Specially Serviced Loan during the related Collection Period, and the amount of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss incurred, with respect to each REO Property during the related Collection Period, (3) the amount, purpose and date of all Servicing Advances made by the Special Servicer with respect to each Specially Serviced Loan and REO Property during the related Collection Period, (4) in writing, a brief narrative summary of the status of each Specially Serviced Loan, (5) the CMSA Special Servicer Loan File and (6) such additional information relating to the Specially Serviced Loans and REO Properties as the Master Servicer reasonably requests to enable it to perform its responsibilities under this Agreement. Notwithstanding the foregoing provisions of this subsection (c), the Master Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans and REO Properties and shall provide the Special Servicer with any information reasonably available to the Master Servicer required by the Special Servicer to perform its duties under this Agreement. Section 3.23 Sub-Servicing Agreements. (a) The Master Servicer and the Special Servicer (with the consent of the Controlling Class Directing Holder) may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of their respective obligations hereunder, provided that in each case, the Sub-Servicing Agreement: (i) is consistent with this Agreement in all material respects, requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement and, with the exception of Sections 7.01(a)(x), (xi) and (xii), provides for events of default with respect to the Sub-Servicer substantially the same as those set forth in Section 7.01 (modified as necessary to apply to the Sub-Servicer's obligations under the Sub-Servicing Agreement); (ii) provides that if the Master Servicer or the Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including by reason of an Event of Default), the Trustee or its designee may thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Master Servicer or the Special Servicer, as the case may be, under such agreement or may terminate such Sub-Servicing Agreement without cause and without payment of any penalty or termination fee (provided, however, that those Sub-Servicing Agreements in effect as of the Closing Date (or, if being negotiated as of the Closing Date, in effect within 90 days thereafter) may only be terminated by the Trustee or its designee as contemplated by Section 3.23(d) hereof and in such additional manner as is provided in such Sub-Servicing Agreement); (iii) provides that the Trustee, for the benefit of the Certificateholders and, in the case of a Sub-Servicing Agreement relating to a Loan Group, the related Companion Loan Noteholders, shall each be a third party beneficiary under such agreement, but that (except to the extent the Trustee or its designee assumes the obligations of the Master Servicer or the Special Servicer, as the case may be, thereunder as contemplated by the immediately preceding clause (ii)) none of the Trustee, the Trust, any successor Master Servicer, the Special Servicer or any Companion Loan Noteholder, as the case may be, or any Certificateholder shall have any duties under such agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Serviced Loan pursuant to this Agreement to terminate such agreement with respect to such purchased Mortgage Loan at its option and without penalty; (v) does not permit the Sub-Servicer to enter into or consent to any modification, extension, waiver or amendment or otherwise take any action on behalf of the Master Servicer or the Special Servicer contemplated by Section 3.08, Section 3.09 and Section 3.21 hereof or to foreclose on any Mortgage without the consent of the Master Servicer or Special Servicer, as the case may be; (vi) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust Fund; (vii) each Sub-Servicing Agreement entered into by the Master Servicer (including any with an effective date on or before the Closing Date) provides that such agreement shall, with respect to any Serviced Loan serviced thereunder, terminate at the time such Loan becomes a Specially Serviced Loan (or, alternatively, be subject to the Special Servicer's rights to service such Loan for so long as such Loan continues to be a Specially Serviced Loan); and (viii) each Sub-Servicing Agreement entered into by the Special Servicer provides that it relates only to Specially Serviced Loans and shall terminate with respect to any such Loan which ceases to be a Specially Serviced Loan. The Master Servicer and the Special Servicer each shall deliver to the Trustee and each other copies of all Sub-Servicing Agreements (and, to each of the Companion Loan Noteholders, copies of any Sub-Servicing Agreement in respect of the Companion Loans), as well as any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the Master Servicer or the Special Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special Servicer, as the case may be; and, in connection therewith, all amounts advanced by any Sub-Servicer, to the extent required under such Sub-Servicing Agreement, to satisfy the obligations of the Master Servicer or the Special Servicer hereunder to make P&I Advances or Servicing Advances shall be deemed to have been advanced by the Master Servicer or the Special Servicer, as the case may be, out of its own funds and, accordingly, such P&I Advances or Servicing Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer or the Special Servicer, as the case may be. For so long as they are outstanding, Advances shall accrue interest in accordance with Sections 3.12(b), 4.03(d) and 4.03A(d), such interest to be allocable between the Master Servicer or the Special Servicer, as the case may be, and such Sub-Servicer as they may agree. For purposes of this Agreement, the Master Servicer and the Special Servicer each shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer and the Special Servicer each shall notify the other, the Trustee, the Depositor, the Controlling Class Certificateholders, if a Loan Group is affected, the related Companion Loan Noteholders in writing promptly of the appointment by it of any Sub-Servicer. (b) Each Sub-Servicer (i) shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law, and (ii) except for any Sub-Servicer that is servicing any of the Mortgage Loans on the Closing Date, shall be an approved conventional seller/servicer of mortgage loans for FHLMC or Fannie Mae or a HUD-Approved Servicer. (c) The Master Servicer and the Special Servicer, for the benefit of the Trustee and the Certificateholders and, in the case of the Companion Loans, also for the benefit of the related Companion Loan Noteholders, shall (at no expense to the Trustee, the Certificateholders, the Companion Loan Noteholders or the Trust Fund) monitor the performance and enforce the obligations of their respective Sub-Servicers under the related Sub-Servicing Agreements. Such enforcement, including the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or the Special Servicer, as applicable, in its good faith business judgment, would require were it the owner of the subject Serviced Loans. (d) In the event of the resignation, removal or other termination of the Master Servicer or any successor Master Servicer hereunder for any reason, the Trustee or other Person succeeding such resigning, removed or terminated party as Master Servicer, shall elect, with respect to any Sub-Servicing Agreement in effect as of the Closing Date (or, if being negotiated as of the Closing Date, in effect within 90 days thereafter) that still exists at the time of such termination: (i) to assume the rights and obligations of the Master Servicer under such Sub-Servicing Agreement and continue the sub-servicing arrangements thereunder on the same terms (including the obligation to pay the same sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with such Sub-Servicer on such terms as the Trustee or other successor Master Servicer and such Sub-Servicer shall mutually agree (it being understood that such Sub-Servicer is under no obligation to accept any such new Sub-Servicing Agreement or to enter into or continue negotiations with the Trustee or other successor Master Servicer); or (iii) to terminate the Sub-Servicing Agreement if (but only if) an Event of Default (as defined in such Sub-Servicing Agreement) has occurred and is continuing, without paying any sub-servicer termination fee, and in any additional manner provided for in such Sub-Servicing Agreement. Notwithstanding any other provisions set forth in this Agreement to the contrary, (i) the Primary Servicer's rights and obligations under the Primary Servicing Agreement shall expressly survive a termination of the Master Servicer's servicing rights under this Agreement; provided that the Primary Servicing Agreement has not been terminated in accordance with its provisions, (ii) any successor Master Servicer, including, without limitations, the Trustee (if it assumes the servicing obligations of the terminated Master Servicer) shall be deemed to automatically assume and agree to each of the then current Primary Servicing Agreements without further action upon becoming the successor Master Servicer and (iii) this Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer under the Primary Servicing Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld). The Sub-Servicers as to which Sub-Servicing Agreements are in effect or being negotiated as of the Closing Date are listed on Exhibit K hereto. (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer and the Special Servicer shall remain obligated and liable to the Trustee, the Certificateholders and the Companion Loan Noteholders for the performance of their respective obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if each alone were servicing and administering the Serviced Loans and/or REO Properties for which it is responsible. Section 3.24 Representations and Warranties of the Master Servicer. (a) The Master Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Companion Loan Noteholders, as of the Closing Date, that: (i) The Master Servicer is a corporation validly existing and in good standing under the laws of the State of California, and the Master Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, will not violate the Master Servicer's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' (including bank creditors') rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened, against the Master Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer from entering into this Agreement or materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No consent, approval, authorization or order, registration, filing with or notice to any governmental authority or court is required under federal or state law, for the execution, delivery and performance by the Master Servicer, or compliance by the Master Servicer with, this Agreement or the consummation of any transactions contemplated hereby, other than (A) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (B) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer under this Agreement; and (viii) The Master Servicer has errors and omissions insurance coverage which is in full force and effect and complies with the requirements of Section 3.07(c) of this Agreement. (b) The representations and warranties of the Master Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization. Section 3.25 Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Companion Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of California, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not violate the Special Servicer's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.25(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.25(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.25(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization. Section 3.26 Certain Matters Regarding the Purchase of the Loan Group Trust Mortgage Loans. If, pursuant to Section 2.03, Section 3.19 and Section 9.01, any Loan Group Trust Mortgage Loan is purchased or repurchased from the Trust Fund, the purchaser thereof shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations of the holder of the Mortgage Note that was formerly part of the Trust Fund under the related Co-Lender Agreement. All portions of the related Mortgage File and other documents pertaining to such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan. Thereafter such Mortgage File shall be held by the holder of such purchased Mortgage Loan, as applicable, or a custodian appointed thereby for the benefit of the "Note A Lender" and the "Note B Lender" as their interests appear under the related Co-Lender Agreement. If the related Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under the separate servicing agreement for the Loan Groups. Section 3.27 Application of Default Charges. (a) Any and all Default Charges that are actually collected with respect to any Mortgage Loan or REO Mortgage Loan in the Mortgage Pool (excluding any Mortgage Loan that is part of a Loan Group) during any Collection Period, shall be applied for the following purposes and in the following order, in each case to the extent of the remaining portion of such Default Charges: First, to pay to the Fiscal Agent, the Trustee, the Master Servicer or the Special Servicer, in that order, any interest due and owing to such party on any outstanding Advances made thereby with respect to the subject Mortgage Loan or REO Mortgage Loan and reimbursed in the related Collection Period; Second, to pay any other outstanding expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to the subject Mortgage Loan or REO Mortgage Loan and that, if paid from a source other than Default Charges collected with respect to the subject Mortgage Loan, would constitute Additional Trust Fund Expenses; Third, to reimburse the Trust for any interest on Advances paid to the Fiscal Agent, the Trustee, the Master Servicer or the Special Servicer since the Closing Date with respect to the subject Mortgage Loan or REO Mortgage Loan, which payment was made from a source other than Default Charges and not previously reimbursed under this clause Third; Fourth, to reimburse the Trust for any other Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout Fees) paid since the Closing Date with respect to the subject Mortgage Loan or REO Mortgage Loan, which payment was made from a source other than Default Charges and not previously reimbursed under this clause Fourth; and Fifth, to pay any remaining portion of such Default Charges (such remaining portion, "Net Default Charges") as additional master servicing compensation to the Master Servicer, to the extent received, if they were accrued in respect of a Performing Serviced Loan, or as additional special servicing compensation to the Special Servicer, to the extent received, if they were accrued in respect of a Specially Serviced Loan or an REO Mortgage Loan, in each case pursuant to Section 3.11. (b) Default Charges applied to reimburse the Trust pursuant to clauses Third and Fourth, of subsection (a), are intended to be part of the amounts to be delivered by the Master Servicer to the Trustee pursuant to the first paragraph of Section 3.04(b) on or before the Master Servicer Remittance Date next following the Collection Period during which they were received, for deposit in the Distribution Account, subject to application pursuant to Section 3.05(a) for any items payable out of general collections on the Mortgage Loans and any REO Properties. Default Charges applied to pay outstanding interest on Advances to any particular party pursuant to clause First of subsection (a) shall be applied to pay such party such interest on Advances in such manner that the interest that accrued first and has been outstanding the longest shall be paid first. Default Charges applied to pay outstanding expenses pursuant to clause Second of subsection (a) shall be applied to pay such expenses in the chronological order in which they were incurred. Default Charges applied to reimburse the Trust pursuant to clauses Third and Fourth, of subsection (a) shall be deemed to offset either interest paid on Advances or other Additional Trust Fund Expenses, depending on which clause is applicable, in the chronological order in which they were made or incurred, as applicable (whereupon such interest paid on Advances or such other Additional Trust Fund Expenses, depending on which clause is applicable, shall thereafter be deemed to have been paid out of Default Charges). (c) Any and all Default Charges that are actually collected with respect to any Serviced Loan Group or any successor REO Loan with respect thereto during any Collection Period (as allocable thereto pursuant to the related loan agreement), shall be applied for the following purposes and in the following order, in each case to the extent of the remaining portion of such Default Charges: First, to pay to the Fiscal Agent, the Trustee, the Master Servicer or the Special Servicer, in that order, any interest due and owing to such party on any outstanding Servicing Advances made thereby with respect to such Loan Group or REO Loan or the related Loan Group Mortgaged Property and reimbursed in the related Collection Period (to be applied with respect to any particular party in such manner that the interest that accrued first and has been outstanding the longest shall be paid first); Second, to pay to the Fiscal Agent, the Trustee or the Master Servicer, in that order, any interest due and owing to such party on any outstanding P&I Advances made thereby with respect to such Loan Group or REO Loan or the related Loan Group Mortgaged Property and reimbursed in the related Collection Period (to be applied with respect to any particular party in such manner that the interest that accrued first and has been outstanding the longest shall be paid first); Third, to pay any other outstanding expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to such Loan Group or REO Loan and that, if paid from a source other than such Default Charges collected with respect to such Loan Group, would constitute Additional Trust Fund Expenses; Fourth, to reimburse the Trust or any Companion Loan Noteholder for any interest on Advances paid to the Fiscal Agent, the Trustee, the Master Servicer or the Special Servicer since the Closing Date with respect to such Loan Group or REO Loan, which payment was made from a source other than Default Charges and not previously reimbursed under this clause Fourth or clause Third under Section 3.27(a); Fifth, to reimburse the Trust or any Companion Loan Noteholder for any other Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout Fees) paid since the Closing Date with respect to such Loan Group or REO Loan, which payment was made from a source other than Default Charges and not previously reimbursed under this clause Fifth or clause Fourth under Section 3.27(a); and Sixth, to pay any remaining portion of such Default Charges (such remaining portion, "Net Default Charges") as additional master servicing compensation to the Master Servicer, to the extent received, if they were accrued with respect to such Companion Loan during a period that it was a Performing Serviced Loan, or as additional special servicing compensation to the Special Servicer, to the extent received, if they were accrued with respect to such Companion Loan during a period that it was a Specially Serviced Loan or an REO Loan, in each case pursuant to Section 3.11. Section 3.28 Limitations on and Authorizations of the Master Servicer and Special Servicer with Respect to Specific Mortgage Loans. (a) With respect to any Mortgage Loans that provide for a "cash trap" provision whereby excess cash in an account controlled by the lender (i) is not released to the related Mortgagor and (ii) may, at the lender's discretion, be applied as a prepayment on the Mortgage Loan, the Master Servicer shall not apply any of such excess cash as prepayment of the related Mortgage Loan unless the Special Servicer consents. (b) In the event that a Servicing Advance made by the Master Servicer, the Special Servicer (if applicable), the Trustee or the Fiscal Agent with respect to a Serviced Loan Group in accordance with this Agreement becomes a Nonrecoverable Advance, the Master Servicer (on behalf of the Trust Fund) shall seek reimbursement from the holders of the related Pari Passu Companion Loans (including, in the case of a holder that is a securitization trust, from general funds in the related collection account) for such holder's pro rata share (based on the principal balance of the applicable Pari Passu Companion Loan) of such Nonrecoverable Advance, but only to the extent such party is liable therefore under the terms of the related Co-Lender Agreement. To the extent that such amounts together with amounts from the Pool Custodial Account are insufficient to cover the whole Nonrecoverable Advance, the Master Servicer shall seek reimbursement for the full amount of such Nonrecoverable Advance from the holders of such Pari Passu Companion Loans (including any securitization trust) to the extent permitted under the related Co-Lender Agreement (including reimbursement out of general funds in the collection account established in connection with a securitization trust); provided that the allocation of such reimbursements among all holders of Loans in the related Loan Group (including any holder that is a securitization trust) shall be as nearly as possible pro rata (based on the principal balance of the related Loans). Section 3.29 Additional Matters with respect to Mall St. Matthews Mortgage Loan and North Star Mall Mortgage Loan. (a) In the event that the applicable Mortgage Loan Seller (a "Repurchasing Seller") with respect to the Mall St. Matthews Mortgage Loan or the North Star Mall Mortgage Loan repurchases its respective Mortgage Note(s) (a "Repurchased Note"), the provisions of this Section 3.29 shall apply, and each related Mortgage Loan Seller has agreed in the related Mortgage Loan Purchase Agreement as follows with respect to the servicing and administration of the Mall St. Matthews Mortgage Loan or the North Star Mall Mortgage Loan, as applicable, in the event of such a repurchase unless and until such time as both related Mortgage Notes are repurchased or otherwise no longer part of the Trust, and the related successor holders thereof have entered into a servicing agreement with respect to such Mortgage Notes. For purposes of this Section 3.29 and Section 11.09 only, "Mortgage Note" shall mean each original promissory note that collectively represents the Mortgage Note (as defined in Article I) with respect to the Mall St. Matthews Mortgage Loan or the North Star Mall Mortgage Loan, respectively, and shall not be a collective reference to such promissory notes. (b) Custody of and record title under the Loan documents with respect to the related Mortgage Loan shall be held exclusively by the Trustee as provided under this Agreement, except that the Repurchasing Seller shall hold and retain title to its original Repurchased Note and any related endorsements thereof. (i) Payments from the related Mortgagor or any other amounts received with respect to each Mortgage Note shall be collected as provided in this Agreement by the Master Servicer and shall be applied on each Due Date pro rata to each related Mortgage Note based on its respective Repurchased Percentage Interest, subject to Section 3.29(a)(ii). Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust for the benefit of the Repurchasing Seller and remitted (net of its pro rata share of any Master Servicing Fees, Special Servicing Fees, and any other amounts due to the Master Servicer or Special Servicer) to the Repurchasing Seller or its designee by the Master Servicer on each Distribution Date pursuant to instructions provided by the Repurchasing Seller and deposited and applied in accordance with this Agreement, subject to Section 3.29(a)(ii). In the event that such Mortgage Loan shall becomes an REO Loan, payments or any other amounts received with respect to such Mortgage Loan shall be collected and shall be applied on each Due Date pro rata to each related Mortgage Note based on its respective Repurchased Percentage Interest, subject to Section 3.29(a)(ii). (ii) In the event that the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due under such Mortgage Loan at any particular time, the Repurchasing Seller shall receive from the Master Servicer an amount equal to the Repurchasing Seller's Repurchased Percentage Interest of such payment. All expenses, losses and shortfalls relating solely to such Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable Servicing Advances, interest on Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related to the related Mortgage Notes), will be allocated between the holders of such Mortgage Notes pro rata based on their respective Repurchased Percentage Interest of such losses and expenses. In no event shall any costs, expenses, fees or any other amounts related to any Loan other than the Mall St. Matthews Mortgage Loan or North Star Mall Mortgage Loan, as applicable, be deducted from payments or any other amounts received with respect to such Mortgage Loan and payable to the Repurchasing Seller. For purposes of this Section 3.29, "Repurchased Percentage Interest" shall mean the 50% interest of the applicable Mortgage Loan Seller in the related Mortgage Loan. (iii) Such Mortgage Loan shall be serviced for the benefit of each Repurchasing Seller and, if applicable, the Certificateholders pursuant to the terms and conditions of the Agreement in accordance with the Servicing Standard and in accordance with the provisions herein as if such Loan was a Serviced Pari Passu Companion Loan. For so long as the Mortgage Loan shall be serviced by the Master Servicer or the Special Servicer in accordance with the requirements of the Agreement, the Master Servicer or the Special Servicer, as applicable, on behalf of the holders thereof shall administer such Mortgage Loan consistent with the terms of this Agreement with respect to Serviced Loan Groups. The Repurchasing Seller shall not be permitted to terminate the Master Servicer or Special Servicer as servicer or special servicer of the related Repurchased Note. All rights of the mortgagee under such Mortgage Loan will be exercised by the Master Servicer or Special Servicer, on behalf of the Trust Fund to the extent of its interest therein and the Repurchasing Seller in accordance with this Agreement. (iv) Such Mortgage Loan shall, consistent with this Agreement, be serviced as if it were a Serviced Loan Group. Each Repurchasing Seller shall be treated hereunder as if it were a Companion Loan Noteholder on a pari passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of Companion Loans that are pari passu in right of payment. Compensation shall be paid to the Master Servicer and the Special Servicer with respect to the related Repurchased Note as provided in this Agreement with respect to a Serviced Pari Passu Companion Loan. None of the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer shall have any obligation to make P&I Advances or, so long as no related Mortgage Note is part of the Trust, a Servicing Advance with respect to the related Repurchased Note. Except as otherwise specified herein, the Master Servicer and the Special Servicer shall have no reporting requirement with respect to the related Repurchased Note other than to deliver to the related Repurchased Noteholder any document required to be delivered to a Companion Loan Noteholder hereunder. (c) If either Mortgage Note is considered a Specially Serviced Loan, then both Mortgage Notes shall be a Specially Serviced Loan under this Agreement. The Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the Repurchasing Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout Fee or Liquidation Fee payable to the Special Servicer under the Agreement with respect to a Serviced Companion Loan. (d) If (A) the Master Servicer shall pay any amount to the Repurchasing Seller pursuant hereto in the belief or expectation that a related payment has been made or will be received or collected in connection with either or both of the Mortgage Loans and (B) such related payment is not received or collected by the Master Servicer, then the Repurchasing Seller will promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master Servicer determines at any time that any amount received or collected by the Master Servicer in respect of the Mortgage Loans must be returned to the related Mortgagor or paid to any other person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer shall not be required to distribute any portion thereof to the Repurchasing Seller, and the Repurchasing Seller will promptly on demand by the Master Servicer repay, which obligation shall survive the termination of this Agreement, any portion thereof that the Master Servicer shall have distributed to the Repurchasing Seller, together with interest thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or such other person or entity with respect thereto. (e) Subject to this Agreement, the Master Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased Note, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding the Mortgage Loan, and (ii) enforce the Loan documents as provided hereunder. Without limiting the generality of the preceding sentence, the Master Servicer, or Special Servicer, as applicable, may agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the related Mortgagor on or any guarantor of any Mortgage Loan it is required to service and administer hereunder, without the consent of the Repurchasing Seller, subject, however, to the terms of this Agreement. (f) In taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject to the same degree of care with respect to the administration and servicing of the Mortgage Loans as is consistent with this Agreement; and shall only be liable to the Repurchasing Seller to the extent set forth herein with respect to any holder of a Serviced Pari Passu Companion Loan. (g) In the event that the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to such Mortgage Loan which would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance, the Repurchasing Seller shall reimburse the Trust in an amount equal to the Repurchased Percentage Interest of such Nonrecoverable Advance. Notwithstanding the foregoing, the Repurchasing Seller will not be obligated to reimburse the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer (and amounts due to the Repurchasing Seller shall not be offset) for Advances or interest thereon or any amounts related to Loans other than such Mortgage Loan or for P&I Advances or interest thereon with respect to such Mortgage Loan. To the extent that the Repurchasing Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered, the Repurchasing Seller shall receive a reimbursement from such recovery based on its Repurchased Percentage Interest of such recovery. This reimbursement right shall not limit the Trustee's, the Fiscal Agent, Master Servicer's or the Special Servicer's rights to reimbursement under this Agreement. Notwithstanding anything to the contrary contained herein, the total liability of the Repurchasing Seller shall not exceed an amount equal to its Repurchased Percentage Interest. (h) The Repurchasing Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement. (i) The Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement, exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of the Repurchasing Seller as a holder of a pari passu interest in the Loan, any and all financing statements, continuation statements and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document related to the Mortgage Loans on the Mortgaged Properties and related collateral, any and all modifications, waivers, amendments or consents to or with respect to any Loan documents, and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and the Mortgaged Property or Mortgaged Properties all in accordance with, and subject to, the terms of this Agreement. The Repurchasing Seller agrees to furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to such Mortgage Loan; provided, however, that the Repurchasing Seller shall not be liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that the Master Servicer or the Special Servicer, without the written consent of the Repurchasing Seller, shall not initiate any action in the name of the Repurchasing Seller without indicating its representative capacity or take any action with the intent to cause and that actually causes, the Repurchasing Seller to be registered to do business in any state. Pursuant to the related Mortgage Loan Purchase Agreement, the Repurchasing Seller is required to deliver to the Master Servicer or the Special Servicer, as applicable the Loan documents related to the related Repurchased Note or related Repurchased Notes, as applicable, any Requests for Release and any court pleadings, requests for trustee's sale or other documents necessary to the foreclosure or trustee's sale in respect of the Mortgaged Properties or to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related Repurchased Note. Section 3.30 Additional Matters with respect to the 1370 Avenue of the Americas Loan Group. For the avoidance of doubt, it is the intention of the parties hereto that the following timing requirements shall apply to collections and reporting with respect to the 1370 Avenue of the Americas Loan Group: (a) The Primary Servicer or, during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Master Servicer shall deliver to the Master Servicer (with a copy to the Trustee) all distribution reports required to be provided with respect to the 1370 Avenue of the Americas Loan Group pursuant to Article III hereof, or with respect to the Primary Servicer, pursuant to the Primary Servicing Agreement by no later than 11:00 a.m. on the Business Day following the Due Date for the 1370 Avenue of the Americas Trust Loan in each month. Following receipt of such information from the Primary Servicer or the 1370 Avenue of the Americas Master Servicer, the Master Servicer shall update and deliver a revised CMSA Loan Periodic Update File to the Trustee by no later than 2:00 p.m. on the Master Servicer Remittance Date in each month. (b) On the Business Day following the Due Date for the 1370 Avenue of the Americas Loan Group in each month, the Primary Servicer or during a 1370 Avenue of the Americas Non-Lead Servicing Period, the 1370 Avenue of the Americas Master Servicer shall forward any collections received with respect to the 1370 Avenue of the Americas Trust Loan to the Master Servicer by no later than 1:00 p.m. on the Business Day following the Due Date for the 1370 Avenue of the Americas Trust Loan. ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS Section 4.01 Distributions. (a) On each Distribution Date, to the extent of the Available Distribution Amount for such Distribution Date, the Trustee shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier Distribution Account to the Upper-Tier Distribution Account in the amounts and priorities set forth in Section 4.01(i) with respect to each class of Uncertificated Lower-Tier Interests, and immediately thereafter, shall make distributions of the Available Distribution Amount from the Upper-Tier Distribution Account in the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding priority: (i) concurrently, (A) from that portion of the Sub-Pool 1 Available Distribution Amount, to the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates, pro rata (based upon their respective entitlements to interest for such Distribution Date) up to an amount equal to all Distributable Certificate Interest for each such Class for such Distribution Date, and to the extent not previously paid, for all prior Distribution Dates, (B) from that portion of the Sub-Pool 2 Available Distribution Amount, to the Class A-1-A Certificates, up to an amount equal to all Distributable Certificate Interest for such Class for such Distribution Date, and to the extent not previously paid, for all prior Distribution Dates and (C) from the entire Available Distribution Amount, to the Class XP and Class XC Certificates, pro rata (based upon their respective entitlements to interest for such Distribution Date) up to an amount equal to all Distributable Certificate Interest for each such Class for such Distribution Date, and to the extent not previously paid, for all prior Distribution Dates; provided, however, that if the Available Distribution Amount for any Distribution Date (or the portion thereof attributable to any Sub-Pool) is insufficient to pay in full an amount equal to all Distributable Certificate Interest for each such Class, as provided above, on such Distribution Date, then the entire Available Distribution Amount shall be applied to make distributions of interest to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class XC and Class XP Certificates of, up to, and pro rata as among such Classes in accordance with, the respective Distributable Certificate Interest in respect of such Classes of Certificates for such Distribution Date; (ii) (A) prior to the Cross-Over Date, (1) to distributions of principal to the Holders of the Class A-AB Certificates, in an amount (not to exceed the amount necessary to reduce the Class Principal Balance of the Class A-AB Certificates to the Class A-AB Planned Principal Balance for such Distribution Date) equal to the entire Sub-Pool 1 Principal Distribution Amount for such Distribution Date and, after the Class Principal Balance of the Class A-1-A Certificates has been reduced to zero, the entire Sub-Pool 2 Principal Distribution Amount remaining after making any distributions required pursuant to clause (7) below on such Distribution Date; (2) after the Class Principal Balance of the Class A-AB Certificates has been reduced to the Class A-AB Planned Principal Balance, to distributions of principal to the Holders of the Class A-1 Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-1 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Sub-Pool 1 Principal Distribution Amount and, after the Class Principal Balance of the Class A-1-A Certificates has been reduced to zero, the entire Sub-Pool 2 Principal Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clause (7) below on such Distribution Date, less any portion thereof distributed on such Distribution Date to the Holders of the Class A-AB Certificates pursuant to clause (1) above; (3) after the Class Principal Balance of the Class A-AB Certificates has been reduced to the Class A-AB Planned Principal Balance for such Distribution Date and after the Class Principal Balance of the Class A-1 Certificates has been reduced to zero, to distributions of principal to the Holders of the Class A-2 Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-2 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Sub-Pool 1 Principal Distribution Amount and, after the Class Principal Balance of the Class A-1-A Certificates has been reduced to zero, the entire Sub-Pool 2 Principal Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clause (7) below on such Distribution Date (in each case, net of any portion thereof distributed on such Distribution Date to the Holders of the Class A-AB Certificates and the Class A-1 Certificates pursuant to clauses (1) and (2) above); (4) after the Class Principal Balance of the Class A-AB Certificates has been reduced to the Class A-AB Planned Principal Balance for such Distribution Date and after the Class Principal Balances of each of the Class A-1 and Class A-2 Certificates have been reduced to zero, to distributions of principal to the Holders of the Class A-3 Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-3 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Sub-Pool 1 Principal Distribution Amount and, after the Class Principal Balance of the Class A-1-A Certificates has been reduced to zero, the entire Sub-Pool 2 Principal Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clause (7) below on such Distribution Date (in each case, net of any portion thereof distributed on such Distribution Date to the Holders of the Class A-AB, Class A-1 and Class A-2 Certificates pursuant to clauses (1), (2) and (3) above); (5) after the Class Principal Balance of the Class A-AB Certificates has been reduced to the Class A-AB Planned Principal Balance for such Distribution Date and after the Class Principal Balances of each of the Class A-1, Class A-2 and Class A-3 Certificates have been reduced to zero, to distributions of principal to the Holders of the Class A-AB Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-AB Certificates outstanding immediately prior to such Distribution Date) equal to the entire Sub-Pool 1 Principal Distribution Amount and, after the Class Principal Balance of the Class A-1-A Certificates has been reduced to zero, the entire Sub-Pool 2 Principal Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clause (7) below on such Distribution Date (in each case, net of any portion thereof distributed on such Distribution Date to the Holders of the Class A-AB, Class A-1, Class A-2 and Class A-3 Certificates pursuant to clauses (1), (2), (3) and (4) above); (6) after the Class Principal Balances of the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates have been reduced to zero, to distributions of principal to the holders of the Class A-4 Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-4 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Sub-Pool 1 Principal Distribution Amount and, after the Class Principal Balance of the Class A-1-A Certificates has been reduced to zero, the entire Sub-Pool 2 Principal Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clause (7) below on such Distribution Date (in each case, net of any portion thereof distributed on such Distribution Date to the Holders of the Class A-AB, Class A-1, Class A-2 and Class A-3 Certificates pursuant to clauses (1), (2), (3), (4) and (5) above; (7) to distributions of principal to the Holders of the Class A-1-A Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-1-A Certificates outstanding immediately prior to such Distribution Date) equal to the entire Sub-Pool 2 Principal Distribution Amount and, after the Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates have been reduced to zero, the entire Sub-Pool 1 Principal Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clauses (1), (2), (3), (4), (5) and (6) above on such Distribution Date; and (B) on or after the Cross-Over Date, to distributions of principal to the Holders of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1-A Certificates, pro rata, (based upon their respective outstanding Class Principal Balances) in an amount (not to exceed the aggregate Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1-A Certificates outstanding immediately prior to such Distribution Date) equal to the Adjusted Principal Distribution Amount for such Distribution Date until their respective outstanding Class Principal Balances have been reduced to zero; (iii) to distributions to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB Certificates, the Class A-4 Certificates and the Class A-1-A Certificates, pro rata, as among such Classes, in accordance with, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to each such Class of Certificates and not previously reimbursed; (iv) to distributions of interest to the Holders of the Class A-J Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (v) after the Class Principal Balances of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB Certificates, the Class A-4 Certificates and the Class A-1-A Certificates have been reduced to zero, to distributions of principal to the Holders of the Class A-J Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-J Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates pursuant to any prior clause of this Section 4.01(a)); (vi) to distributions to the Holders of the Class A-J Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class A-J Certificates and not previously reimbursed; (vii) to distributions of interest to the Holders of the Class B Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (viii) after the Class Principal Balance of the Class A-J Certificates has been reduced to zero, to distributions of principal to the Holders of the Class B Certificates, in an amount (not to exceed the Class Principal Balance of the Class B Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates pursuant to any prior clause of this Section 4.01(a)); (ix) to make distributions to the Holders of the Class B Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (x) to make distributions of interest to the Holders of the Class C Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xi) after the Class Principal Balance of the Class B Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class C Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)); (xii) to make distributions to the Holders of the Class C Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xiii) to make distributions of interest to the Holders of the Class D Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xiv) after the Class Principal Balance of the Class C Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class D Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)); (xv) to make distributions to the Holders of the Class D Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xvi) to make distributions of interest to the Holders of the Class E Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xvii) after the Class Principal Balance of the Class D Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class E Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)); (xviii) to make distributions to the Holders of the Class E Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xix) to make distributions of interest to the Holders of the Class F Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xx) after the Class Principal Balance of the Class E Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class F Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)); (xxi) to make distributions to the Holders of the Class F Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xxii) to make distributions of interest to the Holders of the Class G Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xxiii) after the Class Principal Balance of the Class F Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class G Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(b)); (xxiv) to make distributions to the Holders of the Class G Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xxv) to make distributions of interest to the Holders of the Class H Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xxvi) after the Class Principal Balance of the Class G Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class H Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)); (xxvii) to make distributions to the Holders of the Class H Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xxviii) to make distributions of interest to the Holders of the Class J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xxix) after the Class Principal Balance of the Class H Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class J Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)); (xxx) to make distributions to the Holders of the Class J Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xxxi) to make distributions of interest to the Holders of the Class K Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xxxii) after the Class Principal Balance of the Class J Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class K Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)); (xxxiii) to make distributions to the Holders of the Class K Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xxxiv) to make distributions of interest to the Holders of the Class L Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xxxv) after the Class Principal Balance of the Class K Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class L Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)); (xxxvi) to make distributions to the Holders of the Class L Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xxxvii) to make distributions of interest to the Holders of the Class M Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xxxviii) after the Class Principal Balance of the Class L Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class M Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(b)); (xxxix) to make distributions to the Holders of the Class M Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xl) to make distributions of interest to the Holders of the Class N Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xli) after the Class Principal Balance of the Class M Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class N Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)); (xlii) to make distributions to the Holders of the Class N Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xliii) to make distributions of interest to the Holders of the Class O Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xliv) after the Class Principal Balance of the Class N Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class O Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)); (xlv) to make distributions to the Holders of the Class O Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xlvi) to make distributions of interest to the Holders of the Class P Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xlvii) after the Class Principal Balance of the Class O Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class P Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)); (xlviii) to make distributions to the Holders of the Class P Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed; (xlix) to the Holders of the Class R-II Certificates, the amount, if any, of the Available Distribution Amount remaining in the Upper-Tier Distribution Account with respect to such Distribution Date. All distributions of interest made in respect of the Class XC and Class XP Certificates on any Distribution Date pursuant to clause (i) above, shall be deemed to have been made in respect of all the Components of such Class, pro rata in accordance with the respective amounts of interest that would be payable on such Components on such Distribution Date based on the Class XC Strip Rate and Class XP Strip Rate, as applicable, of such Component multiplied by its Component Notional Amount, less an allocable portion of any Net Aggregate Prepayment Interest Shortfall, together with any amounts thereof remaining unpaid from previous Distribution Dates. (b) On each Distribution Date, the Trustee shall withdraw any amounts on deposit in the Upper-Tier Distribution Account that represent Net Prepayment Consideration actually collected on Mortgage Loans or REO Mortgage Loans during the related Collection Period and remitted in respect of the Uncertificated Lower-Tier Interests pursuant to Section 4.01(j), and shall distribute such amounts to the Holders of each of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates entitled to distributions of principal pursuant to Section 4.01(a) on such Distribution Date, up to an amount equal to, and pro rata based on, the respective Prepayment Consideration Entitlements for such Classes of Certificates for such Distribution Date. Any Net Prepayment Consideration not otherwise distributed in respect of the Principal Balance Certificates pursuant to the foregoing paragraph of this Section 4.01(b) shall be distributed (x) prior to the Distribution Date in March 2012, 5% to the Holders of the Class XP Certificates and 95% to the Holders of the Class XC Certificates and (y) on or after the Distribution Date in March 2012, 100% to the Holders of the Class XC Certificates. (c) Reserved. (d) All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise provided below, all such distributions with respect to each Class on each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Trustee with wiring instructions no less than five Business Days prior to (or, in the case of the initial Distribution Date, on) the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register. The final distribution on each Certificate (determined, in the case of a Principal Balance Certificate, without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Certificate pursuant to Section 4.04(a)) will be made in a like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Prior to any termination of the Trust Fund pursuant to Section 9.01, any distribution that is to be made with respect to a Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense previously allocated thereto, which reimbursement is to occur after the date on which such Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Certificateholder that surrendered such Certificate as such address last appeared in the Certificate Register or to any other address of which the Trustee was subsequently notified in writing. If such check is returned to the Trustee, then the Trustee, directly or through an agent, shall take such reasonable steps to contact the related Holder and deliver such check as it shall deem appropriate. Any funds in respect of a check returned to the Trustee shall be set aside by the Trustee and held uninvested in trust and credited to the account of the appropriate Holder. The costs and expenses of locating the appropriate Holder and holding such funds shall be paid out of such funds. No interest shall accrue or be payable to any former Holder on any amount held in trust hereunder. If the Trustee has not, after having taken such reasonable steps, located the related Holder by the second anniversary of the initial sending of a check, the Trustee shall, subject to applicable law, distribute the unclaimed funds to the Class R-II Certificateholders. (e) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the related Certificate Owners that it represents and to each indirect participating brokerage firm for which it acts as agent. Each indirect participating brokerage firm shall be responsible for disbursing funds to the related Certificate Owners that it represents. None of the Trustee, the Certificate Registrar, the Depositor or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. The Trustee and the Depositor shall perform their respective obligations under each Letter of Representations among the Depositor, the Trustee and the initial Depository dated as of the Closing Date and pertaining to the Book-Entry Certificates. (f) The rights of the Certificateholders to receive distributions from the proceeds of the Trust Fund with respect to the Certificates, and all rights and interests of the Certificateholders in and to such distributions, shall be as set forth in this Agreement. Neither the Holders of any Class of Certificates nor any party hereto shall in any way be responsible or liable to the Holders of any other Class of Certificates with respect to amounts properly previously distributed on the Certificates. (g) Except as otherwise provided in Section 9.01, whenever the Trustee receives written notification of or expects that the final distribution with respect to any Class of Certificates (determined, in the case of a Class of Principal Balance Certificates, without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Class of Certificates pursuant to Section 4.04(a)) will be made on the next Distribution Date, the Trustee shall, no later than the second Business Day prior to such Distribution Date, mail to each Holder of record of such Class of Certificates on such date a notice to the effect that: (i) the Trustee expects that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Certificate Registrar or at such other location therein specified, and (ii) no interest shall accrue on such Certificates from and after the end of the Interest Accrual Period for such Distribution Date. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(g) shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, then the Trustee, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such non-tendering Certificateholders following the first anniversary of the delivery of such second notice thereto shall be paid out of such funds. No interest shall accrue or be payable to any former Holder on any amount held in trust pursuant to this paragraph. If all of the Certificates as to which notice has been given pursuant to this Section 4.01(g) shall not have been surrendered for cancellation by the second anniversary of the delivery of the second notice, the Trustee shall, subject to applicable law, distribute to the Class R-II Certificateholders all unclaimed funds and other assets which remain subject thereto. (h) Notwithstanding any other provision of this Agreement, the Trustee shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. If the Trustee does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee shall indicate the amount withheld to such Certificateholders. (i) During each Interest Accrual Period, each Uncertificated Lower-Tier Interest shall accrue interest in an amount equal to the product of the Uncertificated Principal Balance of each such Uncertificated Lower-Tier Interest and the Weighted Average Net Mortgage Rate. On each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Distributable Certificate Interest for such Distribution Date (and, to the extent not previously paid, for all prior Distribution Dates, if any) in respect of its Corresponding Certificate, in each case allocable among the Corresponding Uncertificated Lower-Tier Interests, pro rata (except as set forth below), and the portion of the Distributable Certificate Interest for such Distribution Date (and, to the extent not previously paid, for all prior Distribution Dates, if any) of the Class XC and Class XP Certificates that is attributable to the Corresponding Component of such Uncertificated Lower-Tier Interest, in each case to the extent actually distributable thereon as provided in Section 4.01(a). All distributions made in respect of any Class of Principal Balance Certificates on each Distribution Date pursuant to Section 4.01(a) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Uncertificated Lower-Tier Interest set forth in the Preliminary Statement hereto; provided, however, that distributions of principal: (i) with respect to the Class A-1 Certificates, shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LA-1-1 Interest; and second, to the Class LA-1-2 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero; (ii) with respect to the Class A-2 Certificates, shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LA-2-1 Interest; second, to the Class LA-2-2 Interest; third, to the Class LA-2-3 Interest; fourth, to the Class LA-2-4 Interest; fifth, to the Class LA-2-5 Interest; sixth, to the Class LA-2-6 Interest; and seventh, to the Class LA-2-7 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero; (iii) with respect to the Class A-3 Certificates, shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LA-3-1 Interest; second, to the Class LA-3-2 Interest; third, to the Class LA-3-3 Interest; fourth, to the Class LA-3-4 Interest; and fifth, to the Class LA-3-5 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero; (iv) with respect to the Class A-AB Certificates, shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LA-AB-1 Interest; second, to the Class LA-AB-2 Interest; third, to the Class LA-AB-3 Interest; fourth, to the Class LA-AB-4 Interest; and fifth, to the Class LA-AB-5 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero; (v) with respect to the Class A-4 Certificates, shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LA-4-1 Interest; and second, to the Class LA-4-2 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero; (vi) with respect to the Class A-1-A Certificates, shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LA-1-A-1 Interest; second, to the Class LA-1-A-2 Interest; third, to the Class LA-1-A-3 Interest; fourth, to the Class LA-1-A-4 Interest; fifth, to the Class LA-1-A-5 Interest; sixth, to the Class LA-1-A-6 Interest; seventh, to the Class LA-1-A-7 Interest; eighth, to the Class LA-1-A-8 Interest; ninth, to the Class LA-1-A-9 Interest; tenth, to the Class LA-1-A-10 Interest; eleventh, to the Class LA-1-A-11 Interest; twelfth, to the Class LA-1-A-12 Interest; and thirteenth, to the Class LA-1-A-13 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero; (vii) with respect to the Class D Certificates, shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LD-1 Interest; second, to the Class LD-2 Interest; third, to the Class LD-3 Interest; fourth, to the Class LD-4 Interest; and fifth, to the Class LD-5 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero; (viii) with respect to the Class E Certificates, shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LE-1 Interest; and second, to the Class LE-2 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero; (ix) with respect to the Class F Certificates, shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LF-1 Interest; second, to the Class LF-2 Interest; and third, to the Class LF-3 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero; (x) with respect to the Class G Certificates, shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LG-1 Interest; and second, to the Class LG-2 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero; (xi) with respect to the Class H Certificates, shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LH-1 Interest; and second, to the Class LH-2 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero; and (xii) with respect to the Class K Certificates, shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LK-1 Interest; and second, to the Class LK-2 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero. All distributions made in respect of the Class XC and Class XP Certificates on each Distribution Date pursuant to Section 4.01(a) or Section 9.01, and allocable to any particular Component of such Class of Certificates in accordance with the penultimate paragraph of Section 4.01(a), shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of such Component's Corresponding Uncertificated Lower-Tier Interest. All distributions of reimbursements of Realized Losses and Additional Trust Fund Expenses made in respect of any Class of Principal Balance Certificates on each Distribution Date pursuant to Section 4.01(a) shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Uncertificated Lower-Tier Interests set forth in the Preliminary Statement hereto; provided, however, that distributions of reimbursements of Realized Losses and Additional Trust Fund Expenses shall be made in reverse sequential order of the priority set forth in this Section 4.01(i) for principal distributions, up to the amount of Realized Losses and Additional Trust Fund Expenses previously allocated to a particular Class of Uncertificated Lower-Tier Interests. (j) On each Distribution Date, the Trustee shall withdraw from the Lower-Tier Distribution Account an aggregate amount equal to all Net Prepayment Consideration actually collected on the Mortgage Loans or any REO Mortgage Loans during the related Collection Period and shall distribute such amount in respect of the Class LA-1-1 Interest by depositing such amount in the Upper-Tier Distribution Account (notwithstanding that all principal and interest distributable with respect to the Class LA-1-1 Interest has been paid in full). (k) Any amount that remains in the Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount and any Net Prepayment Consideration, shall be distributed to the Holders of the Class R-I Certificates. (l) On the final Master Servicer Remittance Date, the Master Servicer shall withdraw from the Pool Custodial Account and deliver to the Trustee who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments transferred from the Loss of Value Reserve Fund to the Pool Custodial Account on the immediately preceding Master Servicer Remittance Date in accordance with Section 3.05B, to the extent not otherwise included in the Available Distribution Amount for the final Distribution Date. Section 4.02 Statements to Certificateholders; CMSA Loan Periodic Update File. (a) On each Distribution Date, the Trustee shall provide or make available electronically to the Depositor, the Underwriters, the Master Servicer, the Special Servicer, the Controlling Class Directing Holder, each Rating Agency, the Holders of each Class of Certificates and, upon their written request to the Trustee, any Certificate Owners of the Book-Entry Certificates as may be identified to the reasonable satisfaction of the Trustee, a statement, substantially in the form attached hereto as Exhibit B (a "Distribution Date Statement"), which shall also include the CMSA Bond Level File and the CMSA Collateral Summary File, based on information provided to it by the Master Servicer and/or the Special Servicer, setting forth, without limitation: (i) the amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reduction of the Class Principal Balance thereof; (ii) the amount of the distribution on such Distribution Date to the Holders of each Class of Regular Interest Certificates allocable to Distributable Certificate Interest; (iii) the amount of the distribution on such Distribution Date to the Holders of each Class of Regular Interest Certificates allocable to Prepayment Premiums and Yield Maintenance Charges, respectively; (iv) the amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reimbursement of previously allocated Realized Losses and Additional Trust Fund Expenses; (v) the Available Distribution Amount, Sub-Pool 1 Available Distribution Amount and Sub-Pool 2 Available Distribution Amount for such Distribution Date; (vi) the aggregate amount of P&I Advances made in respect of the Mortgage Pool for the prior Distribution Date pursuant to Section 4.03(a) and/or Section 4.03A(a); (vii) (A) the aggregate amount of unreimbursed P&I Advances that had been outstanding with respect to the Mortgage Pool at the close of business on the related Determination Date and the aggregate amount of any interest accrued and payable to the Master Servicer, the Trustee or the Fiscal Agent in respect of such unreimbursed P&I Advances in accordance with Section 4.03(d) or 4.03A(d) as of the close of business on such Determination Date and (B) the aggregate amount of unreimbursed Servicing Advances that had been outstanding with respect to the Mortgage Pool as of the close of business on the related Determination Date and the aggregate amount of interest accrued and payable to the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent in respect of such unreimbursed Servicing Advances in accordance with Section 3.12(b) as of the close of business on such related Determination Date; (viii) the aggregate unpaid principal balance of the Mortgage Pool outstanding as of the close of business on the related Determination Date and the aggregate Stated Principal Balance of the Mortgage Pool outstanding immediately before and immediately after such Distribution Date; (ix) the number, aggregate unpaid principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Loans (other than REO Loans) as of the close of business on the related Determination Date; (x) the number, aggregate unpaid principal balance (as of the close of business on the related Determination Date and aggregate Stated Principal Balance (immediately after such Distribution Date) of Mortgage Loans (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C) delinquent 90 or more days, (D) as to which foreclosure proceedings have been commenced, and (E) as to which, to the knowledge of the Master Servicer or the Special Servicer, as applicable, bankruptcy proceedings have commenced in respect of the related Mortgagor; (xi) as to each Mortgage Loan referred to in the preceding clause (x) above, (A) the loan number thereof, (B) the Stated Principal Balance thereof immediately following such Distribution Date and (C) whether the delinquency is in respect of its Balloon Payment; (xii) with respect to any Mortgage Loan as to which a Liquidation Event occurred during the related Collection Period (other than a payment in full), (A) the loan number thereof, (B) the nature of the Liquidation Event and, in the case of a Final Recovery Determination, a brief description of the basis for such Final Recovery Determination, (C) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (D) the amount of any Realized Loss in connection with such Liquidation Event; (xiii) with respect to any REO Property that was included in the Trust Fund as of the close of business on the related Determination Date, the loan number of the related Mortgage Loan, the book value of such REO Property and the amount of REO Revenues and other amounts, if any, received with respect to such REO Property during the related Collection Period (separately identifying the portion thereof allocable to distributions on the Certificates) and, if available, the Appraised Value of such REO Property as expressed in the most recent appraisal thereof and the date of such appraisal; (xiv) with respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property during the related Collection Period, the loan number of such Mortgage Loan and the Stated Principal Balance of such Mortgage Loan as of the related Acquisition Date; (xv) with respect to any REO Property included in the Trust Fund as to which a Final Recovery Determination was made during the related Collection Period, (A) the loan number of the related Mortgage Loan, (B) a brief description of the basis for the Final Recovery Determination, (C) the aggregate of all Liquidation Proceeds and other amounts received with respect to such REO Property during the related Collection Period (separately identifying the portion thereof allocable to distributions on the Certificates), (D) the amount of any Realized Loss in respect of the related REO Loan in connection with such Final Recovery Determination and (E), if available, the Appraised Value of such REO Property as expressed in the most recent appraisal thereof and the date of such appraisal; (xvi) the Distributable Certificate Interest and Accrued Certificate Interest in respect of each Class of Regular Interest Certificates for such Distribution Date or the related Interest Accrual Period, as applicable; (xvii) any unpaid Distributable Certificate Interest in respect of each Class of Regular Interest Certificates after giving effect to the distributions made on such Distribution Date, and if the full amount of the Principal Distribution Amount was not distributed on such Distribution Date, the portion of the shortfall affecting each Class of Principal Balance Certificates; (xviii) the Pass-Through Rate for each Class of Regular Interest Certificates for such Distribution Date; (xix) the Principal Distribution Amount for such Distribution Date (and, in the case of any Principal Prepayment or other unscheduled collection of principal received during the related Collection Period, the loan number for the related Mortgage Loan and the amount of such prepayment or other collection of principal); (xx) the aggregate of all Realized Losses incurred during the related Collection Period and from the Closing Date and all Additional Trust Fund Expenses (with a description thereof) incurred during the related Collection Period and from the Closing Date; (xxi) the aggregate of all Realized Losses and Additional Trust Fund Expenses that remain unallocated immediately following such Distribution Date; (xxii) the Class Principal Balance of each Class of Principal Balance Certificates and the Notional Amount of each Class of the Class X Certificates, outstanding immediately before and immediately after such Distribution Date, separately identifying any reduction therein due to the allocation of Realized Losses and Additional Trust Fund Expenses on such Distribution Date; (xxiii) the Certificate Factor for each Class of Regular Interest Certificates immediately following such Distribution Date; (xxiv) the aggregate amount of any interest on Advances in respect of the Mortgage Pool paid to the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent during the related Collection Period in accordance with Section 3.12(b), Section 4.03(d) and/or Section 4.03A(d); (xxv) (A) the loan number for each Required Appraisal Loan and any related Appraisal Reduction Amount (including an itemized calculation thereof) as of the related Determination Date and (B) the aggregate Appraisal Reduction Amount for all Required Appraisal Loans as of the related Determination Date; (xxvi) on a cumulative basis from the Cut-off Date, the number, aggregate Stated Principal Balance immediately after such Distribution Date (in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date Balance (in the case of subclauses (C) and (D)), weighted average extension period (except in the case of subclause (B) and which shall be zero in the case of subclause (C)), and weighted average anticipated extension period (in the case of subclause (B)) of Mortgage Loans (A) as to which the maturity dates have been extended, (B) as to which the maturity dates are in the process of being extended, (C) that have paid off and were never extended, (D) as to which the maturity dates had previously been extended and have paid off and (E) as to which the maturity dates had been previously extended and are in the process of being further extended; (xxvii) the original and then current credit support levels for each Class of Regular Interest Certificates; (xxviii) the original and then current ratings, if any, for each Class of Regular Interest Certificates; (xxix) the aggregate amount of Prepayment Premiums and Yield Maintenance Charges collected (A) during the related Collection Period and (B) since the Closing Date; (xxx) (A) the aggregate amount of servicing compensation in respect of the Mortgage Pool (separately identifying the amount of each category of compensation) paid to the Master Servicer, the Special Servicer and, if payable directly out of the Trust Fund without a reduction in the servicing compensation otherwise payable to the Master Servicer or the Special Servicer, to each Sub-Servicer, during the related Collection Period, and (B) such other information as the Trustee is required by the Code or other applicable law to furnish to enable Certificateholders to prepare their tax returns; and (xxxi) the amounts, if any, actually distributed with respect to the Class R-I and Class R-II Certificates on such Distribution Date. In the case of information to be furnished pursuant to clauses (i) through (iv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per Single Certificate. In the case of information provided to the Trustee as a basis for information to be furnished pursuant to clauses (vi) through (xv), (xix), (xx), (xxiv), (xxv), (xxvi), (xxix) and (xxx) above, insofar as the underlying information is solely within the control of the Special Servicer or the Master Servicer, the Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer or the Master Servicer. The Trustee shall forward electronically a copy of each Distribution Date Statement to the Depository. The Trustee shall make available each month, to Certificateholders, Certificate Owners, the Underwriters, the Rating Agencies, the Controlling Class Directing Holder, any party hereto or any Person identified by any Certificateholder or Certificate Owner as a prospective transferee, via the Trustee's internet website, all Certificateholder Reports and any additional files containing substantially similar information in an alternative format and, with the consent or at the direction of the Depositor, such other information regarding the Certificates and/or the Mortgage Loans as the Trustee may have in its possession. The Trustee will make no representations or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor. The Trustee's internet website shall initially be located at www.etrustee.net or at such other address as shall be specified by the Trustee from time to time in the Distribution Date Statement and in one or more written notices delivered to the other parties hereto, the Controlling Class Directing Holder (if any), the Certificateholders and the Rating Agencies. In connection with providing access to the Trustee's internet website, the Trustee may require the acceptance of a disclaimer. The Trustee shall not be liable for the dissemination of information in accordance with this Agreement. The Master Servicer may, but is not required to, make available each month, to Certificateholders, Certificate Owners (that have been confirmed as such by the Trustee), the Controlling Class Directing Holder, the Underwriters, the Rating Agencies or any party hereto, the Certificateholder Reports in its possession, on its internet website. The Master Servicer will make no representations or warranties as to the accuracy or completeness of any report not prepared by it and will assume no responsibility for any information for which it is not the original source. The Master Servicer's internet website shall initially be located at "www.gmaccm.com" or at such other address as shall be specified by the Master Servicer from time to time in one or more written notices delivered to the other parties hereto, the Controlling Class Directing Holder (if any), the Certificateholders and the Rating Agencies. In connection with providing access to the Master Servicer's internet website, the Master Servicer may require, without limitation, the acceptance of a disclaimer, registration and a confidentiality agreement. The Master Servicer shall not be liable for the dissemination of information to Certificateholders and Certificate Owners in accordance with this Agreement. Absent manifest error of which it has actual knowledge, none of the Master Servicer, the Special Servicer or the Trustee shall be responsible for the accuracy or completeness of any information supplied to it by a Mortgagor, the Depositor (including information in the Prospectus Supplement), any Mortgage Loan Seller or third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer, the Special Servicer or the Trustee, as applicable, pursuant to this Agreement. None of the Trustee, the Master Servicer or the Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Mortgagor, any Mortgage Loan Seller, a third party or each other. Within a reasonable period of time after the end of each calendar year the Trustee shall send to each Person who at any time during the calendar year was a Certificateholder of record, a report summarizing on an annual basis (if appropriate) the items relating to distributions of interest (including Prepayment Premiums and Yield Maintenance Charges) and principal to Certificateholders during such calendar year set forth in the Distribution Date Statements and such other information as may be required to enable such Certificateholders to prepare their federal income tax returns. Such information shall include the amount of original issue discount accrued on each Class of Certificates and information regarding the expenses of the Trust Fund. Such requirement shall be deemed to be satisfied to the extent such information is provided pursuant to applicable requirements of the Code from time to time in force. Upon receipt of notice from the Depositor that the Underwriters have sold the Non-Registered Certificates to unaffiliated third parties, the Trustee shall make available electronically or, if so requested, forward by hard copy, on each Distribution Date, to (i) the Trepp Group (at 477 Madison Avenue, 18th Floor, New York, New York 10022 or such other address as the Trepp Group may designate), (ii) Intex Solutions, Inc. (at 35 Highland Circle, Needham, Massachusetts 02194, or such other address as Intex Solutions, Inc. may hereafter designate), (iii) Charter Research Corporation (at 262 Washington Street, Boston, Massachusetts 02108, or such other address as Charter Research Corporation may hereafter designate), and (iv) any other similar third party information provider, a copy of the reports made available to the Holders of the Certificates on such Distribution Date as described above. Upon written request of the Depositor or any Underwriter, without payment of any fee, and upon written request of any Certificateholders or any other Person, together with payment of a reasonable fee specified by the Trustee, the Trustee shall provide any statements, reports and/or information contemplated by this Section 4.02(a) electronically to such party (such electronic distribution and such statements, reports, and/or information thereon to bear such appropriate disclaimers and qualifications as the Depositor and the Trustee shall determine in their reasonable discretion). If any Certificate Owner does not receive through the Depository or any of its Depository Participants any of the statements, reports and/or other written information described above in this Section 4.02(a) that it would otherwise be entitled to receive if it were the Holder of a Definitive Certificate evidencing its ownership interest in the related Class of Book-Entry Certificates, then the Trustee shall forward such statements, reports and/or other written information to such Certificate Owner as provided above, upon the request of such Certificate Owner made in writing to the Corporate Trust Office (accompanied by current verification of such Certificate Owner's ownership interest). Such portion of such information as may be agreed upon by the Depositor and the Trustee shall be furnished to any such Person via overnight courier delivery or telecopy from the Trustee; provided that the cost of such overnight courier delivery or telecopy shall be an expense of the party requesting such information. The Trustee shall only be obligated to deliver the statements, reports and information contemplated by this Section 4.02(a) to the extent it receives, in the format required by this Agreement, the necessary underlying information from the Master Servicer or the Special Servicer, as applicable, and shall not be liable for any failure to deliver any thereof on the prescribed due dates, to the extent caused by failure to receive timely such underlying information. Nothing herein shall obligate the Trustee, the Master Servicer or the Special Servicer to violate any applicable law prohibiting disclosure of information with respect to any Mortgagor and the failure of the Trustee, Master Servicer or the Special Servicer to disseminate information for such reason shall not be a breach hereof. The information to be furnished by the Trustee to the Certificateholders pursuant to Sections 4.02(a) and (b) shall not limit the Trustee in furnishing any such information to other Persons to whom it determines such disclosure to be appropriate and shall not limit the Trustee in furnishing to Certificateholders or to any Person any other information with respect to the Mortgage Loans, the Mortgaged Properties or the Trust Fund as may be provided to it by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation or other manner from time to time (such information, other than as described in Sections 4.02(a) and (b), is referred to herein as "Additional Information") as it may reasonably deem necessary or appropriate from time to time, provided that (A) the Trustee shall give the Depositor three Business Days' advance notice before doing so, (B) any such Additional Information shall only be furnished with the consent or at the request of the Depositor (except pursuant to clause (E) below), (C) the Trustee shall be entitled to indicate the source of all information furnished by it, and the Trustee may affix thereto any disclaimer it deems appropriate in its reasonable discretion, (D) the Trustee shall notify Certificateholders of the availability of any such information in any manner as it, in its sole discretion, may determine, and (E) this provision shall not prevent the Trustee, whether with or without the consent of the Depositor, from furnishing information with respect to the Trust Fund and its administration thereof to any Person, if it reasonably determines that the furnishing of such information is required by applicable law. The Trustee shall forward to the Depositor any requests for Additional Information which, for their fulfillment, require the consent of the Depositor. Nothing herein shall be construed to impose upon the Trustee any obligation or duty to furnish or distribute any Additional Information to any Person in any instance. (b) Not later than 1:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee, and upon request, the Trustee shall make available on such Distribution Date to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Mortgage Loans and any successor REO Mortgage Loans (including, without limitation, the Available Distribution Amount, the Sub-Pool 1 Available Distribution Amount and the Sub-Pool 2 Available Distribution Amount) as of the related Determination Date. In the performance of its obligations set forth in Section 4.06 and its other duties hereunder, the Trustee may conclusively rely on the CMSA Loan Periodic Update File provided to it by the Master Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer. In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 4.02(b), insofar as such information is solely within the control of the Special Servicer, the Master Servicer shall have no obligation to provide such information until it has received such information from the Special Servicer, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the Special Servicer's failure to timely provide any report required under this Agreement and may, absent actual knowledge of an error therein, conclusively rely on the reports to be provided by the Special Servicer. The Master Servicer may conclusively rely on any information provided by the Depositor or any Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File. Section 4.03 P&I Advances. (a) On or before 2:00 p.m., New York City time, on each Master Servicer Remittance Date, the Master Servicer shall, subject to Section 4.03(c) below, satisfy its obligations to make any required P&I Advances with respect to the related Distribution Date in respect of the Mortgage Pool (other than the Loan Group Trust Mortgage Loans or any successor REO Mortgage Loans with respect thereto), first, by transferring to the Trustee for deposit in the Distribution Account amounts then held in the Pool Custodial Account for future distribution to Certificateholders in subsequent months in discharge of such obligations, and second, by remitting its own funds to the Trustee for deposit in a Distribution Account in an amount equal to the remaining portion of such required P&I Advances. Any amounts held in the Pool Custodial Account for future distribution and so used to make P&I Advances shall be appropriately reflected in the Master Servicer's records and replaced by the Master Servicer by deposit in the Pool Custodial Account on or before the next succeeding Determination Date (to the extent not previously replaced through the deposit of Late Collections of the delinquent principal and interest in respect of which such P&I Advances were made). If, as of 4:00 p.m., New York City time, on any Master Servicer Remittance Date, the Master Servicer shall not have made any P&I Advance required to be made on such date pursuant to this Section 4.03(a) (and shall not have delivered to the Trustee the requisite Officer's Certificate and documentation related to a determination of nonrecoverability of a P&I Advance), then the Trustee shall provide notice of such failure to a Servicing Officer of the Master Servicer by facsimile transmission sent to telecopy no. (215) 328-3478 (or such alternative number provided by the Master Servicer to the Trustee in writing) and by telephone at telephone no. (215) 328-1258 (or such alternative number provided by the Master Servicer to the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such Master Servicer Remittance Date. If after such notice by facsimile, the Trustee does not receive the full amount of such P&I Advances by 11:00 a.m., New York City time, on the related Distribution Date, then the Trustee (or the Fiscal Agent on its behalf) shall make the portion of such P&I Advances that was required to be, but was not, made by the Master Servicer on such Master Servicer Remittance Date. If the Trustee fails to make any such P&I Advance on the related Distribution Date, but the Fiscal Agent makes such P&I Advance on such date, then the Trustee shall be deemed not to be in default hereunder. (b) The aggregate amount of P&I Advances to be made by the Master Servicer, the Trustee or the Fiscal Agent, as the case may be, pursuant to the first paragraph of Section 4.03(a) in respect of any Distribution Date shall, subject to Section 4.03(c) below, equal the aggregate of all Monthly Payments (other than Balloon Payments) and any Assumed Monthly Payments (except with respect to any Serviced Companion Loan), in each case net of related Master Servicing Fees and any related Workout Fees, due or deemed due, as the case may be, in respect of the Mortgage Loans (including Balloon Mortgage Loans delinquent as to their respective Balloon Payments) and any REO Mortgage Loans in the Mortgage Pool (exclusive of the Loan Group Trust Mortgage Loans or any successor REO Mortgage Loans with respect thereto) on their respective Due Dates during the related Collection Period, in each case to the extent such amount was not paid by or on behalf of the related Mortgagor or otherwise collected (including as net income from REO Properties) as of the close of business on the related Determination Date; provided that if it is determined that an Appraisal Reduction Amount exists with respect to any such Mortgage Loan or REO Mortgage Loan, then, in the event of subsequent delinquencies thereon, the amount of each P&I Advance, if any, required to be made in respect of such Mortgage Loan or REO Mortgage Loan, as the case may be, during the period that such Appraisal Reduction Amount continues to exist, shall be reduced to equal the product of (x) the amount of the subject P&I Advance that would otherwise be required without regard to this proviso, multiplied by (y) a fraction, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, net of such Appraisal Reduction Amount, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may be. (c) Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made under this Section 4.03 if such P&I Advance would, if made, constitute a Nonrecoverable Advance, as determined by the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent. The determination by the Master Servicer or Special Servicer that a P&I Advance has become a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.03, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer's Certificate delivered to the Trustee, the Special Servicer (in the case of a determination made by the Master Servicer), the Master Servicer (in the case of a determination made by the Special Servicer), the Fiscal Agent and the Depositor on or before the related Master Servicer Remittance Date, setting forth the basis for such determination, together with any other information that supports such determination, including any appraisal (which appraisal shall have been conducted by an Independent Appraiser within the 12-month period preceding such determination in accordance with the standards of the Appraisal Institute taking into account the factors specified in Section 3.19), related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Properties (to the extent available and/or in the Master Servicer's or the Special Servicer's possession), engineers' reports, environmental surveys and any similar reports that the Master Servicer or Special Servicer may have obtained consistent with the Servicing Standard and at the expense of the Trust Fund, that support such determination by the Master Servicer or Special Servicer. If, in connection with the foregoing, it is necessary for the Master Servicer to obtain an appraisal, the Master Servicer shall so notify the Special Servicer and consult with the Special Servicer regarding such appraisal. The cost of an appraisal shall be paid by the Trust as an Additional Trust Fund Expense. The Trustee and the Fiscal Agent shall be entitled to rely, conclusively, on any determination by the Master Servicer or the Special Servicer that a P&I Advance, if made, would be a Nonrecoverable P&I Advance; provided, however, that if the Master Servicer has failed to make a P&I Advance for reasons other than a determination by the Master Servicer or Special Servicer that such P&I Advance would be Nonrecoverable P&I Advance, the Trustee or Fiscal Agent shall make such Advance within the time periods required by Section 4.03(a) unless the Trustee or the Fiscal Agent, in its good faith, reasonable discretion, makes a determination prior to the times specified in Section 4.03(a) that such P&I Advance would be a Nonrecoverable P&I Advance. If the Special Servicer determines that a P&I Advance would be a Nonrecoverable Advance or that a P&I Advance previously made is a Nonrecoverable Advance, the Special Servicer shall report its determination to the Master Servicer and the Master Servicer shall be entitled to conclusively rely on such determination, provided that in the absence of a notice of a determination of nonrecoverability by the Special Servicer to the Master Servicer, the Master Servicer shall be entitled to make its own determination that such P&I Advance is a Nonrecoverable Advance. In addition, the Master Servicer and Special Servicer shall consider Workout-Delayed Reimbursement Amounts in respect of prior P&I Advances on the applicable Mortgage Loan that have not been repaid by the related Mortgagor for the purposes of nonrecoverability determinations as if such amounts were unreimbursed P&I Advances. (d) The Master Servicer, the Trustee and the Fiscal Agent shall each be entitled to receive interest at the Reimbursement Rate in effect from time to time, compounded annually, accrued on the amount of each P&I Advance made thereby under this Section 4.03 (with its own funds) for so long as such P&I Advance is outstanding; provided that, if the grace period for the delinquent Monthly Payment as to which a P&I Advance was made under this Section has not elapsed as of the time such P&I Advance was made, then the total interest so accrued on such P&I Advance prior to the expiration of such grace period, shall not exceed the amount of Default Charges, if any, collected in connection with the late payment of such delinquent Monthly Payment; and provided, further that, in no event shall interest so accrue on any P&I Advance as to which the corresponding Late Collection was received by the Master Servicer or a Sub-Servicer on its behalf as of the related Master Servicer Remittance Date. Interest so accrued on any P&I Advance made under this Section shall be payable in accordance with the terms of Section 3.05 and Section 3.05A. Section 4.03A. P&I Advances on the Loan Group Trust Mortgage Loans. (a) With respect to the P&I Advances and the Loan Groups, the Master Servicer shall make P&I Advances with respect to the related Loan Group Trust Mortgage Loans, but will not make P&I Advances with respect to the related Companion Loans. The Master Servicer shall, subject to Section 4.03A(c) below, satisfy its obligations to make any required P&I Advance on each Master Servicer Remittance Date in respect of the Loan Group Trust Mortgage Loans, by depositing into the related Loan Group Custodial Account (or in the case of any Loan Group Trust Mortgage Loan that is not a Serviced Loan, by depositing in the Pool Custodial Account), out of amounts held in such Custodial Account for future distribution (subject to replacement of such amounts by the following Master Servicer Remittance Date) and, if such amounts are insufficient, then out of its own funds, the amount of such P&I Advance required to be made. P&I Advances with respect to any Loan Group Trust Mortgage Loan shall be made no later than 2:00 p.m., New York City time, on each Master Servicer Remittance Date. If, as of 4:00 p.m., New York City time, on any Master Servicer Remittance Date, the Master Servicer shall not have made any P&I Advance required to be made on such date pursuant to this Section 4.03A(a) in respect of the Loan Group Trust Mortgage Loans (and the Master Servicer shall not have delivered to the Trustee the requisite Officer's Certificate and documentation related to a determination of nonrecoverability of a P&I Advance), then the Trustee shall provide notice of such failure to a Servicing Officer of the Master Servicer by facsimile transmission sent to telecopy no. (215) 328-3478 (or such alternative number provided by the Master Servicer to the Trustee in writing) and by telephone at telephone no. (215) 328-1258 (or such alternative number provided by the Master Servicer to the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such Master Servicer Remittance Date. If after such notice, the Trustee does not receive the full amount of such P&I Advance(s) by 11:00 a.m., New York City time, on the related Distribution Date, then the Trustee (or the Fiscal Agent on its behalf) shall make the portion of such P&I Advances that was required to be, but was not, made by the Master Servicer in respect of the Loan Group Trust Mortgage Loans or any successor REO Mortgage Loans with respect thereto on the preceding Master Servicer Remittance Date. If the Trustee fails to make any such P&I Advance on the related Distribution Date, but the Fiscal Agent makes such P&I Advance on such date, then the Trustee shall be deemed not to be in default hereunder. (b) The aggregate amount of P&I Advances to be made by the Master Servicer, the Trustee or the Fiscal Agent, as the case may be, pursuant to the first paragraph of Section 4.03A(a) in respect of any Distribution Date shall, subject to Section 4.03A(c) below, equal the aggregate of all Monthly Payments (other than Balloon Payments) and any Assumed Monthly Payments, in each case net of related Master Servicing Fees (and net of any servicing fees due to any related Lead Master Servicer or Subsequent Master Servicer) and any related Workout Fees, due or deemed due, as the case may be, in respect of the Loan Group Trust Mortgage Loans (including Balloon Loans delinquent as to their respective Balloon Payments) and any successor REO Loans to such Loans on their respective Due Dates during the related Collection Period, in each case, to the extent such amount was not paid by or on behalf of the related Mortgagor or otherwise collected (including as net income from REO Properties) as of the close of business on the related Determination Date; provided that if it is determined that an Appraisal Reduction Amount exists with respect to any such Loan Group or REO Loan, then, in the event of subsequent delinquencies thereon, the amount of each P&I Advance, if any, required to be made in respect of such Loan Group or REO Loan, as the case may be, during the period that such Appraisal Reduction Amount continues to exist, shall be reduced to equal the product of (x) the amount of the subject P&I Advance that would otherwise be required without regard to this proviso, multiplied by (y) a fraction, the numerator of which is equal to the Stated Principal Balance of the Loan Group Trust Mortgage Loan(s) net of the portion of the applicable Appraisal Reduction Amount allocated to such Loan Group Trust Mortgage Loan(s), and the denominator of which is equal to the Stated Principal Balance of such Loan Group Trust Mortgage Loan(s) (or related Mortgage Loan or REO Mortgage Loan) or, with respect to any Non-Serviced Trust Loan, without regard to the balances of the related Pari Passu Companion Loans if the Lead Master Servicer has performed such calculations and reported the Appraisal Reduction Amount to the Master Servicer. For purposes of the preceding sentence Appraisal Reduction Amounts with respect to a Loan Group shall be applied first to the related Subordinate Companion Loan, if any, until its balance is reduced to zero and then to the related Loan Group Trust Mortgage Loan and, if applicable, the related Pari Passu Companion Loan(s) pro rata, based on their respective outstanding principal balances (and, in the case of a Non-Serviced Loan Group, to the extent the applicable Lead Master Servicer has not notified the Master Servicer that it previously applied such amounts). With respect to P&I Advances and the Non-Serviced Trust Loans, the Master Servicer, the Trustee and the Fiscal Agent shall be entitled to rely on the "appraisal reduction amount" calculated by the applicable Lead Special Servicer or the applicable Lead Master Servicer in accordance with the terms of the applicable Lead PSA. (c) Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made under this Section 4.03A with respect to Loan Group Trust Mortgage Loans, or related REO Loans if such P&I Advance would if made, constitute a Nonrecoverable P&I Advance, as determined by the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent. The determination by the Master Servicer or Special Servicer that a P&I Advance has become a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.03A with respect to any Loan Group Trust Mortgage Loan, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer's Certificate delivered to any Lead Master Servicer, any Lead Special Servicer, the Trustee, the Special Servicer (in the case of a determination made by the Master Servicer), the Master Servicer (in the case of a determination made by the Special Servicer) on or prior to the next Master Servicer Remittance Date and to the Companion Loan Noteholders (and the related Subsequent Master Servicer, if applicable) for such Serviced Pari Passu Companion Loan and Lead Master Servicer, any Lead Special Servicer for a Non-Serviced Trust Loan within two Business Days after such determination was made, setting forth the basis for such determination, together with any other information that supports such determination, including except with respect to any Non-Serviced Trust Loan, any appraisal (which appraisal shall be an expense payable out of the related Loan Group Custodial Account or, if funds therein are insufficient therefor or in the case of a Non-Serviced Trust Loan, from the Pool Custodial Account) and shall have been conducted by an Independent Appraiser in accordance with the standards of the Appraisal Institute, within the twelve months preceding such determination of nonrecoverability), Mortgagor operating statements and financial statements, budgets and rent rolls of the Mortgaged Property (to the extent available and/or in the Master Servicer's or the Special Servicer's possession), engineers' reports, environmental surveys and any similar reports that the Master Servicer or Special Servicer may have obtained consistent with the Servicing Standard and that support such determination by the Master Servicer or Special Servicer. If, in connection with the foregoing, it is necessary for the Master Servicer to obtain an appraisal, the Master Servicer shall so notify the Special Servicer and consult with the Special Servicer regarding such appraisal. The Trustee and the Fiscal Agent shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a P&I Advance to be made in respect of the Loan Group Trust Mortgage Loans or any successor REO Mortgage Loans with respect thereto, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has failed to make such a P&I Advance with respect to the Loan Group Trust Mortgage Loans or any successor REO Mortgage Loan for reasons other than a determination by the Master Servicer or Special Servicer that such P&I Advance would be Nonrecoverable Advance, the Trustee or Fiscal Agent shall make such Advance within the time periods required by Section 4.03A(a) unless the Trustee or the Fiscal Agent, in its good faith, reasonable discretion, makes a determination prior to the times specified in Section 4.03A(a) that such P&I Advance would be a Nonrecoverable P&I Advance. If the Special Servicer determines that a P&I Advance would be a Nonrecoverable Advance or that a P&I Advance previously made is a Nonrecoverable Advance, the Special Servicer shall report such determination to the Master Servicer and the Master Servicer shall be entitled to conclusively rely on such determination. In addition, the Master Servicer and Special Servicer shall consider Workout-Delayed Reimbursement Amounts in respect of prior P&I Advances on the applicable Loan that have not been repaid by the related Mortgagor for the purposes of nonrecoverability determinations as if such amounts were unreimbursed P&I Advances. (d) The Master Servicer, the Trustee and the Fiscal Agent shall be entitled to receive interest at the Reimbursement Rate in effect from time to time, compounded annually, accrued on the amount of each P&I Advance made thereby in respect of a Loan Group Trust Mortgage Loan or related REO Loans under this Section 4.03A (with its own funds) for so long as such P&I Advance is outstanding; provided that, if the grace period for the delinquent Monthly Payment as to which a P&I Advance was made under this Section 4.03A has not elapsed as of the time such P&I Advance was made, then the total interest so accrued on such P&I Advance prior to the expiration of such grace period, shall not exceed the amount of Default Charges, if any, collected in connection with the late payment of such delinquent Monthly Payment; and provided, further, that in no event shall interest so accrue on any P&I Advance in respect of a Loan Group Trust Mortgage Loan or related REO Loan as to which the corresponding Late Collection was received by the Master Servicer or a Sub-Servicer on its behalf as of the Master Servicer Remittance Date on which such P&I Advance was made. Interest so accrued on any P&I Advance made under this Section shall be payable in accordance with the terms of Section 3.05 and 3.05A. (e) With respect to any Non-Serviced Loan Group, if (1) the related Lead Master Servicer has determined that a proposed P&I Advance (as defined in the Lead PSA) with respect to the Non-Serviced Trust Loan or any related Pari Passu Companion Loan, if made, or any outstanding P&I advance previously made, would be, or is, as applicable, a "nonrecoverable advance," and the related Lead Master Servicer has provided written notice of such determination to the Master Servicer, or (2) if the Master Servicer has determined that a P&I Advance with respect to the Non-Serviced Trust Loan would be a Nonrecoverable P&I Advance, then none of the Master Servicer, the Trustee or the Fiscal Agent shall make any additional P&I Advance with respect to the Non-Serviced Trust Loan until the Master Servicer has consulted with the Lead Master Servicer and they agree that circumstances with respect to such Loans have changed such that a proposed future P&I Advance would not be a "nonrecoverable advance." With respect to each Non-Serviced Trust Loan, if the Master Servicer has determined that a proposed P&I Advance with respect to such Loan, would be a Nonrecoverable Advance, the Master Servicer shall provide the applicable Lead Master Servicer and any applicable Subsequent Master Servicer written notice of such determination within two Business Days after such determination was made. If the Trustee or the Master Servicer has received notice from Moody's or S&P that the Master Servicer no longer has Moody's Approval or is no longer on the S&P list of approved master servicers, then the Trustee or Master Servicer shall promptly notify the others and the applicable Lead Master Servicer or Subsequent Master Servicer of the same. If the Master Servicer has received notice that a Lead Master Servicer or a Subsequent Master Servicer no longer has Moody's Approval or is no longer on the S&P list of approved master servicers, then the Master Servicer shall not be required to abide by any determination of nonrecoverability by such Lead Master Servicer or Subsequent Master Servicer. For the purpose of this Section 4.03A(f), "Moody's Approval" means that a master servicer (1) is acting as master servicer in a commercial mortgage loan securitization that was rated by Moody's within the twelve month period prior to the date of determination, and Moody's has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master servicer as master servicer of such commercial mortgage securities as the cause for such downgrade, withdrawal or watch, or (2) is approved by Moody's. Section 4.04 Allocation of Realized Losses and Additional Trust Fund Expenses. (a) On each Distribution Date, following the distributions to Certificateholders to be made on such date pursuant to Section 4.01, the Trustee shall determine the amount, if any, by which (i) the then aggregate of the Class Principal Balances of all the Classes of Principal Balance Certificates exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Distribution Date. If such excess does exist, then the Class Principal Balances of the Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class C and Class B Certificates shall be reduced sequentially, in that order, in each case, until such excess or the related Class Principal Balance is reduced to zero (whichever occurs first). If, after the foregoing reductions, the amount described in clause (i) of the second preceding sentence still exceeds the amount described in clause (ii) of such sentence, then the respective Class Principal Balances of all the outstanding Classes of the Class A Certificates shall be reduced on a pro rata basis in accordance with the relative sizes of such Class Principal Balances, until any such remaining excess is reduced to zero. All such reductions in the Class Principal Balances of the respective Classes of the Principal Balance Certificates shall constitute allocations of Realized Losses and Additional Trust Fund Expenses. (b) On each Distribution Date, following the deemed distributions of principal or in reimbursement of previously allocated Realized Losses and Additional Trust Fund Expenses made in respect of the Uncertificated Lower-Tier Interests pursuant to Section 4.01(i), the Uncertificated Principal Balance (or aggregate Uncertificated Principal Balance with respect to the Uncertificated Lower-Tier Interests corresponding to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class D, Class E, Class F, Class G, Class H and Class K Certificates) of the Corresponding Uncertificated Lower-Tier Interests (after taking account of such deemed distributions) shall be reduced as a result of Realized Losses and Additional Trust Fund Expenses to equal the Class Principal Balance of the Class of Corresponding Certificates that will be outstanding immediately following such Distribution Date; provided, that Realized Losses and Additional Trust Fund Expenses shall be allocated: (i) with respect to the Class K Certificates, first, in respect of the Class LK-1 Interest; and second, in respect of the Class LK-2 Interest; in each case until their respective Uncertificated Principal Balances are reduced to zero; (ii) with respect to the Class H Certificates, first, in respect of the Class LH-1 Interest; and second, in respect of the Class LH-2 Interest; in each case until their respective Uncertificated Principal Balances are reduced to zero; (iii) with respect to the Class G Certificates, first, in respect of the Class LG-1 Interest; and second, in respect of the Class LG-2 Interest; in each case until their respective Uncertificated Principal Balances are reduced to zero; (iv) with respect to the Class F Certificates, first, in respect of the Class LF-1 Interest; second, in respect of the Class LF-2 Interest; and third, in respect of the Class LF-3 Interest; in each case until their respective Uncertificated Principal Balances are reduced to zero; (v) with respect to the Class E Certificates, first, in respect of the Class LE-1 Interest; and second, in respect of the Class LE-2 Interest; in each case until their respective Uncertificated Principal Balances are reduced to zero; (vi) with respect to the Class D Certificates, first, in respect of the Class LD-1 Interest; second, in respect of the Class LD-2 Interest; third, in respect of the Class LD-3 Interest; fourth, in respect of the Class LD-4 Interest; and fifth, in respect of the Class LD-5 Interest; in each case until their respective Uncertificated Principal Balances are reduced to zero; (vii) with respect to the Class A-1-A Certificates, first, in respect of the Class LA-1-A-1 Interest; second, in respect of the Class LA-1-A-2 Interest; third, in respect of the Class LA-1-A-3 Interest; fourth, in respect of the Class LA-1-A-4 Interest; fifth, in respect of the Class LA-1-A-5 Interest; sixth, in respect of the Class LA-1-A-6 Interest; seventh, in respect of the Class LA-1-A-7 Interest; eighth, in respect of the Class LA-1-A-8 Interest; ninth, in respect of the Class LA-1-A-9 Interest; tenth, in respect of the Class LA-1-A-10 Interest; eleventh, in respect of the Class LA-1-A-11 Interest; twelfth, in respect of the Class LA-1-A-12 Interest; and thirteenth, in respect of the Class LA-1-A-13 Interest; in each case until their respective Uncertificated Principal Balances are reduced to zero; (viii) with respect to the Class A-4 Certificates, first, in respect of the Class LA-4-1 Interest; and second, in respect of the Class LA-4-2 Interest; in each case until their respective Uncertificated Principal Balances are reduced to zero; (ix) with respect to the Class A-AB Certificates, first, in respect of the Class LA-AB-1 Interest; second, in respect of the Class LA-AB-2 Interest; third, in respect of the Class LA-AB-3 Interest; fourth, in respect of the Class LA-AB-4 Interest; and fifth, in respect of the Class LA-AB-5 Interest; in each case until their respective Uncertificated Principal Balances are reduced to zero; (x) with respect to the Class A-3 Certificates, first, in respect of the Class LA-3-1 Interest; second, in respect of the Class LA-3-2 Interest; third, in respect of the Class LA-3-3 Interest; fourth, in respect of the Class LA-3-4 Interest; and fifth, in respect of the Class LA-3-5 Interest; in each case, until their respective Uncertificated Principal Balances are reduced to zero; (xi) with respect to the Class A-2 Certificates, first, in respect of the Class LA-2-1 Interest; second, in respect of the Class LA-2-2 Interest; third, in respect of the Class LA-2-3 Interest; fourth, in respect of the Class LA-2-4 Interest; fifth, in respect of the Class LA-2-5 Interest; sixth, in respect of the Class LA-2-6 Interest and seventh, in respect of the Class LA-2-7 Interest, in each case, until their respective Uncertificated Principal Balances are reduced to zero; and (xii) with respect to the Class A-1 Certificates, first, in respect of the Class LA-1-1 Interest; and second, in respect of the Class LA-1-2 Interest; in each case until their respective Uncertificated Principal Balances are reduced to zero. Section 4.05 Various Reinstatement Amounts. (a) On each Distribution Date, following the distributions to Certificateholders to be made on such date pursuant to Section 4.01 or 9.01, as applicable, the Trustee shall determine the amount, if any, by which (i) the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Distribution Date, exceeds (ii) the then aggregate of the Class Principal Balances of all the Classes of Principal Balance Certificates. If such an excess does exist, then the Trustee shall allocate the Total Principal Reinstatement Amount, if any, for the subject Distribution Date as follows until it is allocated in full: first, to all of the Classes of Class A Certificates, up to, and on a pro rata basis in accordance with, the respective Loss Reimbursement Amounts, if any, for such Classes of Class A Certificates with respect to the next succeeding Distribution Date; and then to the remaining Classes of Principal Balance Certificates, sequentially in alphabetical order based on the respective Class designations thereof, in each case up to any Loss Reimbursement Amount for such Class of Principal Balance Certificates immediately prior to such Distribution Date. Any portion of the Total Principal Reinstatement Amount for any Distribution Date that is allocated to a particular Class of Principal Balance Certificates shall be: (i) referred to herein as the "Class Principal Reinstatement Amount" in respect of such Class of Principal Balance Certificates for such Distribution Date; and (ii) added to the Class Principal Balance of such Class of Principal Balance Certificates on such Distribution Date. Notwithstanding anything to the contrary contained herein, the parties hereby acknowledge that the reinstatement of all or any portion of the Class Principal Balance of any Class of Principal Balance Certificates on any Distribution Date shall be a result of the collection of Recovered Amounts during the related Collection Period and the upward adjustment of the Adjusted Principal Distribution Amount for such Distribution Date as a result of such Recovered Amounts. (b) In addition, in connection with its reinstatement of all or any portion of the Class Principal Balance of any one or more Classes of Principal Balance Certificates on any Distribution Date pursuant to Section 4.05(a), the Trustee shall calculate the amount of lost Distributable Certificate Interest that would have accrued on the respective Classes of Regular Interest Certificates through and including the end of the Interest Accrual Period for such Distribution Date if no Unfunded Principal Balance Reductions had resulted from the reimbursement out of general collections of principal on the Mortgage Pool of the particular Advances relating to the Recovered Amounts associated with such reinstatement of outstanding principal. Once determined, such lost Distributable Certificate Interest in respect of any particular Class of Regular Interest Certificates shall be reinstated and become due and payable on future Distribution Dates as part of the unpaid Distributable Certificate Interest for such Class of Regular Interest Certificates from prior Distribution Dates. All such reinstated Distributable Certificate Interest in respect of any particular Class of Regular Interest Certificates shall be treated the same as any other unpaid Distributable Certificate Interest in respect of such Class of Regular Interest Certificates. (c) If the Class Principal Balance of any Class of Principal Balance Certificates is increased on any Distribution Date pursuant to Section 4.05(a), then the Lower-Tier Interest Principal Balance of such Class' Corresponding Lower-Tier Regular Interest (or, if applicable, the aggregate Lower-Tier Interest Principal Balance of such Class' Corresponding Lower-Tier Regular Interests) shall be deemed to have first been increased by the exact same amount. In circumstances where there are multiple Corresponding Lower-Tier Regular Interests with respect to a Class of Principal Balance Certificates, the increases in the respective Lower-Tier Interest Principal Balances of such Corresponding Lower-Tier Regular Interests as contemplated by the prior sentence shall be made in the reverse order that reductions are made to such Lower-Tier Interest Principal Balances pursuant to Section 4.04(b), in each case up to the amount of the Loss Reimbursement Amount with respect to the subject Lower-Tier Regular Interest for the next succeeding Distribution Date. The amount of each such increase in the Lower-Tier Interest Principal Balance of a Lower-Tier Regular Interest on any Distribution Date shall be referred to herein as the "Lower-Tier Interest Principal Reinstatement Amount" in respect of such Lower-Tier Regular Interest for such Distribution Date. Section 4.06 Calculations. The Trustee shall, provided it receives the necessary information from the Master Servicer and the Special Servicer, be responsible for performing all calculations necessary in connection with the actual and deemed distributions and allocations to be made pursuant to Section 4.01 and Article IX and the actual and deemed allocations of Realized Losses and Additional Trust Fund Expenses to be made pursuant to Section 4.04. The Trustee shall calculate the Available Distribution Amount for each Distribution Date and shall allocate such amounts among Certificateholders in accordance with this Agreement, and the Trustee shall have no obligation to recompute, recalculate or verify any information provided to it by the Special Servicer or Master Servicer. The calculations by the Trustee of such amounts shall, in the absence of manifest error, be presumptively deemed to be correct for all purposes hereunder. Section 4.07 Use of Agents. The Master Servicer, the Special Servicer or the Trustee may at its own expense utilize agents or attorneys-in-fact in performing any of its obligations under this Article IV (except the obligation to make P&I Advances), but no such utilization shall relieve the Master Servicer, the Special Servicer or the Trustee, as applicable, from any of such obligations, and the Master Servicer, the Special Servicer or the Trustee, as applicable, shall remain responsible for all acts and omissions of any such agent or attorney-in-fact. ARTICLE V THE CERTIFICATES Section 5.01 The Certificates. (a) The Certificates will be substantially in the respective forms attached hereto as Exhibits A-1, A-2, A-3, A-4, A-5 and A-6; provided that any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage. The Certificates will be issuable in registered form only; provided, however, that in accordance with Section 5.03, beneficial ownership interests in the Certificates (other than the Class R-I or Class R-II Certificates) shall initially be held and transferred through the book-entry facilities of the Depository. The Regular Interest Certificates will be issuable only in denominations corresponding to initial Certificate Principal Balances or initial Notional Amount, as the case may be, as of the Closing Date of $25,000 in the case of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E Certificates, $1,000,000 in the case of the Class XP, Class XC Certificates, and $100,000 in the case of the remaining Regular Interest Certificates, and in each such case in integral multiples of $1 in excess thereof. The Class R-I and Class R-II Certificates will be issuable in denominations representing Percentage Interests in the related Class of not less than 5%. (b) The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by the Certificate Registrar hereunder by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the authorized officers or signatories of the Certificate Registrar shall be entitled to all benefits under this Agreement, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, however, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Section 5.02 Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 135 South LaSalle, Suite 1625, Chicago, Illinois 60603, Attention: Global Securitization Trust Services Group--Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust Series 2005-GG3. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and (if the Trustee is not the Certificate Registrar) the Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Trustee shall, within 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with a Transfer of a Global Certificate for any Class of Book-Entry Non-Registered Certificates to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit F-1 and a certificate from such Certificateholder's prospective Transferee substantially in the form attached hereto either as Exhibit F-2A or, with respect to each Definitive Non-Registered Certificate other than the Class R-I and Class R-II Certificates, as Exhibit F-2B; or (ii) an Opinion of Counsel satisfactory to the Trustee to the effect that the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except in the case of the Class R-I and Class R-II Certificates, where the prospective Transferee must be a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator, the Trustee, the Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder's prospective Transferee on which such Opinion of Counsel is based. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. A Transferee of an interest in the Rule 144A Global Certificate that takes delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed to have represented and warranted that all the certifications set forth in Exhibit F-2C hereto are, with respect to the subject Transfer, true and correct. Any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Certificates to be transferred (such date of transfer, the "Transfer Date"). Upon delivery to the Certificate Registrar of such certification and orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Certificates and increase the denomination of the Regulation S Global Certificate for the applicable Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions, provided that no Regulation S Restricted Certificate may be transferred to a Person acquiring such Certificate in reliance on Regulation S. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the date (the "Release Date") which is 40 days after the Transfer Date, the Certificate Owner desiring to effect any such Transfer shall be required to obtain from such Certificate Owner's prospective Transferee a written certification substantially in the form set forth in Exhibit F-2D hereto certifying that such Transferee is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository, provided that no Regulation S Restricted Certificate may be transferred to a Person acquiring such Certificate in reliance on Regulation S. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the applicable Class being transferred and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws. (c) No Transfer of a Certificate or any interest therein shall be made (i) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to Title I of ERISA, Section 4975 of the Code or any materially similar provision ("Similar Law") of applicable federal, state or local law (each, a "Plan"), or (ii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the imposition of an excise tax under Section 4975 of the Code or any similar violation of Similar Law. Except in connection with Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate other than a Class R-I or Class R-II Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case of a Certificate other than a Class R-I or Class R-II Certificate, a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Trustee or such Certificate Owner, as the case may be, that such Transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. It is hereby acknowledged that the form of certification attached hereto as Exhibit G (with respect to Definitive Non-Registered Certificates) is acceptable for purposes of the preceding sentence. If any Transferee of a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) any certification and/or Opinion of Counsel contemplated by the second preceding sentence, then such Transferee (and in any event any owner of a Book-Entry Certificate that is not an Investment Grade Certificate) shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code (or similar violation of Similar Law). Any Transferee of a Book-Entry Certificate that is an Investment Grade Certificate that is being acquired by or on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be deemed to have represented and warranted that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of all the Mortgage Loans determined as of the Closing Date, or by any Affiliate of such Person. (d) (i) Each Person who has or who acquires any Ownership Interest in a Residual Interest Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such disposition. The rights of each Person acquiring any Ownership Interest in a Residual Interest Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Interest Certificate shall be a Permitted Transferee and shall promptly notify the Tax Administrator and the Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Interest Certificate, except in the case of an initial transfer to an Underwriter or the Initial Purchaser or an affiliate thereof, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Interest Certificate until its receipt, of an affidavit and agreement substantially in the form attached hereto as Exhibit H-1 (a "Transfer Affidavit and Agreement"), from the proposed Transferee, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Interest Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Interest Certificate it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of either the Trustee or the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Interest Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Residual Interest Certificate shall agree (1) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to Transfer its Ownership Interest in such Residual Interest Certificate and (2) not to Transfer its Ownership Interest in such Residual Interest Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit H-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee. (E) Each Person holding or acquiring an Ownership Interest in a Residual Interest Certificate, by purchasing such Ownership Interest, agrees to give the Tax Administrator and the Trustee written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Interest Certificate, if it is, or is holding an Ownership Interest in a Residual Interest Certificate on behalf of, a "pass-through interest holder." (ii) (A) If any purported Transferee shall become a Holder of a Residual Interest Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Interest Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Interest Certificate. None of the Depositor, the Trustee or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Interest Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Residual Interest Certificate in violation of the restrictions in this Section 5.02(d), then, to the extent that retroactive restoration of the rights of the preceding Holder of such Residual Interest Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Trustee shall have the right but not the obligation, to cause the Transfer of such Residual Interest Certificate to a Permitted Transferee selected by the Trustee on such terms as the Trustee may choose, and the Trustee shall not be liable to any Person having an Ownership Interest in such Residual Interest Certificate as a result of the Trustee's exercise of such discretion. Such purported Transferee shall promptly endorse and deliver such Residual Interest Certificate in accordance with the instructions of the Trustee. Such Permitted Transferee may be the Trustee itself or any Affiliate of the Trustee. (iii) The Tax Administrator shall make available to the IRS and to those Persons specified by the REMIC Provisions all information furnished to it by the other parties hereto necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Interest Certificate to any Person who is a Disqualified Organization, including the information described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Interest Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Interest Certificate having as among its record Holders at any time any Person which is a Disqualified Organization, and each of the other parties hereto shall furnish to the Tax Administrator all information in its possession necessary for the Tax Administrator to discharge such obligation. The Person holding such Ownership Interest shall be responsible for the reasonable compensation of the Tax Administrator for providing information thereto pursuant to this subsection (d)(iii) and Section 10.01(h)(i). (iv) The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee and the Tax Administrator the following: (A) written confirmation from each Rating Agency to the effect that the modification of, addition to or elimination of such provisions will not cause an Adverse Rating Event; and (B) an Opinion of Counsel, in form and substance satisfactory to the Trustee and the Tax Administrator, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trustee, the Tax Administrator or the Trust), to the effect that doing so will not (1) cause either REMIC Pool to cease to qualify as a REMIC or be subject to an entity-level tax caused by the Transfer of any Residual Interest Certificate to a Person which is not a Permitted Transferee or (2) cause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the Transfer of a Residual Interest Certificate to a Person that is not a Permitted Transferee. (e) If a Person is acquiring any Non-Registered Certificate or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Certificate Registrar (or, in the case of an interest in a Book-Entry Non-Registered Certificate, to the Certificate Owner that is transferring such interest) a certification to the effect that, and such other evidence as may be reasonably required by the Trustee (or such Certificate Owner) to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the applicable foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in Subsections (b), (c) and/or (d), as appropriate, of this Section 5.02. (f) Subject to the preceding provisions of this Section 5.02, upon surrender for registration of transfer of any Certificate at the offices of the Certificate Registrar maintained for such purpose, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class evidencing a like aggregate Percentage Interest in such Class. (g) At the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of the same Class evidencing a like aggregate Percentage Interest in such Class upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose. Whenever any Certificates are so surrendered for exchange, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. (h) Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (i) No service charge shall be imposed for any transfer or exchange of Certificates, but the Trustee or Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (j) All Certificates surrendered for transfer and exchange shall be physically canceled by the Certificate Registrar, and the Certificate Registrar shall dispose of such canceled Certificates in accordance with its standard procedures. Section 5.03 Book-Entry Certificates. (a) The Certificates (other than the Class R-I and Class R-II) shall, in the case of each such Class, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.03(c) and in the fifth paragraph of Section 5.02(b), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) and in the fifth paragraph of Section 5.02(b), shall not be entitled to definitive, fully registered Certificates ("Definitive Certificates") in respect of such Ownership Interests. The Certificates (other than the Class R-I and Class R-II) initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Certificates (other than the Class R-I and Class R-II) initially sold in offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository, provided that only Investment Grade Certificates shall be sold in offshore transactions in reliance on Regulation S. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) The Trustee, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate which interests are transferable through the book-entry facilities of the Depository. Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar such security or indemnity as may be reasonably required by them to save each of them harmless, then, in the absence of actual notice to the Trustee or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and like Percentage Interest. Upon the issuance of any new Certificate under this section, the Trustee and the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the applicable REMIC created hereunder, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 5.05 Persons Deemed Owners. Prior to due presentment for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar and any agent of any of them may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and for all other purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any agent of any of them shall be affected by notice to the contrary. ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DIRECTING HOLDER Section 6.01 Liability of Depositor, Master Servicer and Special Servicer. The Depositor, the Master Servicer and the Special Servicer shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, the Master Servicer and the Special Servicer herein. Section 6.02 Continued Qualification and Compliance of Master Servicer; Merger, Consolidation or Conversion of Depositor, Master Servicer or Special Servicer. Subject to the following paragraph, the Depositor, the Master Servicer and the Special Servicer shall each keep in full effect its existence, rights and franchises as a legal entity under the laws of the jurisdiction of its organization, and each will obtain and preserve its qualification to do business as a foreign entity in, and will otherwise remain in compliance with the laws of, each jurisdiction in which such qualification and compliance is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Loans and to perform its respective duties under this Agreement. Each of the Depositor, the Master Servicer and the Special Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which, in the case of the Master Servicer or the Special Servicer, may be limited to all or substantially all of its assets related to commercial mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer or the Special Servicer shall be a party, or any Person succeeding to the business (which, in the case of the Master Servicer or the Special Servicer, may be limited to the commercial mortgage loan servicing business) of the Depositor, the Master Servicer or the Special Servicer, shall be the successor of the Depositor, the Master Servicer or the Special Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Master Servicer or the Special Servicer unless (i) as confirmed in writing by each of the Rating Agencies, such succession will not result in an Adverse Rating Event, and (ii) such successor or surviving Person makes the applicable representations and warranties set forth in Section 3.24 (in the case of a successor or surviving Person to the Master Servicer) or Section 3.25 (in the case of a successor or surviving Person to the Special Servicer), as applicable. Section 6.03 Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Loan Noteholders for the breach of a representation or warranty made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including in connection with the dissemination of information and reports as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made herein; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunder or negligent disregard of such obligations or duties; provided that if a Serviced Loan Group is involved, such indemnity shall be payable out of the related Loan Group Custodial Account pursuant to Section 3.05A and, to the extent not solely attributable to the Companion Loan in such Serviced Loan Group, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Group Custodial Account are insufficient therefor and such indemnity shall be deemed to not be "solely attributable" to a Companion Loan merely by virtue of an action being brought by or against the related Companion Loan Noteholder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any administrative or legal action, proceeding, hearing or examination unless such action is related to its respective duties under this Agreement and either (i) it is specifically required hereunder to bear the costs of such action or (ii) such action will not, in its reasonable and good faith judgment, involve it in any ultimate expense or liability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders (or, if a Loan Group is affected, the rights of the Certificateholders and the related Companion Loan Noteholders (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Pool Custodial Account as provided in Section 3.05; provided, however, that if a Loan Group and/or the related Companion Loan Noteholders are involved, such expenses, costs and liabilities shall be payable out of the related Loan Group Custodial Account pursuant to Section 3.05A and, to the extent attributable to the Mortgage Loan in such Loan Group, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Group Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or the Companion Loan Noteholders, subject to the provisions of Section 8.05(c). Each Lead Master Servicer, Lead Special Servicer and any director, manager, member, officer, employee or agent of a Lead Master Servicer or Lead Special Servicer shall be indemnified and held harmless by the Trust Fund against the Trust Fund's pro rata share of any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim that (1) relates to the applicable Lead PSA and/or this Agreement and (2) relates solely to the servicing of the applicable Non-Serviced Loan Group, other than any losses incurred by reason of such Lead Master Servicer's or Lead Special Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the applicable Lead PSA. In the event that the terms of a Subsequent PSA (provided the Master Servicer and Special Servicer have been provided with a copy of such Subsequent PSA) or Lead PSA provide for the indemnification of the Master Servicer and/or the Special Servicer, the Master Servicer and Special Servicer shall diligently pursue their rights under such Subsequent PSA or Lead PSA for the related trust's proportionate share of any indemnification sought by the Master Servicer or Special Servicer in connection with a Loan Group. Section 6.04 Resignation of Master Servicer and the Special Servicer. (a) The Master Servicer and, subject to Section 6.09, the Special Servicer may each resign from the obligations and duties hereby imposed on it, upon a determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it (the other activities of the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreement). Any such determination requiring the resignation of the Master Servicer or the Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee. Unless applicable law requires the Master Servicer's or Special Servicer's resignation to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 6.09 or Section 7.02 hereof. The Master Servicer and, subject to the rights of the Controlling Class under Section 6.09 to appoint a successor special servicer, the Special Servicer shall each have the right to resign at any other time, provided that (i) a willing successor thereto reasonably acceptable to the Depositor has been found (provided that if the Depositor has not responded to a request for consent to a successor within 15 days, such successor shall be deemed approved thereby), (ii) each of the Rating Agencies confirms in writing that the successor's appointment will not result in an Adverse Rating Event, (iii) the resigning party pays all costs and expenses in connection with such resignation and the resulting transfer of servicing, and (iv) the successor accepts appointment prior to the effectiveness of such resignation and agrees in writing to be bound by the terms and conditions of this Agreement. Neither the Master Servicer nor the Special Servicer shall be permitted to resign except as contemplated above in this Section 6.04(a). (b) Consistent with Section 6.04(a), neither the Master Servicer nor the Special Servicer shall, except as expressly provided herein, assign or transfer any of its rights, benefits or privileges hereunder to any other Person or, except as provided in Sections 3.22, 4.07, 7.01(c) and 7.01(d), delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of the Master Servicer or the Special Servicer are transferred to a successor thereto, the Master Servicing Fee, the Special Servicing Fee, any Workout Fee and/or any Liquidation Fee (except as expressly contemplated by Section 3.11(b)), as applicable, that accrues or otherwise becomes payable pursuant hereto from and after the date of such transfer shall be payable to such successor. Notwithstanding anything to the contrary herein, the outgoing Special Servicer shall be entitled to 100% of any Liquidation Fee with respect to any Mortgage Loan as to which a Liquidation Event has occurred prior to the effective date of transfer to the successor Special Servicer. Section 6.05 Rights of Depositor, Trustee and the Companion Loan Noteholders in Respect of the Master Servicer and the Special Servicer. The Master Servicer and the Special Servicer shall each afford the Depositor, each Underwriter, the Trustee and the Companion Loan Noteholders (including any servicer on their behalf), upon reasonable notice, during normal business hours access to all records maintained thereby in respect of its rights and obligations hereunder. Upon reasonable request, the Master Servicer and the Special Servicer shall each furnish the Depositor, each Underwriter, the Trustee and the Companion Loan Noteholders with its most recent publicly available financial statements and such other non-proprietary information as the Master Servicer or the Special Servicer, as the case may be, shall determine in its sole and absolute discretion as it possesses, which is relevant to the performance of its duties hereunder and which it is not prohibited by applicable law or contract from disclosing. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer or Special Servicer hereunder or exercise the rights of the Master Servicer and the Special Servicer hereunder; provided, however, that neither the Master Servicer nor the Special Servicer shall be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee and, provided, further, that the Depositor may not exercise any right pursuant to Section 7.01 to terminate the Master Servicer or the Special Servicer as a party to this Agreement. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Section 6.06 Depositor, Master Servicer and Special Servicer to Cooperate with Trustee. The Depositor, the Master Servicer and the Special Servicer shall each furnish such reports, certifications and information as are reasonably requested by the Trustee in order to enable it to perform its duties hereunder. Section 6.07 Depositor, Special Servicer and Trustee to Cooperate with Master Servicer. The Depositor, the Special Servicer and the Trustee shall each furnish such reports, certifications and information as are reasonably requested by the Master Servicer in order to enable it to perform its duties hereunder. Section 6.08 Depositor, Master Servicer and Trustee to Cooperate with Special Servicer. The Depositor, the Master Servicer and the Trustee shall each furnish such reports, certifications and information as are reasonably requested by the Special Servicer in order to enable it to perform its duties hereunder. Section 6.09 Termination and Designation of Special Servicer by the Directing Holder. The Directing Holder may at any time and from time to time, without cause, terminate the existing Special Servicer and designate a replacement Special Servicer hereunder (except that with respect to the Grand Canal Shoppes at the Venetian Trust Loan, pursuant to the related Co-Lender Agreement, the related Directing Holder may only terminate the 2004-GG2 Special Servicer or any subsequent special servicer of the Grand Canal Shoppes at the Venetian Loan Group for cause). In addition, with respect to each Mortgage Loan, the Directing Holder may appoint a replacement Special Servicer for any existing Special Servicer that has resigned or otherwise ceased to serve (including in connection with termination pursuant to Section 7.01) as Special Servicer. With respect to each Loan Group, the rights of the Directing Holder or Controlling Class Directing Holder to terminate and/or appoint a replacement Special Servicer shall be limited to that Loan Group. The Directing Holder or Controlling Class Directing Holder, as applicable, shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer, and, if applicable, the Companion Loan Noteholders, and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If the Directing Holder has not replaced the Special Servicer within 30 days of such Special Servicer's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer, subject to removal by the Directing Holder and appointment of a successor thereto pursuant to the terms of this Section 6.09. Any designated Person (whether designated by the Directing Holder or the Trustee) shall become the Special Servicer on the date as of which the Trustee shall have received all of the following: (1) written confirmation from all of the Rating Agencies that the appointment of such Person will not result in an Adverse Rating Event; (2) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, (3) confirmation that all out-of-pocket costs and expenses incurred in connection with the removal and replacement of a Special Servicer have been paid either by the removing party or the replacement Special Servicer and (4) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that, upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, the designated Person shall be bound by the terms of this Agreement and, subject to customary limitations, that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person's becoming the Special Servicer hereunder; provided, however, that (i) the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation, whether in respect of Servicing Advances or otherwise, (ii) if there were any Corrected Loans at the time that the resigning Special Servicer ceased to serve in such capacity, the outgoing Special Servicer shall be entitled to any Workout Fees thereafter payable with respect to the Corrected Loans and Liquidation Fees (but only if and to the extent permitted by Section 3.11(b)) and (iii) the outgoing Special Servicer shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer's responsibilities and rights hereunder, including the transfer within two Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to a Custodial Account, a Servicing Account, a Reserve Account or an REO Account or should have been delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Loans and REO Properties. The Trustee shall notify the other parties hereto, the Certificateholders and the Companion Loan Noteholders of any termination of the Special Servicer and appointment of a new Special Servicer in accordance with this Section 6.09. Any out-of-pocket costs and expenses incurred in connection with the removal of a Special Servicer and its replacement by a Person designated by the Directing Holder that are not paid by the replacement Special Servicer shall be paid by the Directing Holder. Notwithstanding anything herein to the contrary, the Directing Holder with respect to any Loan Group shall be permitted to replace the Special Servicer in accordance with this Agreement only with respect to such related Loan Group. Section 6.10 Master Servicer or Special Servicer as Owner of a Certificate. The Master Servicer, the Special Servicer or any Affiliate of either of them may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of "Certificateholder") the same rights it would have if it were not the Master Servicer or the Special Servicer or an Affiliate thereof. If, at any time during which the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, the Master Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to take action) that is not expressly prohibited by the terms hereof and would not, in the Master Servicer's or the Special Servicer's reasonable, good faith judgment, violate the Servicing Standard, but that, if taken, might nonetheless, in the Master Servicer's or the Special Servicer's good faith judgment, be considered by other Persons to violate the Servicing Standard, then the Master Servicer or the Special Servicer may (but need not) seek the approval of the Certificateholders to such action by delivering to the Trustee a written notice that (a) states that it is delivered pursuant to this Section 6.10, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or an Affiliate thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c) describes in reasonable detail the action that the Master Servicer or the Special Servicer proposes to take. The Trustee, upon receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate), together with such instructions for response as the Trustee shall reasonably determine. If at any time Certificateholders holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates, as appropriate) shall have failed to object in writing (with a copy to the Companion Loan Noteholders, if the Loan Groups are involved) to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall act as proposed in the written notice within 30 days, such action shall be deemed to comply with, but not modify, the Servicing Standard. The Trustee shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, for the reasonable expenses of the Trustee incurred pursuant to this paragraph. It is not the intent of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather only in the case of unusual circumstances. Section 6.11 Certain Powers of the Directing Holder. (a) The Directing Holder will be entitled to advise the Special Servicer with respect to the following actions of the Special Servicer in connection with any Serviced Loan, subject to the consultation rights of certain holders of certain Companion Loans, as further set forth in Section 6.11(e) below. The Special Servicer will not be permitted to take any of the following actions unless and until it has notified the applicable Directing Holder in writing in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A REQUEST FOR DIRECTING HOLDER ACTION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, THE SPECIAL SERVICER, MAY DELIVER A DEEMED APPROVAL NOTICE," and (b) if the Directing Holder fails to either approve or reject said approval action within such five Business Day period after receipt of the first notice, and having been provided with all reasonably requested information with respect thereto, and the Special Servicer, delivers the approval action request to the Directing Holder accompanied by a second notice in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A SECOND REQUEST FOR APPROVAL ACTION. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE BUSINESS DAYS, SUCH APPROVAL ACTION WILL BE DEEMED APPROVED BY THE DIRECTING HOLDER," then, if the Directing Holder fails to approve or reject such approval action within such second five Business Day period (approval or rejection by notice by facsimile on the same day being acceptable), then the Directing Holder's approval will be deemed to have been given: (i) any proposed or actual foreclosure upon or comparable conversion (which may include acquisition as an REO Property) of the ownership of properties securing such of the Specially Serviced Loans as come into and continue in default or other enforcement action under the Loan documents; (ii) any modification, extension, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of a Loan (including any material term relating to insurance or any prohibition on additional debt); (iii) any proposed or actual sale of an REO Property (other than in connection with the termination of the Trust Fund) for less than the Purchase Price; (iv) any acceptance of a discounted payoff of a Loan; (v) any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at a Mortgaged Property or an REO Property; (vi) any release of collateral for a Loan or any release of a Mortgagor or any guarantor under a Mortgage Loan (other than in accordance with the terms of such Loan (with no material discretion by the mortgagee), or upon satisfaction of, such Loan); (vii) any acceptance of substitute or additional collateral for a Loan (other than in accordance with the terms of such Loan (with no material discretion by the mortgagee)); (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to any Loan or consent to a transfer of the Mortgaged Property or interest in the Mortgagor (to the extent the mortgagee has the right to consent to such transfer); (ix) any acceptance of an assumption agreement releasing a Mortgagor or a guarantor from liability under a Loan; (x) any acceptance of a change in the property management company (provided that the unpaid principal balance of the related Mortgage Loan is greater than $5,000,000) or, if applicable, the hotel franchise for any Mortgaged Property; (xi) any extension of the maturity date of a Mortgage Loan, which results in the remaining term of any related ground lease (together with extensions at the sole option of the lender) being less than 10 years beyond the amortization term of such Mortgage Loan; (xii) any determination by the Special Servicer pursuant to clause (b), (c) or (d) of the definition of "Specially Serviced Loan" that a Loan has become a Specially Serviced Loan; (xiii) any extension by the Special Servicer of the maturity date of a Performing Serviced Loan pursuant to Section 3.21(d); and (xiv) taking any action to enforce rights with respect to a mezzanine lender under the related Co-Lender Agreement; provided that, in the event that the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) (or, in the case of a Serviced Loan Group, to protect the interests of the Certificateholders and the related Companion Loan Noteholder (as a collective whole)), the Special Servicer may take any such action without waiting for the applicable Directing Holder's response. As used in clauses (vi) and (vii) above, the term "material discretion" shall mean that the relevant decision regarding the release of collateral or the acceptance of substitute or additional collateral, as applicable, is in the discretion of the mortgagee, and such decision need not be based upon the satisfaction of specified objective conditions, the satisfactory delivery of certain factual evidence or opinions or the satisfaction of any other specified objective criteria that is set forth in the related Mortgage Loan documents. In addition, the Directing Holder may direct the Special Servicer to take, or to refrain from taking, any actions with respect to the servicing and/or administration of a Specially Serviced Loan as the Directing Holder may deem advisable or as to which provision is otherwise made herein subject to Section 6.11(b). Upon reasonable request, the Special Servicer shall provide the Directing Holder with any information in the Special Servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee, who shall make it available for review pursuant to Section 8.14(b) and, insofar as a Loan Group is involved, for review by the related Companion Loan Noteholders. The Special Servicer shall notify the applicable Directing Holder of any release or substitution of collateral for a Specially Serviced Loan even if such release or substitution is in accordance with such Loan. Notwithstanding anything herein to the contrary, if a Companion Loan Noteholder is a Directing Holder it shall be permitted to exercise the powers of a Directing Holder under this Agreement only with respect to its related Loan Group. With respect to a Tier 2 Loan Group, the Master Servicer or Special Servicer, as applicable, will be required to obtain the consent of the related Companion Loan Noteholder in connection with any modification or amendment to the related Loan documents to the extent set forth in the related Co-Lender Agreement. (b) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Directing Holder, as contemplated by Section 6.11(a), or any party having consultation rights under Section 6.11(e), may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) require or cause the Special Servicer or Master Servicer to violate any provision of this Agreement (exclusive of Section 6.11(a)) (including the Special Servicer's obligation to act in accordance with the Servicing Standard), the related Loan documents or the REMIC Provisions. (c) The Directing Holder will have no liability to the Certificateholders or the Companion Loan Noteholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Holder may, and is permitted hereunder to, have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Holder may, and is permitted hereunder to, act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Holder or its representative do not have any duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Holder may, and is permitted hereunder to, take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) the Directing Holder shall have no liability whatsoever for having acted solely in the interests of the Holders of the Controlling Class or the related Companion Loan Noteholder, as the case may be; and (vi) the Directing Holder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing Holder, any Holder of the Controlling Class or any director, officer, employee, agent or principal thereof for having so acted. (d) The applicable Companion Loan Noteholders shall be entitled to receive, upon request made to any party hereto, a copy of any notice or report required to be delivered (upon request or otherwise) by such party to the related Loan Group Directing Holder or the Trustee with respect to the related Loan Group. Any such party shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. The Co-Lender Agreement and Lead PSA for the 1370 Avenue of the Americas Trust Loan provides certain non-binding consultation rights that are exercisable by the majority holder of the controlling class of a securitization. Such rights shall be exercisable by the Directing Holder hereunder, and the Master Servicer, Special Servicer or Trustee, as applicable, shall forward any notice or request it receives in connection therewith to the Directing Holder and, in connection therewith, shall direct the Lead Master Servicer or Lead Special Servicer, as applicable, to recognize the Directing Holder as such. (e) In addition to the provisions of Section 6.11(a), with respect to the 1370 Avenue of the Americas Loan Group during a 1370 Avenue of the Americas Lead Servicing Period, the Special Servicer may not take any of the actions set forth in Section 6.11(a)(i)-(xiv) without consulting, on a non-binding basis, with the Controlling Class Directing Holder. In connection with the consultation rights set forth in Section 6.11(e) above: (1) the Special Servicer shall deliver to the holder of such consultation rights the same notice and information to be provided to the Directing Holder in accordance with Section 6.11(a); (2) the party entitled to such consultation rights shall have an opportunity to consult with the Special Servicer for a period of 10 Business Days from the initial notice of the related action; provided that if the Special Servicer determines that it needs to take immediate action and cannot wait until the review period set forth above expires, then, in such case, the Special Servicer shall decide, in accordance with the Servicing Standard, what course of action to take and shall be authorized to take such action. ARTICLE VII DEFAULT Section 7.01 Events of Default. (a) "Event of Default," wherever used herein, means any one of the following events: (i) (A) any failure by the Master Servicer to make a required deposit to the Custodial Account on the day such deposit was first required to be made under this Agreement, which failure is not remedied within one Business Day, or (B) any failure by the Master Servicer to deposit into, or remit to the Trustee for deposit into, the Distribution Account (including any P&I Advance) any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. New York City time on the relevant Distribution Date; or (ii) any failure by the Special Servicer to deposit into the REO Account within two Business Days after the day such deposit is required to be made, or to remit to the Master Servicer for deposit in the Custodial Account any such remittance required to be made by the Special Servicer within one Business Day following the day on which such remittance is required to be made under this Agreement; or (iii) (x) any failure by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations under this Agreement, which failure continues unremedied for thirty days, (y) any failure by the Master Servicer to timely make any Servicing Advance required to be made by it pursuant to this Agreement which continues unremedied for a period ending on the earlier of (A) fifteen (15) days following the date such Servicing Advance was first required to be made, and (B) either, if applicable, (1) in the case of a Servicing Advance relating to the payment of insurance premiums in accordance with Section 3.07, the day on which such insurance coverage terminates if such premiums are not paid or (2) in the case of a Servicing Advance relating to the payment of real estate taxes, the date of the commencement of a foreclosure action with respect to the failure to make such payment or (z) any failure by the Master Servicer to deliver the reports required by Sections 3.13 and 3.14 of this Agreement in any year that a report on Form 10-K is required to be filed with the Commission, which failure continues unremedied for five (5) days, after written notice of the failure has been given to the Master Servicer or the Special Servicer, as the case may be, by any other party to this Agreement, or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to the related pooling and servicing agreement, by Holders of Certificates of any Class, evidencing as to that Class, not less than 25% of the aggregate Voting Rights for such Class; provided, however, if that failure is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days; or (iv) any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in this Agreement that materially and adversely affects the interests of any Class of Certificates and that continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, will have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Trustee or the Fiscal Agent, or to the Master Servicer, the Special Servicer, the Depositor, the Trustee and the Fiscal Agent by the Holders of Certificates of any Class, evidencing as to that Class, not less than 25% of the aggregate Voting Rights of such Class; provided, however, if that breach is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days; or (v) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days; or (vi) the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to it or of or relating to all or substantially all of its property; or (vii) the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or (viii) a servicing officer of the Master Servicer or the Special Servicer, as applicable, obtains actual knowledge that Moody's has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (ii) has placed one or more Classes of Certificates on "watch status" in contemplation of a ratings downgrade or withdrawal (and such "watch status" placement shall not have been withdrawn by Moody's within 60 days of the date such servicing officer obtained such actual knowledge) and, in the case of either of clause (i) or (ii), cited servicing concerns with the Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating action; or (ix) the Master Servicer or the Special Servicer has been removed from S&P's approved master servicer list or S&P's approved special servicer list, respectively, and any of the ratings assigned to the Certificates have been qualified, downgraded or withdrawn in connection with such removal and the Master Servicer or Special Servicer is not reinstated on such list within 30 days; (x) or any failure by the Master Servicer to make, on a timely basis, the required payments to the applicable Companion Loan Noteholder on any Loan Group Remittance Date, which failure continues unremedied until 11:00 a.m. (New York City time) on the first Business Day after such remittance date; (xi) any failure on the part of the Master Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer contained in this Agreement which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by any affected holder of a Serviced Companion Loan; provided, however, that if such covenant or agreement is capable of being cured and the Master Servicer is diligently pursuing such cure, such 30-day period shall be extended for an additional 30 days; or (xii) with respect to any Serviced Companion Loan (1)the Master Servicer has been removed from S&P's approved master servicer list and any of the ratings assigned to any Companion Loan Securities have been qualified, downgraded or withdrawn in connection with such removal and the Master Servicer is not reinstated on such list within 30 days; or (2) a servicing officer of the Master Servicer obtains actual knowledge that the continuation of the Master Servicer in such capacity for such Serviced Companion Loan would result in the downgrade, qualification or withdrawal of any rating then assigned by Moody's to any Companion Loan Securities and such notice is not withdrawn within 30 days. When a single entity acts as the Master Servicer and the Special Servicer, an Event of Default in one capacity shall constitute an Event of Default in the other capacity. (b) If any Event of Default described in clauses (i)-(vii) and (ix) of subsection (a) above shall occur with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this Section 7.01(b), the "Defaulting Party") and shall be continuing, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 25% of the Voting Rights, the Trustee shall, by notice in writing to the Defaulting Party (with a copy of such notice to each other party hereto and the Rating Agencies) terminate, subject to Section 7.01(d), all of the rights and obligations (but not the liabilities for actions and omissions occurring prior thereto) of the Defaulting Party under this Agreement and in and to the Trust Fund and the Companion Loans, other than its rights, if any, as a Certificateholder hereunder or as the holder of the Companion Loans or any interest therein. If any Event of Default described in clause (viii) of subsection (a) above shall occur with respect to the Master Servicer or the Special Servicer (in either case, under such circumstances, for purposes of this Section 7.01(b), the "Defaulting Party"), the Trustee shall, by notice in writing (to be sent immediately by facsimile transmission) to the Defaulting Party (with a copy of such notice to each other party hereto and the Rating Agencies), terminate, subject to Section 7.01(d), all of the rights and obligations (but not the liabilities for actions and omissions occurring prior thereto) of the Defaulting Party under this Agreement and in and to the Trust Fund and the Companion Loans, other than its rights, if any, as a Certificateholder hereunder or as the holder of the Companion Loans or any interest therein, within 30 days following the occurrence of such Event of Default. From and after the receipt by the Defaulting Party of such written notice of termination, all authority and power of the Defaulting Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate), the Loans (other than as a holder thereof or any interest therein) or otherwise, shall pass to and be vested in the Trustee pursuant to and under this section, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Loans and related documents, or otherwise. The Master Servicer and the Special Servicer each agree that, if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than ten Business Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records, including those in electronic form, requested thereby to enable the Trustee to assume the Master Servicer's or Special Servicer's, as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer's or Special Servicer's, as the case may be, responsibilities and rights hereunder, including (i) if the Master Servicer is the Defaulting Party, the immediate transfer to the Trustee or a successor Master Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Master Servicer to a Custodial Account, the Distribution Account, the Defeasance Deposit Account, a Servicing Account or a Reserve Account or that are thereafter received by or on behalf of it with respect to any Loan or (ii) if the Special Servicer is the Defaulting Party, the transfer within two Business Days to the Trustee or a successor Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to an REO Account, a Custodial Account, a Servicing Account or a Reserve Account or should have been delivered to the Master Servicer or that are thereafter received by or on behalf of it with respect to any Loan or REO Property; provided, however, that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances or otherwise, and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such termination. Any cost or expenses in connection with any actions to be taken by any party hereto pursuant to the prior paragraph shall be borne by the Defaulting Party and if not paid by the Defaulting Party within 90 days after the presentation of reasonable documentation of such costs and expenses, such expense shall be reimbursed by the Trust Fund; provided, however, that the Defaulting Party shall not thereby be relieved of its liability for such expenses. For purposes of this Section 7.01 and also for purposes of Section 7.03(b), the Trustee shall not be deemed to have knowledge of an event which constitutes, or which with the passage of time or notice, or both, would constitute an Event of Default unless a Responsible Officer of the Trustee assigned to and working in the Trustee's Corporate Trust Office has actual knowledge thereof or unless notice of any event which is in fact such an Event of Default is received by the Trustee and such notice references the Certificates, the Trust Fund or this Agreement. (c) In the case of an Event of Default under Section 7.01(a)(viii) or (ix) of which the Trustee has notice, the Trustee shall provide written notice thereof to the Master Servicer promptly upon receipt of such notice. Notwithstanding Section 7.01(b), if the Master Servicer receives a notice of termination under Section 7.01(b) solely due to an Event of Default under Section 7.01(a)(viii) or (ix) and if the terminated Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days following such termination, then the Master Servicer shall continue to serve in such capacity hereunder until a successor thereto is selected in accordance with this Section 7.01(c) or the expiration of 45 days from the Master Servicer's receipt of the notice of termination, whichever occurs first. Upon receipt of such "request for proposal" materials from the terminated Master Servicer, the Trustee shall promptly thereafter (using such "request for proposal" materials) solicit good faith bids for the rights to master service the Loans under this Agreement from at least three (3) Persons qualified to act as a successor Master Servicer hereunder in accordance with Section 6.02 and Section 7.02 (any such Person so qualified, a "Qualified Bidder") or, if three (3) Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders; provided that at the Trustee's request, the terminated Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further, that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to master service the Loans under this Agreement. The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within 45 days after the receipt of notice of termination by the terminated Master Servicer. The Trustee shall solicit bids: (i) on the basis of such successor Master Servicer retaining all Sub-Servicers to continue the primary servicing of the Loans pursuant to the terms of the respective Sub-Servicing Agreements and to enter into a Sub-Servicing Agreement with the terminated Master Servicer to sub-service each of the Loans not subject to a Sub-Servicing Agreement at a sub-servicing fee rate per annum equal to the Master Servicing Fee Rate minus one (1) basis point per Loan serviced (each, a "Servicing-Retained Bid"); and (ii) on the basis of terminating each Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in accordance with Section 3.23 (each, a "Servicing-Released Bid"). The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing Released Bid) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof (and, if the successful bid was a Servicing Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Master Servicer as contemplated above) no later than 45 days after the receipt of notice of termination by the terminated Master Servicer. Upon the assignment and acceptance of the master servicing rights hereunder to and by the Successful Bidder, the Trustee shall remit or cause to be remitted (i) if the successful bid was a Servicing-Retained Bid, to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of "out-of-pocket" expenses incurred in connection with obtaining such bid and transferring servicing) and (ii) if the successful bid was a Servicing-Released Bid, to the Master Servicer and each terminated Sub-Servicer its respective Bid Allocation. The terminated Master Servicer shall be responsible for all out-of-pocket expenses incurred in connection with the attempt to sell its rights to service the Loans, which expenses are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph. If the Successful Bidder has not entered into this Agreement as successor Master Servicer within 45 days after the terminated Master Servicer received written notice of termination or no Successful Bidder was identified within such 45-day period, the terminated Master Servicer shall reimburse the Trustee for all reasonable "out-of-pocket" expenses incurred by the Trustee in connection with such bid process and the Trustee shall have no further obligations under this Section 7.01(c). The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02. (d) Other than with respect to any Loan which is serviced by the Primary Servicer (unless the Primary Servicer is in default under the related Primary Servicing Agreement and such default results in the ability to terminate the Primary Servicer under the provisions of the Primary Servicing Agreement) and notwithstanding Section 7.01(b), if any Event of Default on the part of the Master Servicer occurs that affects a Companion Loan Noteholder and the Master Servicer is not otherwise terminated in accordance with Section 7.01(b), or an Event of Default on the part of the Master Servicer occurs that affects only one or more of the Companion Loans, the Master Servicer may not be terminated in accordance with Section 7.01(b), but, at the direction of the related Companion Loan Noteholder, the Trustee shall require the Master Servicer to appoint, within 30 days of the Trustee's request, a Sub-Servicer (or, if the Loan Groups are currently being sub-serviced, to replace, within 30 days of the Trustee's request, the then-current Sub-Servicer with a new Sub-Servicer) with respect to the related Loan Group. In connection with the Master Servicer's appointment of a Sub-Servicer at the request of the Trustee in accordance with this Section 7.01(d), the Master Servicer shall obtain written confirmation from each Rating Agency that such appointment will not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities. The related Sub-Servicing Agreement shall provide that any Sub-Servicer appointed by the Master Servicer at the request of the Trustee in accordance with this Section 7.01(d) shall be responsible for all duties, and shall be entitled to all compensation, of the Master Servicer under this Agreement with respect to the related Loan Group, except that the Master Servicer shall be entitled to retain a portion of the Master Servicing Fee for the Mortgage Loan in the related Loan Group calculated at 0.01% per annum. Such Sub-Servicing Agreement shall also provide that such Sub-Servicer shall agree to become the master servicer under a separate servicing agreement for the applicable Loan Group in the event that the applicable Loan Group is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the applicable Loan Group and the related Loan Group Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If any Sub-Servicer appointed by the Master Servicer at the request of the Trustee in accordance with this Section 7.01(d) shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint a substitute Sub-Servicer, which appointment shall not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities (as evidenced in writing by each Rating Agency). In the event that a successor Master Servicer is acting hereunder and that successor Master Servicer desires to terminate the Sub-Servicer appointed under this Section 7.01(d), the terminated Master Servicer that was responsible for the Event of Default that led to the appointment of such Sub-Servicer shall be responsible for all costs incurred in connection with such termination, including the payment of any termination fee. Section 7.02 Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall, unless and until a successor is appointed pursuant to Section 6.04, Section 6.09 or Section 7.01(c), be the successor in all respects to the Master Servicer or the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall have all (and the former Master Servicer or the Special Servicer, as the case may be, shall cease to have any) of the responsibilities, duties and liabilities of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, if the Master Servicer is the resigning or terminated party, the Master Servicer's obligation to make P&I Advances, including in connection with any termination of the Master Servicer for an Event of Default described in clause 7.01(a)(iii), the unmade P&I Advances that gave rise to such Event of Default; provided that any failure to perform such duties or responsibilities caused by the Master Servicer's or the Special Servicer's, as the case may be, failure to provide information or monies required by Section 7.01 shall not be considered a default by the Trustee hereunder. The Trustee shall not be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee be required to purchase any Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to if the resigning or terminated party had continued to act hereunder (except as set forth in Section 3.11(b)). Notwithstanding the above, the Trustee may, if it shall be unwilling to so act as either Master Servicer or Special Servicer, as the case may be, or shall, if it is unable to so act as either Master Servicer or Special Servicer, as the case may be, or if the Trustee is not approved as a master servicer or a special servicer, as the case may be, by any of the Rating Agencies, or if the Holders of Certificates entitled to a majority of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the resigning or terminated Master Servicer or the Special Servicer, as the case may be, hereunder; provided, however, that no such appointee shall succeed to the rights and obligations of the Master Servicer or Special Servicer hereunder unless (i) as confirmed in writing by each of the Rating Agencies, such succession will not result in an Adverse Rating Event, and (ii) such appointee makes the applicable representations and warranties set forth in Section 3.24; and provided, further, that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class to designate a successor pursuant to Section 6.09. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until the assumption by the successor to such party of all its responsibilities, duties and liabilities under this Agreement. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Loans as it and such successor shall agree, subject to the terms of this Agreement limiting the use of funds Received in respect of a Loan Group to matters related to such Loan Group; provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. Such successor and the other parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Section 7.03 Notification to Certificateholders. (a) Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01, any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02 or the effectiveness of any designation of a new Special Servicer pursuant to Section 6.09, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and the Master Servicer shall give prompt written notice thereof to the Companion Loan Noteholders. (b) Not later than 10 days after a Responsible Officer of the Trustee has notice of the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute an Event of Default, the Trustee shall transmit by mail to the Depositor, all the Certificateholders, the Companion Loan Noteholders (to the extent the Trustee has received their respective contact information from the Master Servicer, who shall provide such information to the Trustee upon request) and the Rating Agencies notice of such occurrence, unless such default shall have been cured. Section 7.04 Waiver of Events of Default. The Holders representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Event of Default hereunder, together with the Companion Loan Noteholders (if adversely affected by such Event of Default), may waive such Event of Default; provided, however, that an Event of Default under any of clauses (i), (ii), (iii), (viii) and (ix) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes, together with the Companion Loan Noteholders, if any, that is affected by such Event of Default. Upon any such waiver of an Event of Default, such Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Event of Default pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to Voting Rights with respect to the matters described above. The foregoing paragraph notwithstanding, if the Holders representing at least the requisite percentage of the Voting Rights allocated to each affected Class of Certificates desire to waive an Event of Default by the Master Servicer, but either a Companion Loan Noteholder (in each case if adversely affected thereby) does not wish to waive that Event of Default, then those Holders may still waive that default, and the applicable Companion Loan Noteholder, will be entitled to request that the Master Servicer appoint, within 60 days of the Companion Loan Noteholder's request, as applicable, a Sub-Servicer (or, if the applicable Loan Group is currently being subserviced, to replace, within 60 days of the Companion Loan Noteholder's request, the then-current Sub-Servicer with a new Sub-Servicer) with respect to the applicable Loan Group. In connection with the Master Servicer's appointment of a Sub-Servicer at the request of a Companion Loan Noteholder in accordance with this Section 7.04, the Master Servicer shall obtain written confirmation from each Rating Agency that such appointment will not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities. The related Sub-Servicing Agreement shall provide that any Sub-Servicer appointed by the Master Servicer at the request of a Companion Loan Noteholder in accordance with this Section 7.04 shall be responsible for all duties, and shall be entitled to all compensation, of the Master Servicer under this Agreement with respect to the applicable Loan Group, except that the Master Servicer shall be entitled to retain a portion of the Master Servicing Fee for the Mortgage Loan in the Loan Group calculated at 0.01% per annum. Such Sub-Servicing Agreement shall also provide that such Sub-Servicer shall become the master servicer under a separate servicing agreement for the applicable Loan Group in the event that the Loan Group is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the applicable Loan Group and the Loan Group Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. Such Sub-Servicer shall meet the requirements of Section 3.23. If any Sub-Servicer appointed by the Master Servicer at the request of the Companion Loan Noteholder in accordance with this Section 7.04 shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint a substitute Sub-Servicer, which appointment shall not result in an Adverse Rating Event (as evidenced in writing by each Rating Agency). In the event a successor Master Servicer is acting hereunder and that successor Master Servicer desires to terminate the Sub-Servicer appointed under this Section 7.04, the terminated Master Servicer that was responsible for the Event of Default that led to the appointment of such Sub-Servicer shall be responsible for all costs incurred in connection with such termination, including the payment of any termination fee. Section 7.05 Additional Remedies of Trustee Upon Event of Default. During the continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right, in its own name and as trustee of an express trust and on behalf of the Companion Loan Noteholders, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders and the Companion Loan Noteholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01 Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided that if the Trustee is acting as Master Servicer or Special Servicer, it shall act in accordance with the Servicing Standard. Any permissive right of the Trustee contained in this Agreement shall not be construed as a duty. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee shall take such action as it deems appropriate to have the instrument corrected. The Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement. (c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that: (i) Prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement; (ii) The Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the terms of this Agreement and the direction of any Directing Holder, Controlling Class or Holders of Certificates entitled to at least 25% of the Voting Rights, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; and (iv) The protections, immunities and indemnities afforded to the Trustee hereunder shall also be available to it in its capacity as Authenticating Agent, Certificate Registrar, Tax Administrator and Custodian. Section 8.02 Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.01 and Article X: (i) the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith; (iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, and except as may be provided in Section 10.01, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any act or omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor. Section 8.03 Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of Certificates or Loans. The recitals contained herein and in the Certificates, other than the statements attributed to the Trustee and the Fiscal Agent in Article II and Section 8.16 and Section 8.18 and the signature of the Certificate Registrar and the Authenticating Agent set forth on each outstanding Certificate, shall not be taken as the statements of the Trustee or the Fiscal Agent, and neither the Trustee nor the Fiscal Agent shall assume any responsibility for their correctness. Except as expressly set forth in Section 8.16 and 8.18, the Trustee and the Fiscal Agent make no representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature of the Trustee set forth thereon) or of any Loan or related document. The Trustee and the Fiscal Agent shall not be accountable for the use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust Fund, or any funds deposited in or withdrawn from a Custodial Account or any other account by or on behalf of the Depositor, the Master Servicer or the Special Servicer. The Trustee and the Fiscal Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement. Section 8.04 Trustee and Fiscal Agent May Own Certificates. The Trustee, the Fiscal Agent or any agent of the Trustee and the Fiscal Agent, in its individual or any other capacity, may become the owner or pledgee of Certificates with (except as otherwise provided in the definition of "Certificateholder") the same rights it would have if it were not the Trustee, the Fiscal Agent or such agent. Section 8.05 Fees and Expenses of Trustee; Indemnification of and by Trustee. (a) On each Distribution Date, the Trustee shall withdraw from the general funds on deposit in the Distribution Account, prior to any distributions to be made therefrom on such date, and pay to itself the Trustee Fee for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, as compensation for all services rendered by the Trustee in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder. The Trustee Fees (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's sole compensation for such services to be rendered by it. (b) The Trustee and any director, officer, employee or agent of the Trustee shall be entitled to be indemnified for and held harmless by the Trust Fund against any loss, liability or reasonable "out-of-pocket" expense (including costs and expenses incurred in connection with removal of the Special Servicer and Master Servicer pursuant to Sections 7.01 and 7.02, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, this Agreement or the Certificates ("Trustee Liability"); provided that such loss, liability or expense constitutes an "unanticipated expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); and provided, further, that neither the Trustee nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) any liability specifically required to be borne thereby pursuant to the terms of this Agreement, or (2) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of, or the negligent disregard of, the Trustee's obligations and duties hereunder, or as may arise from a breach of any representation, warranty or covenant of the Trustee made herein, or (3) any loss, liability or expense that constitutes allocable overhead. The provisions of this Section 8.05(b) and of Section 8.05(c) shall survive any resignation or removal of the Trustee and appointment of a successor trustee. (c) If the Trustee Liability arises from the issuance or sale of the Certificates and the indemnification provided for in Section 8.05(b) is invalid or unenforceable, then the Trust Fund shall contribute to the amount paid or payable by the Trustee as a result of such Trustee Liability in such proportion as is appropriate to reflect the relative fault of any of the other parties on the one hand and the Trustee on the other in connection with the actions or omissions which resulted in such Trustee Liability, as well as any other relevant equitable considerations. (d) The Trustee shall indemnify and hold harmless the Trust Fund against any losses arising out of any errors made solely by the Trustee in calculating distributions to be made hereunder and any other calculation or reporting hereunder (in each case not attributable to information provided to the Trustee by the Master Servicer or the Special Servicer); provided that such loss arose by reason of willful misfeasance, bad faith or negligence on the part of the Trustee. The provisions of this Section 8.05(d) shall survive any resignation or removal of the Trustee and appointment of a successor trustee. Section 8.06 Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a bank, a trust company, an association or a corporation organized and doing business under the laws of the United States of America or any state thereof or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state banking authority. If such bank, trust company, association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such bank, trust company, association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee shall at all times maintain a long-term unsecured debt rating of at least "Aa3" by Moody's and "AA-" by S&P (or "A+" by S&P if the short-term unsecured debt rating of the Trustee is rated at least "A-1" by S&P) (or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such capacity, of at least "A3" by Moody's and "A-" by S&P) (or, in the case of either Rating Agency, such other rating as shall not result in an Adverse Rating Event with respect to the Certificates or any Companion Loan Securities, as confirmed in writing by such Rating Agency). The Trustee's acting in such capacity shall not adversely affect the application of the Prohibited Transaction Exemption to the Investment Grade Certificates. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no longer conforms to the requirements of the immediately preceding sentence, and if the Trustee proposes to the other parties hereto to enter into an agreement with (and reasonably acceptable to) each of them, and if in light of such agreement the Trustee's continuing to act in such capacity would not (as evidenced in writing by each Rating Agency) cause an Adverse Rating Event, then upon the execution and delivery of such agreement the Trustee shall not be required to resign, and may continue in such capacity, for so long as none of the ratings assigned by the Rating Agencies to the Certificates is adversely affected thereby. The bank, trust company, corporation or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Master Servicer, the Special Servicer and their respective Affiliates. Section 8.07 Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, all Certificateholders and the Companion Loan Noteholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee acceptable to the Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Companion Loan Noteholders by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver or otherwise make available in accordance with this Agreement any current or revised Distribution Date Statement, CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial File or other report or statement required by Section 4.02 and such failure shall continue unremedied for a period of five days after receipt of written notice by the Trustee of such failure, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee is located or in which it holds any portion of the Trust Fund, then the Depositor may remove the Trustee and appoint a successor trustee acceptable to the Depositor and the Master Servicer by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Companion Loan Noteholders by the successor trustee so appointed. (c) The Holders of Certificates entitled to 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer, the remaining Certificateholders and the Companion Loan Noteholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's rights and obligations under this Agreement and in and to the Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including P&I Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee and such Fiscal Agent). (e) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Section 8.08 Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor trustee an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (at the expense of the Certificateholders that effected the removal, if the Trustee has been removed in accordance with Section 8.07(c) without cause or if such expenses are not paid by such Certificateholders within ninety (90) days after they are incurred, at the expense of the Trust, provided that such Certificateholders shall remain liable to the Trust for such expenses) all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. (b) No successor trustee shall accept appointment as provided in this Section 8.08, unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, such successor trustee shall mail notice of the succession of such trustee hereunder to the Depositor, the Master Servicer, the Special Servicer, the Certificateholders and the Companion Loan Noteholders. Section 8.09 Merger or Consolidation of Trustee and Fiscal Agent. Any entity into which the Trustee or the Fiscal Agent may be merged or converted, or with which the Trustee or the Fiscal Agent may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee or the Fiscal Agent shall be a party, or any entity succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee or the Fiscal Agent, as the case may be, hereunder, provided such entity shall be eligible under the provisions of Section 8.06 or Section 8.17, as applicable, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 8.10 Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. (b) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee. (d) Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts vested therein pursuant to the applicable instrument of appointment and this Section 8.10, shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. (e) The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and responsibilities hereunder. Section 8.11 Appointment of Custodians. The Trustee may appoint at the Trustee's expense one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Trustee. Each Custodian shall be a depository institution supervised and regulated by a federal or state banking authority, shall have combined capital and surplus of at least $10,000,000, shall be qualified to do business in the jurisdiction in which it holds any Mortgage File and shall not be the Depositor, a Mortgage Loan Seller or any Affiliate of any of them. Neither the Master Servicer nor the Special Servicer shall have any duty to verify that any such Custodian is qualified to act as such in accordance with the preceding sentence. The Trustee may enter into agreements to appoint a Custodian which is not the Trustee, provided that such agreement: (i) is consistent with this Agreement in all material respects and requires the Custodian to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Trustee shall for any reason no longer act in the capacity of Trustee hereunder, the successor Trustee or its designee may thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Custodian under such agreement or, alternatively, may terminate such agreement without cause and without payment of any penalty or termination fee; and (iii) does not permit the Custodian any rights of indemnification that may be satisfied out of assets of the Trust Fund. The appointment of one or more Custodians shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of any Custodian. In the absence of any other Person appointed in accordance herewith acting as Custodian, the Trustee agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Custodian, any provision or requirement herein requiring notice or any information or documentation to be provided to the Custodian shall be construed to require that such notice, information or documents also be provided to the Trustee. Any Custodian hereunder shall at all times maintain a fidelity bond and errors and omissions policy in amounts customary for custodians performing duties similar to those set forth in this Agreement and, in any event, satisfying the same requirements (including as to the insurer) as are applicable to any such bond or policy required to be maintained by the Master Servicer pursuant to Section 3.07. Section 8.12 Appointment of Authenticating Agents. (a) The Trustee may appoint at the Trustee's expense an Authenticating Agent, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee. (b) Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion, or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. (c) Any Authenticating Agent appointed in accordance with this Section 8.12 may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee, the Master Servicer, the Special Servicer and the Depositor. The Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 8.12 by giving written notice of termination to such Authenticating Agent, the Master Servicer and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.12, the Trustee may appoint a successor Authenticating Agent, in which case the Trustee shall give written notice of such appointment to the Master Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.12. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Section 8.13 Appointment of Tax Administrators. (a) The Trustee may appoint at the Trustee's expense any Person with appropriate tax-related experience to act as Tax Administrator hereunder; provided that, in the absence of any other Person appointed in accordance herewith acting as Tax Administrator, the Trustee agrees to act in such capacity in accordance with the terms hereof. The appointment of a Tax Administrator shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Tax Administrator. The Trustee shall cause any such Tax Administrator appointed by it to execute and deliver to the Trustee an instrument in which such Tax Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. (b) Any Person into which any Tax Administrator may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion, or consolidation to which any Tax Administrator shall be a party, or any Person succeeding to the corporate agency business of any Tax Administrator, shall continue to be the Tax Administrator without the execution or filing of any paper or any further act on the part of the Trustee or the Tax Administrator. (c) Any Tax Administrator appointed in accordance with this Section 8.13 may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee, the Master Servicer, the Special Servicer and the Depositor. The Trustee may at any time terminate the agency of any Tax Administrator appointed in accordance with this Section 8.13 by giving written notice of termination to such Tax Administrator, the Master Servicer, and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee may appoint a successor Tax Administrator, in which case the Trustee shall give written notice of such appointment to the Master Servicer, the Special Servicer and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided, however, that no successor Tax Administrator shall be appointed unless eligible under the provisions of this Section 8.13. Any successor Tax Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Tax Administrator. Section 8.14 Access to Certain Information. (a) The Trustee shall afford to the Master Servicer, the Special Servicer and the Depositor, and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation regarding the Loans within its control that may be required to be provided by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee designated by it. (b) The Trustee shall maintain in its possession and, upon reasonable prior written request and during normal business hours, shall make available at its offices for review by the Depositor, the Rating Agencies, the Companion Loan Noteholders and their designees, the Controlling Class Directing Holder and, subject to the succeeding paragraph, any Certificateholder, Certificate Owner or Person identified to the Trustee as a prospective Transferee of a Certificate or an interest therein, originals and/or copies of the following items: (i) the Prospectus, any private placement memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Trustee by the Depositor or by any Person designated by the Depositor; (ii) this Agreement, each Sub-Servicing Agreement delivered to the Trustee since the Closing Date; (iii) all Certificateholder Reports made available to Certificateholders pursuant to Section 4.02(a) since the Closing Date; (iv) all Annual Performance Certifications delivered by the Master Servicer and the Special Servicer, respectively, to the Trustee since the Closing Date; (v) all Annual Accountants' Reports caused to be delivered by or on behalf of the Master Servicer and the Special Servicer, respectively, to the Trustee since the Closing Date; (vi) any and all notices and reports delivered to the Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 3.09(c) revealed that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof was not satisfied; (vii) each of the Mortgage Files, including any and all modifications, extensions, waivers and amendments of the terms of a Loan entered into or consented to by the Special Servicer and delivered to the Trustee pursuant to Section 3.21; (viii) the most recent appraisal for each Mortgaged Property and REO Property that has been delivered to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged Property or REO Property to be delivered to the Trustee by the Master Servicer or Special Servicer, as applicable, promptly following its having been obtained); (ix) any and all Officer's Certificates and other evidence delivered to or by the Trustee to support its, the Master Servicer's, the Special Servicer's or the Fiscal Agent's, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (x) any and all information provided to the Trustee pursuant to Section 6.11(a); (xi) the Schedule of Exceptions to Mortgage File Delivery prepared by the Trustee pursuant to Section 2.02(a) and any exception report prepared by the Trustee pursuant to Section 2.02(b); (xii) all notices of a breach of representation and warranty given by or received by the Trustee with respect to any party hereto; (xiii) any Officer's Certificate delivered to the Trustee by the Special Servicer in connection with a Final Recovery Determination pursuant to Section 3.09(h). The Trustee shall provide copies of any and all of the foregoing items upon written request of any of the parties set forth in the previous sentence; however, except in the case of the Rating Agencies, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from the Master Servicer copies (at the expense of such Certificateholder or Certificate Owner if the Master Servicer or Special Servicer charges a fee to cover the reasonable cost of making such copies available) of any inspection reports prepared by the Master Servicer or the Special Servicer, copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such items available to the requesting Certificateholder or Certificate Owner. (c) The Trustee shall not be liable for providing or disseminating information in accordance with Section 8.14(a) or (b). Section 8.15 Reports to the Securities and Exchange Commission and Related Reports. (a) With respect to the Trust's fiscal year 2005 (and with respect to any subsequent fiscal year for the Trust, if as of the beginning of such subsequent fiscal year, the Registered Certificates are held (directly or, in the case of Registered Certificates held in book-entry form, through the Depository) by at least 300 Holders and/or Depository Participants having accounts with the Depository), the Trustee shall: (i) during such fiscal year, in accordance with the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, prepare for filing, execute on behalf of the Depositor and properly and timely file with the Commission monthly, with respect to the Trust, a Current Report on Form 8-K with copies of the Distribution Date Statements, Mortgage Pool Data Update Reports and, to the extent delivered to the Trustee, all Servicer Reports; (ii) during such fiscal year, (A) promptly notify the Depositor of the occurrence or existence of any of the matters identified in Section 11.11(a) and/or Section 8.15(b) (in each case to the extent that a Responsible Officer of the Trustee has actual knowledge thereof), (B) cooperate with the Depositor in obtaining all necessary information in order to prepare a Current Report on Form 8-K reporting any such matter in accordance with the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, and (C) prepare for filing, execute and promptly file with the Commission a Current Report on Form 8-K disclosing any such matter; (iii) at the reasonable request of, and in accordance with the reasonable directions of, the Certifying Person or any Performing Party (as defined in Section 8.15(d)), prepare for filing, execute and promptly file with the Commission an amendment to any Current Report on Form 8-K previously filed with the Commission with respect to the Trust; and (iv) within 90 days following the end of such fiscal year, prepare and properly and timely file with the Commission, with respect to the Trust, an Annual Report on Form 10-K, which complies in all material respects with the requirements of the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission; provided that (x) the Trustee shall not have any responsibility to file any items (other than those generated by it) that have not been received in a format suitable (or readily convertible into a format suitable) for electronic filing via the EDGAR system and shall not have any responsibility to convert any such items to such format (other than those items generated by it or that are readily convertible to such format) and (y) the Depositor shall be responsible for preparing, executing and filing (via the EDGAR system within fifteen (15) days or the number of days specified by the Commission following the Closing Date) a Current Report on Form 8-K reporting the establishment of the Trust and whereby this Agreement is filed as an exhibit. Each of the other parties to this Agreement shall deliver to the Trustee in the format required (or readily convertible into the format required) for electronic filing via the EDGAR system, any and all items (including, in the case of the Master Servicer and the Special Servicer, all Servicer Reports delivered to the Trustee) contemplated to be filed with the Commission pursuant to this Section 8.15(a). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event that the Commission does not accept a Sarbanes-Oxley Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. All Current Reports on Form 8-K and Annual Reports on Form 10-K that are to be filed with respect to the Trust pursuant to this Section 8.15(a) (collectively, including the exhibits thereto, the "Exchange Act Reports"), exclusive of the initial Current Report on Form 8-K contemplated by clause (y) of the proviso to the first sentence of the preceding paragraph, which is to be executed by the Depositor, are (together with the exhibits thereto) herein referred to as the "Subsequent Exchange Act Reports." The Trustee shall have no liability to the Certificateholders or the Trust with respect to any failure to properly prepare or file any of the Subsequent Exchange Act Reports to the extent that such failure is not the result of any negligence, bad faith or willful misconduct on its part. (b) At all times during the Trust's fiscal year 2005 (and, if as of the beginning of any other fiscal year for the Trust, the Registered Certificates are held (directly or, in the case of Registered Certificates held in book-entry form, through the Depository) by at least 300 Holders and/or Depository Participants having accounts with the Depository, at all times during such other fiscal year), the Trustee shall provide notice of the occurrence or existence of any of the following matters of which a Responsible Officer of the Trustee has actual knowledge: (i) any failure of the Trustee to make any monthly distributions to the Holders of any Class of Certificates, which failure is not otherwise reflected in the Distribution Date Statements and/or Servicer Reports filed with the Commission or has not otherwise been reported to the Depositor pursuant to any other Section of this Agreement; (ii) any acquisition or disposition by the Trust of a Mortgage Loan or an REO Property, which acquisition or disposition has not otherwise been reflected in the Distribution Date Statements and/or Servicer Reports filed with the Commission or has not otherwise been reported to the Depositor pursuant to any other Section of this Agreement; (iii) any other acquisition or disposition by the Trust of a significant amount of assets (other than Permitted Investments, Mortgage Loans and REO Properties), other than in the normal course of business; (iv) any change in the fiscal year of the Trust; (v) any material legal proceedings, other than ordinary routine litigation incidental to the business of the Trust, to which the Trust (or any party to this Agreement on behalf of the Trust) is a party or of which any property included in the Trust Fund is subject, or any threat by a governmental authority to bring any such legal proceedings; (vi) any event of bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings in respect of or pertaining to the Trust or any party to this Agreement, or any actions by or on behalf of the Trust or any party to this Agreement indicating its bankruptcy, insolvency or inability to pay its obligations; and (vii) any change in the rating or ratings assigned to any Class of Certificates not otherwise reflected in the Certificateholder Reports filed with the Commission; provided that (1) the actual knowledge of a Responsible Officer of the Trustee of any material legal proceedings of which property included in the Trust Fund is subject or of any material legal proceedings threatened by a governmental authority is limited (except where the Trustee received information regarding such proceeding from the Master Servicer or the Special Servicer pursuant to the next paragraph) to circumstances where it would be reasonable for the Trustee to identify such property as an asset of, or as securing an asset of, the Trust or such threatened proceedings as concerning the Trust and (2) no Responsible Officer of the Trustee shall be deemed to have actual knowledge of the matters described in clauses (vi) and (vii) of this Section 8.15(b) unless (x) any such matter contemplated in clause (vi) occurred or related specifically to the Trust or (y) such Responsible Officer was notified in a written instrument addressed to it. Further, each other party to this agreement shall promptly notify the Trustee of the occurrence or existence of any of the forgoing matters in this Section 8.15(b) of which a Servicing Officer (in the case of the Master Servicer or the Special Servicer) or a senior officer (in the case of the Depositor) thereof has actual knowledge. (c) If as of the beginning of any fiscal year for the Trust (other than fiscal year 2005), the Registered Certificates are held (directly or, in the case of Registered Certificates held in book-entry form, through the Depository) by less than 300 Holders and/or Depository Participants having accounts with the Depository, the Trustee shall, in accordance with the Exchange Act and the rules and regulations promulgated thereunder, timely file a Form 15 with respect to the Trust suspending all reporting requirements under the Exchange Act and shall send notice to the Depositor, Master Servicer and Special Servicer of such suspension. (d) The Form 10-K required to be filed by the Trustee shall include any certification (the "Sarbanes-Oxley Certification") required to be included therewith pursuant to the Sarbanes-Oxley Act of 2002, and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission's staff) and a copy of such Sarbanes-Oxley Certification shall be provided to the Rating Agencies. An officer of the Depositor shall sign the Sarbanes-Oxley Certification. The Master Servicer, the Special Servicer and the Trustee (each, a "Performing Party") shall provide to the Person who signs the Sarbanes-Oxley Certification (the "Certifying Person") a certification (each, a "Performance Certification"), in the forms set forth on Exhibits M-1, M-2 and M-3 hereto, on which the Certifying Person, the Depositor (if the Certifying Person is an individual), and the Depositor's partner, representative, Affiliate, member, manager, director, officer, employee or agent (collectively with the Certifying Person, "Certification Parties") can rely. In addition, in the event that any Serviced Pari Passu Companion Loan is deposited into a commercial mortgage securitization, the Master Servicer and the Special Servicer, on or before March 20th of each year with respect to which a Form 10-K is filed by the related trustee for such commercial mortgage securitization, shall provide to the Person who signs the Sarbanes-Oxley certification with respect to such commercial mortgage securitization a Performance Certification (which shall address the matters contained in the Performance Certification, but solely with respect to the related Serviced Pari Passu Companion Loan) on which such Person and such Person's partner, representative, Affiliate, member, manager, director, officer, employee or agent can rely. Notwithstanding the foregoing, nothing in this paragraph shall require any Performing Party (i) to certify or verify the accurateness or completeness of any information provided to such Performing Party by third parties, (ii) to certify information other than to such Performing Party's knowledge and in accordance with such Performing Party's responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than as to information in its actual knowledge and that all fields of information called for in written reports prepared by such Performing Party have been completed except as they have been left blank on their face. In the event any Performing Party is terminated or resigns pursuant to the terms of this Agreement, such Performing Party shall provide a Performance Certification to the Depositor pursuant to this Section 8.15(d) with respect to the period of time such Performing Party was subject to this Agreement. (e) Each Performing Party shall indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the applicable Performing Party of its obligations under this Section 8.15 or (ii) any inaccuracy in the applicable Performing Party's Performance Certification that, in the case of clause (i) or (ii), results from the negligence, bad faith or willful misfeasance of the Trustee, the Special Servicer or the Master Servicer, as the case may be, in connection with the performance by the Trustee, the Special Servicer or the Master Servicer, as the case may be, of its duties hereunder, and causes the Certification Party to incur liability under the Securities and Exchange Act of 1934. A Performing Party shall have no obligation to indemnify any Certification Party for an inaccuracy in the Performance Certification of any other Performing Party. Section 8.16 Representations and Warranties of Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the Companion Loan Noteholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee that, if determined adversely to the Trustee, would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Trustee of or compliance by the Trustee with this Agreement, or the consummation of the transactions contemplated by this Agreement, has been obtained and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06. (b) The representations and warranties of the Trustee set forth in Section 8.16(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Trustee shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization. Section 8.17 The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "Aa3" from Moody's and "AA-" from S&P (or "A+" from S&P if the Fiscal Agent has a short-term unsecured debt rating of at least "A-1" by S&P) (or, in the case of any such Rating Agency, such lower rating as will not (as confirmed in writing by such Rating Agency) result in an Adverse Rating Event). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Advance, whether as successor master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes an Advance pursuant to this Section 8.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (c) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor, the Master Servicer or the Special Servicer. (d) The obligations of the Fiscal Agent set forth in this Section 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent, at such time as the initial Trustee) resigns or is removed as Trustee hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06). Any successor fiscal agent so appointed shall be required to execute and deliver to the other parties hereto a written agreement to assume and perform the duties of the Fiscal Agent set forth in this Agreement; provided that no such successor shall become Fiscal Agent hereunder unless either (i) it satisfies the rating requirements of Section 8.17(a) or (ii) the Trustee shall have received written confirmation from each Rating Agency that the succession of such proposed successor fiscal agent would not, in and of itself, result in an Adverse Rating Event. (e) The Trustee shall promptly notify the other parties hereto, the Certificateholders and the Companion Loan Noteholders in writing of the appointment, resignation or removal of any Fiscal Agent. Section 8.18 Representations and Warranties of Fiscal Agent. (a) The Fiscal Agent hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders and the Companion Loan Noteholders, as the Closing Date, that: (i) The Fiscal Agent is a banking association duly organized, validly existing and in good standing under the laws of the Netherlands. (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other instrument to which it is a party or by which it is bound. (iii) The Fiscal Agent has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Fiscal Agent, enforceable against the Fiscal Agent in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Fiscal Agent is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent. (vi) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent that, if determined adversely to the Fiscal Agent, would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Fiscal Agent of or compliance by the Fiscal Agent with this Agreement, or the consummation of the transactions contemplated by this Agreement, has been obtained and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Fiscal Agent under this Agreement. (b) The representations and warranties of the Fiscal Agent set forth in Section 8.18(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall given prompt written notice thereof to the other parties hereto. (c) Any successor Fiscal Agent shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 8.18(a) subject to such appropriate modifications to the representations and warranties set forth in Section 8.18(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization. ARTICLE IX TERMINATION Section 9.01 Termination Upon Repurchase or Liquidation of All Mortgage Loans. Subject to Section 9.02, the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Fiscal Agent and the Trustee (other than the obligations of the Trustee to provide for and make payments to Certificateholders as hereafter set forth) shall terminate upon payment (or provision for payment): (i) to the Certificateholders of all amounts held by or on behalf of the Trustee and required hereunder to be so paid on the Distribution Date following the earlier to occur of (A) the purchase by the Depositor, any Mortgage Loan Seller, the Special Servicer, any Controlling Class Certificateholder or the Master Servicer of all Mortgage Loans and each REO Property (or beneficial interest in an "REO Property" under an applicable Lead PSA) remaining in the Lower-Tier REMIC at a price equal to (1) the sum (x) of the aggregate Purchase Price of all the Mortgage Loans and (y) the aggregate Appraised Values of any REO Properties then included in the Lower-Tier REMIC (or beneficial interest in an "REO Property" under an applicable Lead PSA), minus (2) if the purchaser is the Master Servicer or the Special Servicer, the aggregate amount of unreimbursed Advances made by such Person, together with any interest accrued and payable to such Person in respect of unreimbursed Advances in accordance with Section 3.12(b) and, in the case of the Master Servicer, Section 4.03(d) or Section 4.03A(d), and any unpaid servicing compensation remaining outstanding (which items shall be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as the case may be, in connection with such purchase), and (B) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or beneficial interest in an "REO Property" under an applicable Lead PSA) remaining in the Lower-Tier REMIC; and (ii) to the Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer and the members, managers, officers, directors, employees and/or agents of each of them of all amounts which may have become due and owing to any of them hereunder; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof. Each of the Depositor, Greenwich Capital Financial Products, Inc., the Special Servicer, any Controlling Class Certificateholder (with priority among such Holders being given to the Holder of Certificates representing the greatest Percentage Interest in the Controlling Class) or the Master Servicer, in that order of priority (with the Depositor having the most senior priority), may at its option elect to purchase all of the Mortgage Loans and each REO Property (or beneficial interest in an "REO Property" under an applicable Lead PSA) remaining in the Lower-Tier REMIC as contemplated by clause (i) of the preceding paragraph by giving written notice to the other parties hereto no later than 60 days prior to the anticipated date of purchase; provided, however, that (i) the aggregate Stated Principal Balance of the Mortgage Loans at the time of such election is less than 1% of the Initial Trust Balance set forth in the Preliminary Statement, and (ii) no such Person shall have the right to effect such a purchase if, within 30 days following its delivery of a notice of election pursuant to this paragraph, any other such Person with a higher priority shall give notice of its election to purchase all of the Mortgage Loans and each REO Property (or beneficial interest in an "REO Property" under an applicable Lead PSA) remaining in the Lower-Tier REMIC and shall thereafter effect such purchase in accordance with the terms hereof. If the Trust Fund is to be terminated in connection with the Master Servicer's, the Special Servicer's, a Controlling Class Certificateholder's or the Depositor's purchase of all of the Mortgage Loans and each REO Property (or beneficial interest in an "REO Property" under an applicable Lead PSA) remaining in the Lower-Tier REMIC, the Master Servicer, the Special Servicer, such Controlling Class Certificateholder or the Depositor, as applicable, shall deliver to the Trustee not later than the fifth Business Day preceding the Distribution Date on which the final distribution on the Certificates is to occur: (x) for deposit in the Pool Custodial Account, an amount in immediately available funds equal to the above-described purchase price (provided, however, that if the Loan Group REO Properties are being purchased pursuant to the foregoing, the portion of the above-described purchase price allocable to such REO Property (or beneficial interest in an "REO Property" under an applicable Lead PSA) shall initially be deposited into the related Loan Group Custodial Account); and (y) an Opinion of Counsel, at the expense of the party effecting the purchase, stating that the termination of the Trust satisfies the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder. In addition, the Master Servicer shall transfer to the Distribution Account all amounts required to be transferred thereto on such Loan Group Remittance Date from the Pool Custodial Account or from the applicable Loan Group Custodial Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Pool Custodial Account or the applicable Loan Group Custodial Account that would otherwise be held for future distribution. Upon confirmation that such final deposits have been made, subject to Section 3.26, the Trustee shall release or cause to be released to the Master Servicer, the Special Servicer, the purchasing Controlling Class Certificateholder or the Depositor, as applicable, the Mortgage Files and the Servicing Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the purchasing Controlling Class Certificateholder or the Depositor, as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties to the Master Servicer, the Special Servicer, the purchasing Controlling Class Certificateholder or the Depositor (or their respective designees), as applicable. Any transfer of Mortgage Loans, except in the case of the Serviced Loan Group Trust Mortgage Loans, pursuant to this paragraph shall be on a servicing-released basis; and, if any Mortgage Loan purchased pursuant to this Section 9.01 is a Serviced Loan Group Trust Mortgage Loan, the release, endorsement or assignment of the documents constituting the related Mortgage File and Servicing File shall be in the manner contemplated by Section 3.26 hereof. Following the date on which the aggregate Certificate Principal Balance of the Registered Certificates is reduced to zero and the then outstanding Certificates (excluding the Residual Interest Certificates) are held by a single Certificateholder, such sole remaining Certificateholder (the "Sole Certificateholder") shall have the right, with the consent of the Master Servicer (acting in its sole discretion), to exchange all of its Certificates for all of the Mortgage Loans and each REO Property (or beneficial interest in an "REO Property" under an applicable Lead PSA) remaining in the Trust Fund as contemplated by clause (ii)(B) of the first paragraph of this Section 9.01(a), by giving written notice to all the parties hereto and the Companion Loan Noteholders no later than 60 days prior to the anticipated date of exchange; provided that no such exchange may occur if any of the remaining REO Properties (or beneficial interest in an "REO Property" under an applicable Lead PSA) relates to a Loan Group. Such Sole Certificateholder, not later than the fifth Business Day preceding the Distribution Date on which the final distribution on the Certificates is to occur, shall (i) deposit in the applicable Custodial Account an amount in immediately available funds equal to all amounts then due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent pursuant to Section 3.05(a) or Section 3.05A, as applicable, or that may be withdrawn from the Distribution Account pursuant to Section 3.05(b), but only to the extent that such amounts are not already on deposit in such Custodial Account and (ii) pay to the Trustee for its benefit an amount, in immediately available funds, equal to $5,000 (five thousand dollars). In addition, the Master Servicer shall transfer to the Distribution Account all amounts required to be transferred thereto on the related Master Servicer Remittance Date from the Pool Custodial Account pursuant to the first paragraph of Section 3.04(b). Upon confirmation that such final deposits have been made and following the surrender of all the Certificates on the final Distribution Date, the Trustee shall release or cause to be released to such Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and REO Properties (or beneficial interest in an "REO Property" under an applicable Lead PSA) and shall execute all assignments, endorsements and other instruments furnished to it by such Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties (or beneficial interest in an "REO Property" under an applicable Lead PSA) remaining in the Trust Fund. Thereafter, the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer and the Trustee (other than maintenance of books and records and the preparation and filing of final tax returns) and the Fiscal Agent shall terminate. Any transfer of the Mortgage Loans, except in the case of Loan Group Trust Mortgage Loans, pursuant to this paragraph shall be on a servicing released basis; and the release, endorsement or assignment of the documents constituting the related Mortgage File and Servicing File shall be in the manner contemplated by Section 3.26. For federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Trust Fund for an amount equal to the unpaid principal balance, plus accrued unpaid interest of the Mortgage Loans and the fair market value of any defaulted Mortgage Loans or REO Property (or beneficial interest in an "REO Property" under an applicable Lead PSA), without duplication of amounts deposited pursuant to the fourth preceding sentence of this paragraph, and such amounts shall be deemed to have been paid or distributed in accordance with Section 4.01. For purposes of this Section 9.01 and Section 9.02 and any Loan Group, (i) references to purchase of an REO Property or Properties shall mean purchase of the Trust Fund's interest in such REO Property or Properties and (ii) the Appraised Value of any REO Property refers to the Appraised Value of the Trust Fund's interest in such REO Property, which (1) in the case of a Loan Group that does not have any Pari Passu Companion Loans shall mean the lesser of (x) the Purchase Price of the related REO Mortgage Loan and (y) the Appraised Value of such REO Property and (2) with respect to a Loan Group comprised of one or more Pari Passu Companion Loans shall mean the lesser of (x) the Purchase Price of the related REO Mortgage Loan and (y) the Trust Fund's proportionate share of the Appraised Value of such REO Property without taking into account the interest of any related Subordinate Companion Loan. Notice of any termination shall be given promptly by the Trustee by letter to Certificateholders and the Companion Loan Noteholders mailed (a) if such notice is given in connection with the Depositor's, the Master Servicer's, the Special Servicer's or a Controlling Class Certificateholder's purchase of the Mortgage Loans and each REO Property remaining in the Lower-Tier REMIC, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates or (b) otherwise during the month of such final distribution on or before the eighth day of such month, in each case specifying (i) the Distribution Date upon which the Trust Fund will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein designated. The Trustee shall give such notice to the Master Servicer, the Special Servicer and the Depositor at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates such Certificateholder's Percentage Interest of that portion of the amounts then on deposit in the Distribution Account that are allocable to payments on the Class of Certificates so presented and surrendered. Amounts on deposit in the Distribution Account as of the final Distribution Date, exclusive of any portion thereof that would be payable to any Person in accordance with clauses (ii) through (viii) of Section 3.05(b), and further exclusive of any portion thereof that represents Prepayment Premiums and/or Yield Maintenance Charges, shall be allocated in the order of priority set forth in Section 4.01(a), in each case to the extent of remaining available funds. Any Prepayment Premiums and Yield Maintenance Charges on deposit in the Distribution Account as of the final Distribution Date (net of any Workout Fees and/or Liquidation Fees payable therefrom) shall be distributed among the Holders of the Class XP, Class XC, Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates in accordance with Section 4.01(b). Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee, directly or through an agent, shall take such reasonable steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any former Holder on any amount held in trust hereunder. If by the second anniversary of the delivery of such second notice, all of the Certificates shall not have been surrendered for cancellation, then, subject to applicable law, the Trustee shall distribute to the Class R-II Certificateholders all unclaimed funds and other assets which remain subject hereto. All actual distributions on the respective Classes of Certificates on the final Distribution Date in accordance with foregoing provisions of this Section 9.01 shall be deemed to have been distributed first from the Lower-Tier REMIC to the Upper-Tier REMIC in accordance with Section 4.01(i). Section 9.02 Additional Termination Requirements. (a) If the Depositor, any Controlling Class Certificateholder, the Special Servicer or the Master Servicer purchases all of the Mortgage Loans and each REO Property remaining in the Lower-Tier REMIC as provided in Section 9.01, the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Person effecting such purchase obtains at its own expense and delivers to the Trustee and the Tax Administrator, an Opinion of Counsel, addressed to the Trustee and the Tax Administrator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 9.02 will not result in an Adverse REMIC Event: (i) the Tax Administrator shall specify the first day in the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool pursuant to Treasury Regulations Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder as set forth in the Opinion of Counsel obtained pursuant to Section 9.01 from the party effecting the purchase of all the Mortgage Loans and REO Property remaining in the Lower-Tier REMIC; (ii) during such 90-day liquidation period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of the Lower-Tier REMIC to the Master Servicer, the purchasing Controlling Class Certificateholder, the Special Servicer or the Depositor, as applicable, for cash; and (iii) at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Certificateholders in accordance with Section 9.01 all cash on hand (other than cash retained to meet claims), and each REMIC Pool shall terminate at that time. (b) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Tax Administrator to specify the 90-day liquidation period for each REMIC Pool, which authorization shall be binding upon all successor Certificateholders. ARTICLE X ADDITIONAL TAX PROVISIONS Section 10.01 REMIC Administration. (a) The Tax Administrator shall elect to treat each REMIC Pool as a REMIC under the Code and, if necessary, under applicable state law. Such election will be made on Form 1066 or other appropriate federal or state Tax Returns for the taxable year ending on the last day of the calendar year in which the Certificates are issued. (b) The Uncertificated Lower-Tier Interests and the Regular Interest Certificates are hereby designated as "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Lower-Tier REMIC and the Upper-Tier REMIC, respectively. The Class R-I Certificates and the Class R-II Certificates are hereby designated as the single class of "residual interests" (within the meaning of Section 860G(a)(2) of the Code) in the Lower-Tier REMIC and the Upper-Tier REMIC, respectively. None of the Master Servicer, the Special Servicer or the Trustee shall (to the extent within its control) permit the creation of any other "interests" in the Lower-Tier REMIC or the Upper-Tier REMIC (within the meaning of Treasury regulation Section 1.860D-1(b)(1)). (c) The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. (d) The related Plurality Residual Interest Certificateholder as to the applicable taxable year is hereby designated as the Tax Matters Person of each REMIC Pool, and shall act on behalf of the related REMIC in relation to any tax matter or controversy and shall represent the related REMIC in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority; provided that the Tax Administrator is hereby irrevocably appointed to act and shall act (in consultation with the Tax Matters Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters Person for each REMIC Pool in the performance of its duties as such. (e) For purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the Rated Final Distribution Date is hereby designated the "latest possible maturity date" of each Class of Regular Interest Certificates and its Corresponding Uncertificated Lower-Tier Interest or Interests. (f) Except as otherwise provided in Section 3.18(a) and subsections (i) and (j) below, the Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to each REMIC Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the Trust Fund, unless otherwise provided in Section 10.01(i) or 10.01(j)). (g) Within 30 days after the Closing Date, the Tax Administrator shall obtain a taxpayer identification number on Form SS-4 for each REMIC Pool and prepare and file with the IRS Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for the Trust Fund. In addition, the Tax Administrator shall prepare, sign and file all of the other Tax Returns in respect of each REMIC Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to each REMIC Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.01. Without limiting the generality of the foregoing, the Depositor, within ten days following the Tax Administrator's request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, as to the valuations and issue prices of the Certificates, and the Tax Administrator's duty to perform its reporting and other tax compliance obligations under this Section 10.01 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (h) The Tax Administrator shall perform on behalf of each REMIC Pool all reporting and other tax compliance duties that are the responsibility of each such REMIC Pool under the Code, the REMIC Provisions or other compliance guidance issued by the IRS or any state or local taxing authority. Included among such duties, the Tax Administrator shall provide to: (i) any Transferor of a Residual Interest Certificate, such information as is necessary for the application of any tax relating to the transfer of a Residual Interest Certificate to any Person who is not a Permitted Transferee; (ii) the Certificateholders, such information or reports as are required by the Code or the REMIC Provisions, including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption as required hereunder); and (iii) the IRS, the name, title, address and telephone number of the Person who will serve as the representative of each REMIC Pool. (i) The Tax Administrator shall perform its duties hereunder so as to maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions (and the Trustee, the Master Servicer and the Special Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee's, the Master Servicer's or the Special Servicer's possession or control). None of the Tax Administrator, the Master Servicer, the Special Servicer, or the Trustee shall knowingly take (or cause either REMIC Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of either REMIC Pool as a REMIC, or (ii) except as provided in Section 3.18(a), result in the imposition of a tax upon either REMIC Pool (including, but not limited to, the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) or result in the imposition of a tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code (any such endangerment of REMIC status or, except as provided in Section 3.18(a), imposition of a tax, an "Adverse REMIC Event"), unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from acting for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse REMIC Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse REMIC Event could result from such action or failure to act. In addition, prior to taking any action with respect to either REMIC Pool, or causing either REMIC Pool to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicer and the Special Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund or the Trustee. At all times as may be required by the Code, the Tax Administrator shall make reasonable efforts to ensure that substantially all of the assets of each REMIC Pool will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. (j) If any tax is imposed on either REMIC Pool, including "prohibited transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, any taxes on contributions to either REMIC Pool after the Startup Day pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code or any applicable provisions of State or Local Tax laws (other than any tax permitted to be incurred by the Special Servicer pursuant to Section 3.18(a)), such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under this Section 10.01; (ii) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.01; (iii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.01; (iv) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under Article IV, Article VIII or this Section 10.01; or (v) the Trust Fund in all other instances. Any tax permitted to be incurred by the Special Servicer pursuant to Section 3.18(a) shall be charged to and paid by the Trust Fund. Any such amounts payable by the Trust Fund shall be paid by the Trustee upon the written direction of the Tax Administrator out of amounts on deposit in the Distribution Account in reduction of the Available Distribution Amount pursuant to Section 3.05(b). (k) The Tax Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC Pool on a calendar year and on an accrual basis. (l) Following the Startup Day, none of the Trustee, the Master Servicer and the Special Servicer shall accept any contributions of assets to either REMIC Pool unless it shall have received an Opinion of Counsel (at the expense of the party seeking to cause such contribution and in no event at the expense of the Trust Fund or the Trustee) to the effect that the inclusion of such assets in such REMIC Pool will not cause: (i) such REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; or (ii) the imposition of any tax on such REMIC Pool under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (m) None of the Trustee, the Master Servicer and the Special Servicer shall consent to or, to the extent it is within the control of such Person, permit: (i) the sale or disposition of any of the Mortgage Loans (except in connection with (A) the default or reasonably foreseeable material default of a Mortgage Loan, including, but not limited to, the sale or other disposition of a Mortgaged Property acquired by deed in lieu of foreclosure, (B) the bankruptcy of either REMIC Pool, (C) the termination of either REMIC Pool pursuant to Article IX of this Agreement, or (D) a purchase of Mortgage Loans pursuant to or as contemplated by Article II or III of this Agreement); (ii) the sale or disposition of any investments in the Pool Custodial Account or the Pool REO Account for gain; or (iii) the acquisition of any assets for either REMIC Pool (other than a Mortgaged Property acquired through foreclosure, deed in lieu of foreclosure or otherwise in respect of a defaulted Mortgage Loan and other than Permitted Investments acquired in connection with the investment of funds in the Pool Custodial Account or the Pool REO Account); in any event unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, or acquisition but in no event at the expense of the Trust Fund or the Trustee) to the effect that such sale, disposition, or acquisition will not cause: (x) either REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; or (y) the imposition of any tax on either REMIC Pool under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (n) Except as permitted by Section 3.18(a), none of the Trustee, the Master Servicer and the Special Servicer shall enter into any arrangement by which either REMIC Pool will receive a fee or other compensation for services nor permit either REMIC Pool to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment. (a) This Agreement may be amended from time to time by the mutual agreement of the parties hereto, without the consent of any of the Certificateholders or the Companion Loan Noteholders, (i) to cure any ambiguity, (ii) to correct, modify or supplement any provision herein which may be inconsistent with any other provision herein or with the description thereof in the Prospectus or the Prospectus Supplement, (iii) to add any other provisions with respect to matters or questions arising hereunder which shall not be inconsistent with the existing provisions hereof, (iv) to relax or eliminate any requirement hereunder imposed by the REMIC Provisions if the REMIC Provisions are amended or clarified such that any such requirement may be relaxed or eliminated, (v) to relax or eliminate any requirement imposed by the Securities Act or the rules thereunder if the Securities Act or those rules are amended or clarified so as to allow for the relaxation or elimination of that requirement; (vi) as evidenced by an Opinion of Counsel delivered to the Master Servicer, the Special Servicer and the Trustee, either (A) to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax laws or any such proposed action which, if made effective, would apply retroactively to either of the REMIC Pools at least from the effective date of such amendment, or (B) to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would arise from any actions taken with respect to the operation of either REMIC Pool; or (vii) as provided in Section 5.02(d)(iv) to modify, add to or eliminate any of the provisions of Section 5.02(d)(i), (ii) or (iii); (viii), to otherwise modify or delete existing provisions of this Agreement; provided that such amendment (other than any amendment for any of the specific purposes described in clauses (i), (ii), (iv), (v), (vi) and (vii) above) shall not adversely affect in any material respect the interests of any Certificateholder or the Companion Loan Noteholders, as evidenced by either an Opinion of Counsel delivered to the Trustee and each other party hereto to such effect or, in the case of a Class of Certificates or a Class of Companion Loan Securities to which a rating has been assigned by one or more Rating Agencies, written confirmation from each applicable Rating Agency to the effect that such amendment shall not result in an Adverse Rating Event with respect to such Class of Certificates or Companion Loan Securities; and provided, further, that such amendment shall not significantly change the activities of the Trust; and provided, further, that no amendment may be made that changes in any manner the obligations or rights of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller. In addition, in the event that one but not both of the two Mortgage Notes evidencing either the North Star Mall Mortgage Loan or the Mall St. Matthews Mortgage Loan are repurchased by either Commerzbank or GSMC, this Agreement may be amended (at the expense of the party requesting such amendment), without the consent of any Certificateholder, to add or modify provisions relating to the related Companion Loans for purposes of the servicing and administration of the repurchased Mortgage Notes, provided that the amendment will not adversely affect in any material respect the interests of the Certificateholder, as evidenced by each Rating Agency by a written confirmation (obtained at the expense of the party that repurchases such Mortgage Note) that such amendment would not, in and of itself, cause an Adverse Rating Event with respect to any Class of Certificates. Prior to the effectiveness of such amendment, in the event that one but not both of the Mortgage Notes with respect to either the North Star Mall Mortgage Loan or the Mall St. Matthews Mortgage Loan are repurchased, the terms of Section 3.29 shall govern the servicing and administration of such Mortgage Loan. (b) This Agreement may also be amended from time to time by the agreement of the parties hereto with the consent of the Holders of Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the affected Classes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received or advanced on Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate, or which are required to be distributed to the Companion Loan Noteholders, without the consent of the affected Companion Loan Noteholders, (ii) adversely affect in any material respect the interests of the Holders of any Class of Certificates or the interests of the Companion Loan Noteholders in a manner other than as described in the immediately preceding clause (i) without the consent of the Holders of all Certificates of such Class or the consent of the affected Companion Loan Noteholders, as the case may be, (iii) significantly change the activities of the Trust without the consent of the Holders of Certificates entitled to 51% of all the Voting Rights (without regard to Certificates held by the Depositor or any of the Depositor's Affiliates and/or agents), (iv) modify the provisions of this Section 11.01, without the consent of the Holders of all Certificates then outstanding and the consent of the affected Companion Loan Noteholders, (v) modify the provisions of Section 3.21 or the Servicing Standard, without the consent of the Holders of all Regular Interest Certificates then outstanding and the consent of the Companion Loan Noteholders, or (vi) modify the specified percentage of Voting Rights which are required to be held by Certificateholders to consent or not to object to any particular action pursuant to any provision of this Agreement without the consent of the Holders of all Certificates then outstanding or modify the rights of the Companion Loan Noteholders to consent or not object to any particular action pursuant to any provision of this Agreement without the consent of all affected Companion Loan Noteholders. Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 11.01(b), Certificates registered in the name of any party hereto or any Affiliate thereof shall be entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates, so long as the subject amendment does not relate to increasing its rights or reducing or limiting its obligations hereunder as a party to this Agreement. (c) Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall first have obtained or been furnished with an Opinion of Counsel (at the expense of the party seeking such amendment) addressed to the Trustee and each other party hereto, to the effect that (i) such amendment or the exercise of any power granted to the Trustee, the Master Servicer or the Special Servicer in accordance with such amendment will not result in the imposition of a tax on either REMIC Pool pursuant to the REMIC Provisions, cause either REMIC Pool to fail to qualify as a REMIC and (ii) such amendment complies in all material respects with the provisions of this Section 11.01. (d) Promptly after the execution of any such amendment, the Trustee shall send electronically (and make available on its website) a copy thereof to each Certificateholder and the Companion Loan Noteholders. (e) It shall not be necessary for the consent of Certificateholders or the affected Companion Loan Noteholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders or the affected Companion Loan Noteholders shall be subject to such reasonable regulations as the Trustee may prescribe. (f) Each of the Master Servicer, the Special Servicer and the Trustee may but shall not be obligated to enter into any amendment pursuant to this Section that affects its rights, duties and immunities under this Agreement or otherwise. (g) The cost of any Opinion of Counsel to be delivered pursuant to Section 11.01(a) or (c) shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Special Servicer or the Trustee requests any amendment of this Agreement that protects or is in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 11.01(a) or (c) shall be payable out of the Pool Custodial Account, in the case of the Master Servicer and the Special Servicer, pursuant to Section 3.05(a), or out of the Distribution Account, in the case of the Trustee, pursuant to Section 3.05(b). Section 11.02 Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer at the expense of the Trust Fund, but only upon direction accompanied by an Opinion of Counsel (the cost of which may be paid out of the Pool Custodial Account pursuant to Section 3.05(a) or, to the extent that it benefits the Companion Loan Noteholders, out of the related Loan Group Custodial Account pursuant to Section 3.05(A)(a)) to the effect that such recordation materially and beneficially affects the interests of the Certificateholders and/or the Companion Loan Noteholders; provided, however, that the Trustee shall have no obligation or responsibility to determine whether any such recordation of this Agreement is required. (b) For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Section 11.03 Limitation on Rights of Certificateholders and the Companion Loan Noteholders. (a) The death or incapacity of any Certificateholder or any Companion Loan Noteholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's or such Companion Loan Noteholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) The Certificateholders and the Companion Loan Noteholders (except as expressly provided for herein) shall not have any right to vote or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders and/or the Companion Loan Noteholders from time to time as partners or members of an association; nor shall any Certificateholder or Companion Loan Noteholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) Neither any of the Certificateholders nor the Companion Loan Noteholders shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement or any Loan, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such Person previously shall have given to the Trustee a written notice of default hereunder, and of the continuance thereof, as hereinbefore provided, and unless also (except in the case of a default by the Trustee) the Holders of Certificates entitled to at least 25% of the Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 11.04 Governing Law; Consent to Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York, applicable to agreements negotiated, made and to be performed entirely in said state. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction of any New York State and federal courts sitting in New York City with respect to matters arising out of or relating to this Agreement; (ii) agrees that all claims with respect to such action or proceeding may be heard and determined in such New York State or federal courts; (iii) waives the defense of an inconvenient forum; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Section 11.05 Notices. Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given when delivered to: (i) in the case of the Depositor, Greenwich Capital Commercial Funding Corp., 600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Perry Gershon, Telecopy No.: (203) 618-2134 with a copy to Paul Stevelman, Esq., Telecopy No.: (203) 618-2132; (ii) in the case of the Master Servicer, GMAC Commercial Mortgage Corporation, 200 Witmer Road, Horsham, Pennsylvania 19044, Attention: Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust Series 2005-GG3; facsimile number: (215) 328-1259; (iii) in the case of the Special Servicer, GMAC Commercial Mortgage Corporation, 550 California Street, San Francisco, California 94104, Attention: Henry Bieber, facsimile number: (415) 391-2949, with a copy to General Counsel, facsimile number: (215) 328-3620; (iv) in the case of the Trustee, LaSalle Bank National Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global Securitization Trust Services Group--Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust Series 2005-GG3, facsimile number: (312) 904-2084; (v) in the case of the Fiscal Agent, ABN AMRO Bank N.V., 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global Securitization Trust Services Group--Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust Series 2005-GG3, facsimile number: (312) 904-2084; (vi) in the case of the Underwriters, (A) Greenwich Capital Markets, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Perry Gershon, Telecopy No.: (203) 618-2134 with a copy to Paul Stevelman, Esq., Telecopy No.: (203) 618-2132; (B) Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: Rolf Edwards, Telecopy No.: (212) 346-3594, with a copy to: David Stiepleman, Esq., Telecopy No.: (212) 428-3141; (C) Banc of America Securities LLC, 214 North Tryon Street, NC1-027-21-02, Charlotte, NC 28255, Attention: Christopher D. Farwell, Telecopy No.: (704) 387-0867; (D) Credit Suisse First Boston LLC, 11 Madison Avenue, New York, NY 10010, Attention: Debra Huddleston, with a telecopy to Casey McCutcheon, Esq., Legal Compliance Department, Telecopy No.: (917) 326-7805; (E) Wachovia Capital Markets, LLC, 301 S. College Street NC0166, Charlotte, NC 28288, Attention: Royer Culp, with a copy to Elizabeth Stinson, Telecopy No.: (704) 715-0066; and (F) Bear, Stearns Co. Inc. 383 Madison Avenue, New York, New York 10179, Attention: Richard Ruffer, Telecopy No.: (973) 463-5293, with a copy to Joseph Jurkowski, Esq., Telecopy No.: (917) 849-1179; (vii) in the case of the Rating Agencies, (A) Standard & Poor's Rating Services, a division of the McGraw-Hill Companies, Inc., 55 Water Street, 10th Floor, New York, New York 10004, Attention: CMBS Surveillance Department, Telecopy No.: (212) 438-2662; and (B) Moody's Investors Service, Inc., 99 Church Street, New York, New York, Attention: CMBS-Monitoring, Telecopy No.: (212) 553-1350; (viii) in the case of the Companion Loan Noteholders, to their addresses as set forth in or notified to the parties hereto pursuant to, the related Co-Lender Agreement; (ix) in the case of the initial Controlling Class Directing Holder, Cadim TACH, Inc. c/o CDP Capital Real Estate Advisors, CDP Capital Center, 1000 Jean-Paul-Rjopelle Place, Suite A-300, Montreal, Quebec H2Z 2B6, Canada, Attention: Corporate Secretary, with a copy to CWCapital Investments, LLC, 5000 Birch Street, East Wing, Suite 150, Newport Beach, California 92660, Attention: Tom Nolan and CWCapital Investments, LLC, 5956 Sherry Lane, Suite 1201, Dallas, Texas, Attention: Nancy Bennett (with a copy to be sent by email); and (x) in the case of the Mortgage Loan Sellers, (A) Greenwich Capital Financial Products, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Perry Gershon, Telecopy No.: (203) 618-2134, with a copy to Paul Stevelman, Esq., Telecopy No.: (203) 618-2132; (B) Goldman Sachs Mortgage Company, 85 Broad Street, New York, New York 10004, Attention: Rolf Edwards, Telecopy No.: (212) 346-3594, with a copy to: David Stiepleman, Esq., Telecopy No.: (212) 428-3141; and (C) Commerzbank AG, New York Branch, 2 World Financial Center, New York, New York 10281, Attention: Anthony J. Tuffy, Telecopy No.: (212) 266-7565, with a copy to Dechert LLP, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, Pennsylvania 19103, Attention: David W. Forti, Esq., Telecopy No.: (215) 994-2222; or, as to each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as shown in the Certificate Register. Section 11.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof. Section 11.07 Grant of a Security Interest. The Depositor and the Trustee agree that it is their intent that the conveyance of the Depositor's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor and the Trustee agree that it is their intent that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intend and agree that, in such event, (i) in order to secure performance of the Depositor's obligations hereunder and payment of the Certificates, the Depositor shall be deemed to have granted, and does hereby grant, to the Trustee (in such capacity) a first priority security interest in the Depositor's entire right, title and interest in and to the assets constituting the Trust Fund, including the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than principal and interest payments due and payable prior to the Cut-off Date and any Principal Prepayments received on or prior to the Cut-off Date), all amounts held from time to time in the Pool Custodial Account, the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established, the Pool REO Account and any and all reinvestment earnings on such amounts, and all of the Depositor's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. Section 11.08 Streit Act. Any provisions required to be contained in this Agreement by Section 126 of Article 4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred or imposed by this Agreement; provided, however, that to the extent that such Section 126 shall not have any effect, and if said Section 126 should at any time be repealed or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 shall cease to have any further effect upon the provisions of this Agreement. In case of a conflict between the provisions of this Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article 4-A shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at any time be repealed, or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further effect upon the provisions of this Agreement. Section 11.09 Successors and Assigns; Beneficiaries. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders. Each Underwriter shall be a third party beneficiary to this Agreement solely with respect to its right to receive the reports, statements and other information to which it is entitled hereunder, to preserve such Underwriter's rights under Sub-Servicing Agreements as contemplated by Section 3.23(d) and, in the case of a Mortgage Loan Seller, to terminate the Trust Fund pursuant to Section 9.01. Each of the Sub-Servicers that is a party to a Sub-Servicing Agreement in effect on the Closing Date (or being negotiated as of the Closing Date and in effect within 90 days thereafter) shall be a third party beneficiary to obligations of a successor Master Servicer under Section 3.23, provided that the sole remedy for any claim by a Sub-Servicer as a third party beneficiary pursuant to this Section 11.09 shall be against a successor Master Servicer solely in its corporate capacity and no Sub-Servicer shall have any rights or claims against the Trust Fund or any party hereto (other than a successor Master Servicer in its corporate capacity as set forth in this Section 11.09) as a result of any rights conferred on such Sub-Servicer as a third party beneficiary pursuant to this Section 11.09. The Companion Loan Noteholders and any designees thereof acting on behalf of or exercising the rights of the Companion Loan Noteholders shall be third-party beneficiaries to this Agreement with respect to their rights as specifically provided for herein. Each Lead Master Servicer, Lead Special Servicer, Lead Trustee and Lead Fiscal Agent shall be third party beneficiaries to this Agreement solely with respect to (i) the reimbursement of nonrecoverable advances made by such party under the Lead PSA, as provided in Section 3.05 hereof and (ii) the indemnification of the Lead Master Servicer, Lead Trustee, Lead Fiscal Agent and Lead Special Servicer, as provided in Section 6.03. Any Subsequent Master Servicer, Subsequent Trustee and Subsequent Fiscal Agent shall be a third party beneficiary to this Agreement solely with respect to the recoverability of any back-up P&I Advances pursuant to Section 3.05A, and to the extent required under the related Co-Lender Agreement. Each of the Master Servicer and the Special Servicer acknowledges that upon the securitization of a Serviced Pari Passu Companion Loan, the Subsequent Trustee will be the owner of such Mortgage Note and that, pursuant to the Subsequent PSA, the Subsequent Master Servicer will be entitled to enforce the rights of the Subsequent Trustee with respect to such Loan under the related Co-Lender Agreement and this Agreement. In the event that one, but not both, of the Mortgage Notes with respect to either the Mall St. Matthews Mortgage Loan or the North Star Mall Mortgage Loan are repurchased, the holder of the repurchased Mortgage Note shall be a third party beneficiary of this Agreement to the same extent as if they were Companion Loan Noteholders, as contemplated by Section 3.29. This Agreement may not be amended in any manner that would adversely affect the rights of any such third party beneficiary without its consent. No other Person, including any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement. Section 11.10 Article and Section Headings. The Article and Section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. Section 11.11 Notices to Rating Agencies. (a) The Trustee shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) any material change or amendment to this Agreement; (ii) the occurrence of any Event of Default that has not been cured; (iii) the resignation or termination of the Fiscal Agent, the Master Servicer or the Special Servicer; (iv) the repurchase of Mortgage Loans by the applicable Mortgage Loan Seller pursuant to Section 2.03; (v) any change in the location of the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account; (vi) the final payment to any Class of Certificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Trustee; and (ii) any change in the location of any Custodial Account. (c) The Special Servicer shall furnish each Rating Agency with respect to a Specially Serviced Loan such information as the Rating Agency shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law, with copies to the Trustee. (d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of the following items: (i) each of its annual statements as to compliance described in Section 3.14; (ii) each of its annual independent public accountants' servicing reports described in Section 3.15; and (iii) any Officer's Certificate delivered by it to the Trustee pursuant to Section 3.12(d), 4.03(c) or 4.03A(c). (e) The Trustee shall (i) make available to each Rating Agency, upon reasonable notice, the items described in Section 8.14(b) and (ii) promptly deliver to each Rating Agency a copy of any notices given pursuant to Section 7.03(a) or Section 7.03(b). (f) The Trustee shall promptly deliver to each Rating Agency a copy of each of the statements and reports described in Section 4.02(a) that is prepared by it. (g) Each of the Trustee, the Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent such party possesses such information, as such Rating Agency shall reasonably request. Section 11.12 Global Opinions. Notwithstanding anything herein to the contrary, where any party hereto is required or permitted to rely upon an Opinion of Counsel with respect to any particular matter, such Opinion of Counsel need not specifically reference such particular matter, but rather such Opinion of Counsel may address general matters of law in respect of nonspecific circumstances which clearly encompass the facts of such particular matter (any such Opinion of Counsel, a "Global Opinion"); provided that no Global Opinion may be relied upon if it is more than 12 months old or if the subject party has reason to believe that such Global Opinion no longer expresses a correct legal opinion. Section 11.13 Complete Agreement. This Agreement embodies the complete agreement among the parties and may not be varied or terminated except by a written agreement conforming to the provisions of Section 11.01. All prior negotiations or representations of the parties are merged into this Agreement and shall have no force or effect unless expressly stated herein. IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day and year first above written. GREENWICH CAPITAL COMMERCIAL FUNDING CORP., Depositor By: /s/ Andrew Snow ------------------------------------ Name: Andrew Snow ------------------------------- Title: Vice President ------------------------------ GMAC COMMERCIAL MORTGAGE CORPORATION, Master Servicer By: /s/ Karen Repeckyj ------------------------------------ Name: Karen Repeckyj ------------------------------- Title: Vice President ------------------------------ GMAC COMMERCIAL MORTGAGE CORPORATION, Special Servicer By: /s/ John Maute ------------------------------------ Name: John Maute ------------------------------- Title: EVP ------------------------------ LASALLE BANK NATIONAL ASSOCIATION, Trustee By: /s/ Susan L. Abbott ------------------------------------ Name: Susan L. Abbott ------------------------------- Title: Assistant Vice President ------------------------------ ABN AMRO BANK N.V., Fiscal Agent By: /s/ Brian D. Ames ------------------------------------ Name: Brian D. Ames ------------------------------- Title: First Vice President ------------------------------ By: /s/ Cynthia Reis ------------------------------------ Name: Cynthia Reis ------------------------------- Title: Sr. Vice President ------------------------------ STATE OF CONNECTICUT ) ) ss.: GREENWICH COUNTY OF FAIRFIELD ) On the 8th day of February, 2005, before me, a notary public in and for said State, personally appeared Andrew Snow, known to me to be a Vice President of Greenwich Capital Commercial Funding Corp., one of the entities that executed the within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. /s/ Erica L. Evelti ---------------------------------------- Notary Public STATE OF PENNSYLVANIA ) ) ss.: COUNTY OF MONTGOMERY ) On the 10th day of February, 2005, before me, a notary public in and for said State, personally appeared Karen A. Repeckyj, known to me to be a Vice President of GMAC Commercial Mortgage Corporation, one of the entities that executed the within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. /s/ Amy M. Jesberger --------------------------------------- Notary Public STATE OF CALIFORNIA ) ) ss.: COUNTY OF CONTRA COSTA ) On the 4th day of February, 2005, before me, a notary public in and for said State, personally appeared John Maute, known to me to be a Executive Vice President of GMAC Commercial Mortgage Corporation, one of the entities that executed the within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. /s/ Robyn M. Vopnford --------------------------------------- Notary Public [Notarial Seal] STATE OF ILLINOIS ) ) ss.: COUNTY OF COOK ) On the 10th day of February, 2005, before me, a notary public in and for said State, personally appeared Susan L. Abbott, known to me to be a Asst. Vice President of LaSalle Bank National Association, one of the entities that executed the within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. /s/ Diane O'Neal --------------------------------------- Notary Public STATE OF ILLINOIS ) ) ss.: COUNTY OF COOK ) On the 10th day of February, 2005, before me, a notary public in and for said State, personally appeared Brian D. Ames and Cynthia Reis, known to me to be a First Vice President and Senior Vice President, respectively, of ABN AMRO Bank N.V., one of the entities that executed the within instrument, and also known to me to be the persons who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. /s/ Diane O'Neal --------------------------------------- Notary Public SCHEDULE I MORTGAGE LOAN SCHEDULE
GCCFC 05-GG3 Loan ID GCFP Control_Number GCFP Loan ID Loan Name 1 00-1001130 00-1001130 North Star Mall 2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian 3 04-0773 04-0773 1440 Broadway 4 00-1001129 00-1001129 The Crescent 5 00-1001131 00-1001131 498 Seventh Avenue 6 00-1001132 00-1001132 Mall St. Matthews 7 09-0002005 09-0002005 Westin Kierland 8 04-0662 04-0662 Shops at Wailea 9 04-0975 04-0975 Waikiki Galleria 10 04-1136 04-1136 Place Properties Portfolio 10.01 04-1136 04-1136 Clayton Place 10.02 04-1136 04-1136 River Place 10.03 04-1136 04-1136 Jacksonville Place 10.04 04-1136 04-1136 Troy Place 10.05 04-1136 04-1136 Martin Place 10.06 04-1136 04-1136 Cape Place 10.07 04-1136 04-1136 Clemson Place 10.08 04-1136 04-1136 Macon Place 10.09 04-1136 04-1136 Murray Place 11 04-1007 04-1007 1700 Market Street 12 04-0140 04-0140 2040 Main Street 13 00-1001133 00-1001133 Doral Arrowwood Hotel 14 04-1247 04-1247 1370 Avenue of the Americas 15 04-1228 04-1228 One South Street 16 04-0744 04-0744 South Park Mall 17 04-0449 04-0449 Village at Orange 18 04-0826 04-0826 Mayfaire Town Center 19 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio 19.01 04-0829 04-0829 Park Tower 19.02 04-0829 04-0829 801 Civic Center Drive 19.03 04-0829 04-0829 Transit Tower 20 09-0001999 09-0001999 Atlanta Decorative Arts Center 21 04-1347 04-1347 Hilton Nashville Downtown 22 04-1143 04-1143 3100 Thornton 23 09-0001980 09-0001980 Lake Arrowhead Village 24 04-1435 04-1435 Olathe Station 25 09-0001968 09-0001968 One Financial Plaza 26 04-0917 04-0917 Executive Campus 27 04-0551 04-0551 1341 G Street 28 09-0001954 09-0001954 FAA Building 29 04-1086 04-1086 Hyatt Regency Albuquerque 30 09-0001950 09-0001950 Groton Estates 31 09-0001974 09-0001974 Champions of the West Tower 32 04-1059 04-1059 Irvine Technology Center-I 33 04-0276 04-0276 2470 Highcrest Road 34 04-1229 04-1229 Lee Farm Corporate Center 35 04-1085 04-1085 Mills Pointe/Arapahoe Village Portfolio 35.01 04-1085 04-1085 Mills Pointe 35.02 04-1085 04-1085 Arapaho Village 36 03-0873 03-0873 St Louis Place 37 04-1158 04-1158 Portofino Plaza 38 04-0904 04-0904 500 East 84th Avenue 39 04-1157 04-1157 Piazza Del Sol 40 04-0787 04-0787 Hotel Burnham 41 04-0862 04-0862 Magnolia Village 42 09-0002018 09-0002018 1355 Beverly Road 43 04-0948 04-0948 Capitol Center 44 04-0809 04-0809 Seattle Tower 45 09-0002020 09-0002020 Marketplace at Kapolei 46 04-0945 04-0945 New Loudon Center 47 09-0002006 09-0002006 H.H. Gregg Retail Portfolio 47.01 09-0002006C 09-0002006C Clarksville Commons 47.02 09-0002006B 09-0002006B East Washington Street 47.03 09-0002006A 09-0002006A U.S. 31 South 48 04-0522 04-0522 North Mountain Village Apartments 49 04-1290 04-1290 Prospect Place Office 50 04-0889 04-0889 Radisson Metrodome 51 04-0778 04-0778 Waynechester Plaza 52 04-0747 04-0747 Dack Portfolio 52.01 04-0747 04-0747 Energy Park I & II 52.02 04-0747 04-0747 Maryland Way 53 04-0731 04-0731 711 Atlantic Avenue 54 04-0857 04-0857 The Plaza at Encinitas Ranch 55 09-0001973 09-0001973 University Plaza 56 09-0001985 09-0001985 Wells Fargo Building 57 04-0794 04-0794 Fremont Moreno Center 58 04-0311 04-0311 Pleasant Valley 59 09-0001951 09-0001951 25 Melville Road 60 09-0001981 09-0001981 Village Shopping Center 61 09-0001953 09-0001953 Casas Adobes Plaza 62 09-0001991 09-0001991 Shoppes at Letson Farms 63 09-0002002 09-0002002 Bloomfield Park Gateway Center 64 09-0002012 09-0002012 Hollidaysburg Manor Apts 65 04-1205 04-1205 Northfield Commons 66 04-0282 04-0282 Fairfield Office Portfolio 66.01 04-0282 04-0282 777 Commerce Drive 66.02 04-0282 04-0282 1375 Kings Highway East 67 09-0001960 09-0001960 Prairie Glen Medical Office Buildings B and C 68 04-1073 04-1073 1420 Harbor Bay Parkway 69 04-0970 04-0970 Hampton Inn Camarillo 70 09-0001944 09-0001944 Toringdon II 71 09-0001912 09-0001912 Health Park 72 04-0928 04-0928 Pasadena Collection 73 04-1255 04-1255 Towneplace Suites by Marriott, San Jose 74 09-0002003 09-0002003 Sunset Plaza 75 04-0648 04-0648 Eastwind Shopping Center 76 09-0001992 09-0001992 Centra Point I 77 09-0001915 09-0001915 Intracorp Building 78 09-0001914 09-0001914 Walden Park 79 04-1142 04-1142 Quail Vista 80 09-0002013 09-0002013 Westwood Plaza 81 09-0001956 09-0001956 Northdale Plaza 82 04-1282 04-1282 Polaris Retail Center 83 09-0002004 09-0002004 Robert Morris Building 84 09-0001936 09-0001936 The Highlands of East Ellijay 85 09-0001947 09-0001947 Fleetwood Office Park 86 09-0001977 09-0001977 Bayshore Center 87 09-0001959 09-0001959 Prairie Glen Medical Office Building A 88 09-0001997 09-0001997 Highlands Shopping Center 89 04-1234 04-1234 Eagle Mountain Shopping Center 90 09-0001922 09-0001922 Rivers Bend East 91 04-0730 04-0730 6312 Nagle Avenue 92 04-1263 04-1263 Laguna Plaza 93 04-0937 04-0937 Pacific Pointe 94 09-0001988 09-0001988 5000 Blazer Memorial Parkway 95 09-0002008 09-0002008 Tracy Plaza Four 96 04-0029 04-0029 Sopra Centre 97 09-0001993 09-0001993 Centra Point V 98 09-0001969 09-0001969 Harbor Medical Office 99 04-0776 04-0776 Corporate Exchange Center 100 04-0982 04-0982 100 Bank Street 101 09-0002011 09-0002011 Ruffin Road Industrial 102 09-0001957 09-0001957 6801 Building 103 09-0001987 09-0001987 9480 Warner Ave 104 09-0001998 09-0001998 Pell City Shopping Center 105 09-0002007 09-0002007 Trinity Corporate Park 106 04-1043 04-1043 Smart & Final Center 107 09-0001996 09-0001996 Milestone Shopping Center 108 04-1185 04-1185 Peachtree City Marketplace 109 09-0002019 09-0002019 Palmer Park Shopping Center 110 09-0001942 09-0001942 Bond Street Office 111 04-0738 04-0738 Quail Corners South 112 04-0997 04-0997 Rockwest I 113 09-0001952 09-0001952 Westpoint Industrial 114 09-0002009 09-0002009 Wednesbury Medical Office 115 04-1140 04-1140 Parkway Commons Office Building 116 09-0002024 09-0002024 Southpointe Plaza 117 04-0944 04-0944 Vestridge Commons 118 03-0617 03-0617 Eastgate Center 119 09-0001976 09-0001976 Grove Medical Center 120 09-0001971 09-0001971 Mountain View Plaza 121 03-0655 03-0655 Northpark One 122 09-0001995 09-0001995 Smoky Hill Shopping Center 123 09-0001958 09-0001958 5700 Building 124 04-1135 04-1135 Walgreens Pleasant Hill 125 09-0001975 09-0001975 Hartland Village Shopping Center 126 04-0737 04-0737 Quail Corners South - Phase III 127 04-1265 04-1265 Arbo Portfolio 127.01 04-1265 04-1265 440 West 5th Street 127.02 04-1265 04-1265 1254 East 1st Street 128 09-0001948 09-0001948 Montgomery Crossing SC 129 09-0001972 09-0001972 Safeway Store - Pueblo West 130 04-0620 04-0620 Wood River Mini Storage 131 09-0001970 09-0001970 Lowe's Plaza Shopping Center 132 09-0001989 09-0001989 Village at Ontario Center 133 04-0733 04-0733 Plaza El Portal 134 09-0002014 09-0002014 Anderson Crossing Shopping Center 135 04-1078 04-1078 Clearview Parkway Shopping Center 136 04-1115 04-1115 Brookside Building 137 04-0906 04-0906 826 South Hobart Boulevard 138 04-0816 04-0816 CVS, Lancaster 139 09-0001979 09-0001979 Prairie Towne Square Apartments 140 04-0740 04-0740 Quail Court 141 04-0909 04-0909 12407 Sowden Road 142 04-0736 04-0736 689 Sierra Rose Drive 2-C 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian 3-C 04-0773 04-0773 1440 Broadway 8-C 04-0662 04-0662 Shops at Wailea 12-C 04-0140 04-0140 2040 Main Street 14-C 04-1247 04-1247 1370 Avenue of the Americas 19-C 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio 70-C 09-0001944 09-0001944 Toringdon II GCCFC 05-GG3 General Property Loan ID Property Name Type Detailed Property Type 1 Property Name Retail Regional Mall 2 Grand Canal Shoppes at the Venetian Retail Regional Mall 3 1440 Broadway Office General Urban 4 The Crescent Office General Urban 5 498 Seventh Avenue Office General Urban 6 Mall St. Matthews Retail Regional Mall 7 Westin Kierland Hospitality Full Service 8 Shops at Wailea Retail Regional Mall 9 Waikiki Galleria Office General Urban 10 Place Properties Portfolio 10.01 Clayton Place Multifamily Student Housing 10.02 River Place Multifamily Student Housing 10.03 Jacksonville Place Multifamily Student Housing 10.04 Troy Place Multifamily Student Housing 10.05 Martin Place Multifamily Student Housing 10.06 Cape Place Multifamily Student Housing 10.07 Clemson Place Multifamily Student Housing 10.08 Macon Place Multifamily Student Housing 10.09 Murray Place Multifamily Student Housing 11 1700 Market Street Office General Urban 12 2040 Main Street Office General Suburban 13 Doral Arrowwood Hotel Hospitality Full Service 14 1370 Avenue of the Americas Office General Urban 15 One South Street Office General Urban 16 South Park Mall Retail Regional Mall 17 Village at Orange Retail Regional Mall 18 Mayfaire Town Center Retail Regional Mall 19 Birtcher/Charlesbank Office Portfolio 19.01 Park Tower Office General Urban 19.02 801 Civic Center Drive Office General Urban 19.03 Transit Tower Office General Urban 20 Atlanta Decorative Arts Center Office General Urban 21 Hilton Nashville Downtown Hospitality Full Service 22 3100 Thornton Office General Suburban 23 Lake Arrowhead Village Retail Anchored 24 Olathe Station Retail Anchored 25 One Financial Plaza Office General Urban 26 Executive Campus Office General Suburban 27 1341 G Street Office General Urban 28 FAA Building Office General Suburban 29 Hyatt Regency Albuquerque Hospitality Full Service 30 Groton Estates Multifamily Garden 31 Champions of the West Tower Office General Suburban 32 Irvine Technology Center-I Office R & D 33 2470 Highcrest Road Office General Suburban 34 Lee Farm Corporate Center Office General Suburban 35 Mills Pointe/Arapahoe Village Portfolio 35.01 Mills Pointe Retail Anchored 35.02 Arapaho Village Retail Anchored 36 St Louis Place Office General Urban 37 Portofino Plaza Office General Suburban 38 500 East 84th Avenue Office General Suburban 39 Piazza Del Sol Office General Urban 40 Hotel Burnham Hospitality Full Service 41 Magnolia Village Office General Urban 42 1355 Beverly Road Office General Suburban 43 Capitol Center Office General Urban 44 Seattle Tower Office General Urban 45 Marketplace at Kapolei Retail Shadow Anchored 46 New Loudon Center Retail Anchored 47 H.H. Gregg Retail Portfolio 47.01 Clarksville Commons Retail Anchored 47.02 East Washington Street Retail Anchored 47.03 U.S. 31 South Retail Anchored 48 North Mountain Village Apartments Multifamily Garden 49 Prospect Place Office Office General Suburban 50 Radisson Metrodome Hospitality Full Service 51 Waynechester Plaza Retail Anchored 52 Dack Portfolio 52.01 Energy Park I & II Office General Suburban 52.02 Maryland Way Office General Suburban 53 711 Atlantic Avenue Office General Urban 54 The Plaza at Encinitas Ranch Retail Shadow Anchored 55 University Plaza Retail Anchored 56 Wells Fargo Building Office General Urban 57 Fremont Moreno Center Retail Unanchored 58 Pleasant Valley Office General Suburban 59 25 Melville Road Office General Suburban 60 Village Shopping Center Retail Anchored 61 Casas Adobes Plaza Retail Anchored 62 Shoppes at Letson Farms Retail Anchored 63 Bloomfield Park Gateway Center Retail Anchored 64 Hollidaysburg Manor Apts Multifamily Garden 65 Northfield Commons Retail Anchored 66 Fairfield Office Portfolio 66.01 777 Commerce Drive Office General Suburban 66.02 1375 Kings Highway East Office General Suburban 67 Prairie Glen Medical Office Buildings B and C Office Medical 68 1420 Harbor Bay Parkway Office General Suburban 69 Hampton Inn Camarillo Hospitality Limited Service 70 Toringdon II Office General Suburban 71 Health Park Office Medical 72 Pasadena Collection Retail Unanchored 73 Towneplace Suites by Marriott, San Jose Hospitality Limited Service 74 Sunset Plaza Retail Shadow Anchored 75 Eastwind Shopping Center Retail Anchored 76 Centra Point I Office General Suburban 77 Intracorp Building Office General Urban 78 Walden Park Retail Shadow Anchored 79 Quail Vista Industrial Warehouse 80 Westwood Plaza Retail Shadow Anchored 81 Northdale Plaza Office General Suburban 82 Polaris Retail Center Retail Anchored 83 Robert Morris Building Office General Urban 84 The Highlands of East Ellijay Retail Anchored 85 Fleetwood Office Park Office General Suburban 86 Bayshore Center Office General Urban 87 Prairie Glen Medical Office Building A Office Medical 88 Highlands Shopping Center Retail Shadow Anchored 89 Eagle Mountain Shopping Center Retail Anchored 90 Rivers Bend East Office General Suburban 91 6312 Nagle Avenue Retail Shadow Anchored 92 Laguna Plaza Retail Unanchored 93 Pacific Pointe Office General Urban 94 5000 Blazer Memorial Parkway Office General Suburban 95 Tracy Plaza Four Retail Anchored 96 Sopra Centre Office General Urban 97 Centra Point V Office General Suburban 98 Harbor Medical Office Office General Suburban 99 Corporate Exchange Center Office General Suburban 100 100 Bank Street Office General Urban 101 Ruffin Road Industrial Industrial Industrial 102 6801 Building Office General Suburban 103 9480 Warner Ave Retail Anchored 104 Pell City Shopping Center Retail Shadow Anchored 105 Trinity Corporate Park Office General Urban 106 Smart & Final Center Retail Anchored 107 Milestone Shopping Center Retail Shadow Anchored 108 Peachtree City Marketplace Retail Anchored 109 Palmer Park Shopping Center Retail Shadow Anchored 110 Bond Street Office Office General Suburban 111 Quail Corners South Office General Suburban 112 Rockwest I Retail Unanchored 113 Westpoint Industrial Industrial Warehouse 114 Wednesbury Medical Office Office Medical 115 Parkway Commons Office Building Office General Suburban 116 Southpointe Plaza Retail Shadow Anchored 117 Vestridge Commons Retail Unanchored 118 Eastgate Center Retail Anchored 119 Grove Medical Center Office Medical 120 Mountain View Plaza Retail Shadow Anchored 121 Northpark One Office General Suburban 122 Smoky Hill Shopping Center Retail Shadow Anchored 123 5700 Building Office General Suburban 124 Walgreens Pleasant Hill Retail Single Tenant 125 Hartland Village Shopping Center Retail Shadow Anchored 126 Quail Corners South - Phase III Office General Suburban 127 Arbo Portfolio 127.01 440 West 5th Street Multifamily Garden 127.02 1254 East 1st Street Multifamily Garden 128 Montgomery Crossing SC Retail Shadow Anchored 129 Safeway Store - Pueblo West Retail Anchored 130 Wood River Mini Storage Self-Storage General, units only 131 Lowe's Plaza Shopping Center Retail Shadow Anchored 132 Village at Ontario Center Retail Shadow Anchored 133 Plaza El Portal Retail Unanchored 134 Anderson Crossing Shopping Center Retail Shadow Anchored 135 Clearview Parkway Shopping Center Retail Unanchored 136 Brookside Building Office General Suburban 137 826 South Hobart Boulevard Multifamily Conventional 138 CVS, Lancaster Retail Single Tenant 139 Prairie Towne Square Apartments Multifamily Conventional 140 Quail Court Office General Suburban 141 12407 Sowden Road Industrial Warehouse 142 689 Sierra Rose Drive Office General Suburban 2-C Grand Canal Shoppes at the Venetian 3-C 1440 Broadway 8-C Shops at Wailea 12-C 2040 Main Street 14-C 1370 Avenue of the Americas 19-C Birtcher/Charlesbank Office Portfolio 70-C Toringdon II GCCFC 05-GG3 Loan ID Address City 1 7400 San Pedro Avenue San Antonio 2 3355 Las Vegas Boulevard South Las Vegas 3 1440 Broadway New York 4 100-300 and 500 Crescent Court Dallas 5 498 Seventh Avenue New York 6 5000 Shelbyville Road Louisville 7 6902 East Greenway Parkway Phoenix 8 3750 Wailea Alanui Drive Wailea 9 2222 and 2224 Kalakaua Avenue Honolulu 10 10.01 5809 North Lake Drive Morrow 10.02 915 Lovvorn Road Carrollton 10.03 331 Nisbet Street NW Jacksonville 10.04 100 Gibbs Street Troy 10.05 237 West Peach Street Martin 10.06 1710 North Sprigg Street Cape Girardeau 10.07 133 Clemson Place Circle Clemson 10.08 5091 Ivey Drive Macon 10.09 1700 Lowes Drive Murray 11 1700 Market Street Philadelphia 12 2040 Main Street Irvine 13 975 Anderson Hill Road Rye Brook 14 1370 Avenue of the Americas New York 15 One South Street Baltimore 16 2310 SW Military Parkway San Antonio 17 1500 East Village Way Orange 18 Military Cutoff Road Wilmington 19 19.01 200 Santa Ana Boulevard Santa Ana 19.02 801 Civic Center Drive Santa Ana 19.03 405 West 5th Street Santa Ana 20 349-351 Peachtree Hills Avenue Atlanta 21 121 Fourth Avenue South Nashville 22 3100 Thornton Burbank 23 28200 Highway 189 Lake Arrowhead 24 15345 West 119th Street (P1); 12075 South Strang Line Road (P2) Olathe 25 501 North Broadway St. Louis 26 3 Executive Campus Cherry Hill 27 1341 G Street Washington 28 2300 East Devon Road Des Plaines 29 330 Tijeras Avenue, NW Albuquerque 30 260 Shennecossett Rd Groton 31 12264 El Camino Real San Diego 32 18871 Teller Avenue, 18872 & 18902 Bardeen Avenue, and 2525 & 2601 Campus Drive Irvine 33 2470 Highcrest Road Roseville 34 83 Wooster Heights Road Danbury 35 35.01 2810 E Trinity Mills Road Carrollton 35.02 819 West Arapaho Road Richardson 36 200 North Broadway St Louis 37 1401 Ocean Avenue Santa Monica 38 500 East 84th Street Thornton 39 8439 West Sunset Boulevard West Hollywood 40 1 West Washington Street Chicago 41 6900 South McCarran Boulevard Reno 42 1355 Beverly Road McLean 43 919 Congress Avenue Austin 44 1218 Third Avenue Seattle 45 590 Farrington Highway Kapolei 46 873 New Loudon Road Latham 47 47.01 1050 East Highway 131 Clarksville 47.02 10101 East Washington Street Indianapolis 47.03 8921 U.S. Highway 31 South Indianapolis 48 3333 West Thunderbird Road Phoenix 49 3111 S. Dixie Highway West Palm Beach 50 615 Washington Avenue SE Minneapolis 51 1600-1660 Route 23 North Wayne 52 52.01 377 & 381 Riverside Drive Franklin 52.02 5300 Maryland Way Brentwood 53 711 Atlantic Avenue Boston 54 1560 Leucadia Boulevard Encinitas 55 5850 University Drive Huntsville 56 200 South Virginia Street Reno 57 1241-1249 Third Street Santa Monica 58 2401 Pleasant Valley Road York 59 25 Melville Park Road Melville 60 1001 North Miami Boulevard Durham 61 7001-7151 North Oracle Road Tucson 62 4750 Eastern Valley Road Bessemer 63 2055-2097 Telegraph Road Bloomfield Hills 64 17 Clover Drive Hollidaysburg 65 2105 S. Boulevard West Troy 66 66.01 777 Commerce Drive Fairfield 66.02 1375 Kings Highway East Fairfield 67 2551 and 2591 Compass Road Glenview 68 1420 Harbor Bay Parkway Alameda 69 50 West Daily Drive Camarillo 70 3430 Toringdon Way Charlotte 71 1651 Gunbarrel Road Chattanooga 72 175 S. Lake Avenue & 825 Cordova Street Pasadena 73 440 Sarasota Avenue San Jose 74 1000-1152 Sunset Road Henderson 75 2381 East Windmill Lane Las Vegas 76 8363 West Sunset Road Las Vegas 77 2505 Second Avenue Seattle 78 10900 Lakeline Mall Drive Austin 79 4690 Longley Lane Reno 80 542 Bypass 72 NW Greenwood 81 3903 Northdale Boulevard Tampa 82 8655 - 8671 Lyra Drive Columbus 83 100 North 17th Street Philadelphia 84 88 Highland Crossing East Ellijay 85 3275, 3279, 3281 & 3285 Veterans Memorial Highway Ronkonkoma 86 2907-2909 West Bay to Bay Boulevard Tampa 87 2501 Compass Road Glenview 88 9555 South University Boulevard Highlands Ranch 89 14835 East Shea Boulevard Fountain Hills 90 13203 North Enon Church Road Chester 91 6312 Nagle Avenue Chicago 92 1130 and 1142 Fremont Boulevard Seaside 93 2108 North Pacific Street Seattle 94 5000 Blazer Memorial Parkway Dublin 95 2886-2888 West Grant Line Road Tracy 96 110 East Atlantic Avenue Delray Beach 97 8395 West Sunset Road Las Vegas 98 2720 North Harbor Boulevard Fullerton 99 12502 - 12503 Exchange Drive Stafford 100 100 Bank Street Burlington 101 3949 & 3959 Ruffin Road Kearny Mesa 102 6801 Lake Worth Road Lake Worth 103 9380 - 9480 Warner Avenue and 17075 Bushard Street Fountain Valley 104 41-89 Vaughan Lane Pell City 105 1500 Sunday Drive Raleigh 106 2828 West Thunderbird Road Phoenix 107 62 & 188 Founders Parkway Castle Rock 108 225 Marketplace Connector Peachtree City 109 1580 Space Center Drive Colorado Springs 110 31600-31700 West Thirteen Mile Road Farmington Hills 111 609, 615, 665 and 691 Sierra Rose Drive Reno 112 1183-1207 Howell Mill Road Atlanta 113 6001 Hiatus Road Tamarac 114 8200 Wednesbury Lane Houston 115 13900 North Portland Avenue Oklahoma City 116 3209 Deans Bridge Road Augusta 117 1360 Montgomery Highway Vestavia 118 4001 Wake Forest Road Raleigh 119 4160 Route 83 Long Grove 120 US Highway 220 and Commonwealth Boulevard Martinsville 121 135 North Park Place Stockbridge 122 19731 Smoky Hill Road Centennial 123 5700 & 5702 Lake Worth Road Greenacres 124 721 Gregory Lane Pleasant Hill 125 4750 Hartland Parkway Lexington 126 630, 670 and 690 Sierra Rose Drive Reno 127 127.01 440 East 5th Street Long Beach 127.02 1254 East 1st Street Long Beach 128 157 Montgomery Crossing Biscoe 129 1017 North Marketplace Pueblo West 130 11819 State Highway 75 Hailey 131 3601 Old Halifax Road South Boston 132 4275 East Concours Ontario 133 3020 Santa Rosa Avenue Santa Rosa 134 1244-1296 Anderson Crossing Drive Lawrenceburg 135 4301-4307 Clearview Parkway @ W. Esplanade Metairie 136 3461 Brookside Road Stockton 137 826 South Hobart Boulevard Los Angeles 138 1225 North Bluegrove Road Lancaster 139 3025 Triumph Drive Sun Prarie 140 6770 South McCarran Boulevard Reno 141 12407 Sowden Road Houston 142 689 Sierra Rose Drive Reno 2-C 3-C 8-C 12-C 14-C 19-C 70-C GCCFC 05-GG3 Zip Cut-off Date Monthly Debt Loan ID County State Code Original Balance Balance Service 1 Bexar Texas 78216 $251,000,000 $250,391,107.83 $1,261,361.78 2 Clark Nevada 89109 $237,000,000 $234,752,792.07 $2,235,161.95 3 New York New York 10018 $225,000,000 $225,000,000.00 $1,336,285.31 4 Dallas Texas 75201 $214,770,000 $214,770,000.00 $907,303.82 5 New York New York 10018 $181,500,000 $181,500,000.00 $772,887.50 6 Jefferson Kentucky 40207 $155,000,000 $154,827,634.22 $813,699.81 7 Maricopa Arizona 85254 $135,000,000 $135,000,000.00 $579,437.50 8 Maui Hawaii 96753 $112,000,000 $112,000,000.00 $682,335.54 9 Honolulu Hawaii 96815 $100,000,000 $100,000,000.00 $575,656.40 10 $98,660,000 $98,660,000.00 $536,745.80 10.01 Clayton Georgia 30260 10.02 Carroll Georgia 30117 10.03 Calhoun Alabama 36265 10.04 Pike Alabama 36081 10.05 Weakley Tennessee 38237 10.06 Cape Girardeau Missouri 63701 10.07 Pickens South Carolina 29631 10.08 Bibb Georgia 31206 10.09 Calloway Kentucky 42071 11 Philadelphia Pennsylvania 19103 $88,900,000 $88,900,000.00 $496,153.06 12 Orange California 92614 $76,000,000 $75,776,163.02 $490,411.26 13 Westchester New York 10573 $75,000,000 $75,000,000.00 $492,436.57 14 New York New York 10019 $67,500,000 $67,500,000.00 $700,343.75 15 Baltimore Maryland 21201 $65,000,000 $65,000,000.00 $370,900.13 16 Bexar Texas 78224 $64,000,000 $64,000,000.00 $394,569.47 17 Orange California 92865 $60,050,000 $60,050,000.00 $278,037.06 18 New Hanover North Carolina 28405 $52,000,000 $52,000,000.00 $304,151.95 19 $48,200,000 $48,200,000.00 $312,816.54 19.01 Orange California 92701 19.02 Orange California 92701 19.03 Orange California 92701 20 Fulton Georgia 30305 $48,000,000 $48,000,000.00 $250,680.14 21 Davidson Tennessee 37201 $36,000,000 $35,896,706.86 $218,926.77 22 Los Angeles California 91504 $35,700,000 $35,700,000.00 $199,576.20 23 San Bernardino California 92352 $34,500,000 $34,500,000.00 $199,801.09 24 Johnson Kansas 66062 $33,150,000 $33,150,000.00 $180,599.43 25 Saint Louis City Missouri 63102 $30,750,000 $30,750,000.00 $142,375.35 26 Camden New Jersey 08002 $30,000,000 $30,000,000.00 $182,089.20 27 District of Columbia District of Columbia 20005 $28,000,000 $28,000,000.00 $169,226.25 28 Cook Illinois 60018 $26,000,000 $25,679,805.13 $187,775.12 29 Bernalillo New Mexico 87102 $23,800,000 $23,694,569.16 $145,386.31 30 New London Connecticut 06340 $22,000,000 $22,000,000.00 $130,490.03 31 San Diego California 92130 $21,200,000 $21,200,000.00 $121,037.16 32 Orange California 92612 $21,000,000 $21,000,000.00 $128,346.07 33 Ramsey Minnesota 55113 $20,860,000 $20,679,031.01 $114,544.53 34 Fairfield Connecticut 06810 $20,250,000 $20,215,329.01 $119,928.80 35 $20,170,000 $20,170,000.00 $112,381.01 35.01 Dallas Texas 75006 35.02 Dallas Texas 75080 36 St. Louis Missouri 63101 $20,000,000 $19,877,689.35 $120,914.89 37 Los Angeles California 90401 $19,480,000 $19,480,000.00 $108,657.73 38 Adams Colorado 80229 $19,000,000 $19,000,000.00 $109,110.95 39 Los Angeles California 90069 $17,520,000 $17,520,000.00 $97,725.03 40 Cook Illinois 60602 $17,400,000 $17,360,516.87 $118,575.62 41 Washoe Nevada 89509 $17,200,000 $17,144,612.00 $107,024.54 42 Fairfax Virginia 22101 $16,800,000 $16,800,000.00 $94,127.54 43 Travis Texas 78701 $16,500,000 $16,472,187.03 $98,353.72 44 King Washington 98101 $15,675,000 $15,675,000.00 $88,627.57 45 Honolulu Hawaii 96707 $15,400,000 $15,400,000.00 $84,372.92 46 Albany New York 12110 $15,000,000 $15,000,000.00 $86,443.19 47 $15,000,000 $14,985,090.50 $83,109.50 47.01 Clark Indiana 47129 47.02 Marion Indiana 46229 47.03 Marion Indiana 46227 48 Maricopa Arizona 85053 $15,000,000 $14,937,314.07 $82,830.56 49 Palm Beach Florida 33401 $14,800,000 $14,800,000.00 $86,839.45 50 Hennepin Minnesota 55414 $14,500,000 $14,406,706.35 $96,100.70 51 Passaic New Jersey 07470 $14,200,000 $14,200,000.00 $81,949.53 52 $14,000,000 $14,000,000.00 $85,291.94 52.01 Williamson Tennessee 37064 52.02 Williamson Tennessee 37027 53 Suffolk Massachusetts 02111 $13,750,000 $13,689,093.11 $83,262.12 54 San Diego California 92024 $13,700,000 $13,631,695.90 $78,389.85 55 Madison Alabama 35806 $13,500,000 $13,500,000.00 $77,075.55 56 Washoe Nevada 89501 $12,750,000 $12,750,000.00 $70,248.11 57 Los Angeles California 90401 $12,500,000 $12,454,689.81 $73,862.35 58 York Pennsylvania 17402 $12,000,000 $11,964,671.51 $68,685.31 59 Suffolk New York 11747 $11,750,000 $11,750,000.00 $67,084.28 60 Durham North Carolina 27703 $11,440,000 $11,440,000.00 $64,525.05 61 Pima Arizona 85704 $11,300,000 $11,300,000.00 $51,747.20 62 Jefferson Alabama 35111 $11,200,000 $11,200,000.00 $63,101.35 63 Oakland Michigan 48302 $11,200,000 $11,189,840.70 $64,650.41 64 Blair Pennsylvania 16648 $10,320,000 $10,320,000.00 $57,564.05 65 Oakland Michigan 48098 $10,050,000 $10,040,511.62 $56,999.76 66 $10,000,000 $10,000,000.00 $52,891.20 66.01 Fairfield Connecticut 06430 66.02 Fairfield Connecticut 06430 67 Cook Illinois 60026 $9,800,000 $9,791,662.06 $58,127.38 68 Alameda California 94502 $9,500,000 $9,472,403.79 $54,729.35 69 Ventura California 93010 $9,000,000 $8,963,662.56 $57,833.18 70 Mecklenburg North Carolina 28277 $8,850,000 $8,850,000.00 $53,060.22 71 Hamilton Tennessee 37421 $8,700,000 $8,700,000.00 $39,326.22 72 Los Angeles California 91101 $8,630,000 $8,630,000.00 $48,137.38 73 Santa Clara California 95129 $8,600,000 $8,589,215.82 $55,884.01 74 Clark Nevada 89014 $8,500,000 $8,500,000.00 $52,004.72 75 Clark Nevada 89123 $8,450,000 $8,450,000.00 $50,933.97 76 Clark Nevada 89113 $8,415,000 $8,415,000.00 $47,410.52 77 King Washington 98121 $8,200,000 $8,200,000.00 $35,334.03 78 Williamson Texas 78717 $8,100,000 $8,100,000.00 $45,838.56 79 Washoe Nevada 89502 $8,000,000 $7,978,405.89 $47,707.18 80 Greenwood South Carolina 29649 $7,620,000 $7,620,000.00 $42,314.22 81 Hillsborough Florida 33624 $7,600,000 $7,564,410.61 $44,835.51 82 Delaware Ohio 43240 $7,500,000 $7,492,545.25 $41,554.75 83 Philadelphia Pennsylvania 19103 $7,280,000 $7,280,000.00 $29,831.99 84 Gilmer Georgia 30540 $7,100,000 $7,100,000.00 $42,031.61 85 Suffolk New York 11779 $7,000,000 $7,000,000.00 $32,942.94 86 Hillsborough Florida 33629 $7,000,000 $7,000,000.00 $39,877.08 87 Cook Illinois 60026 $6,800,000 $6,794,214.50 $40,333.28 88 Douglas Colorado 80126 $6,750,000 $6,750,000.00 $37,190.18 89 Maricopa Arizona 85268 $6,650,000 $6,643,891.53 $38,176.25 90 Chesterfield Virginia 23836 $6,500,000 $6,500,000.00 $37,602.55 91 Cook Illinois 60646 $6,446,000 $6,446,000.00 $40,534.20 92 Monterey California 93955 $6,342,000 $6,342,000.00 $36,168.50 93 King Washington 98103 $6,225,000 $6,207,358.40 $36,287.87 94 Franklin Ohio 43017 $6,120,000 $6,096,114.92 $34,940.92 95 San Joaquin California 95304 $6,000,000 $6,000,000.00 $33,654.41 96 Palm Beach Florida 33444 $5,900,000 $5,872,371.39 $34,806.52 97 Clark Nevada 89113 $5,800,000 $5,800,000.00 $32,677.48 98 Orange California 92835 $5,700,000 $5,700,000.00 $33,991.36 99 Fort Bend Texas 77477 $5,650,000 $5,618,061.30 $33,090.41 100 Chittenden Vermont 05401 $5,600,000 $5,600,000.00 $33,118.96 101 San Diego California 92123 $5,600,000 $5,600,000.00 $30,681.06 102 Palm Beach Florida 33467 $5,500,000 $5,471,034.62 $30,610.10 103 Orange California 92708 $5,185,000 $5,130,916.57 $42,586.21 104 Saint Clair Alabama 35125 $5,050,000 $5,039,643.81 $27,605.45 105 Wake North Carolina 27607 $5,000,000 $4,992,186.40 $28,996.93 106 Maricopa Arizona 85053 $4,900,000 $4,881,052.62 $28,098.98 107 Douglas Colorado 80104 $4,850,000 $4,850,000.00 $26,721.83 108 Fayette Georgia 30269 $4,750,000 $4,741,009.68 $26,940.18 109 El Paso Colorado 80915 $4,700,000 $4,695,098.98 $25,460.91 110 Oakland Michigan 48334 $4,700,000 $4,673,474.18 $27,547.47 111 Washoe Nevada 89511 $4,600,000 $4,584,050.90 $27,727.37 112 Fulton Georgia 30318 $4,500,000 $4,477,959.31 $25,975.61 113 Broward Florida 33321 $4,000,000 $4,000,000.00 $23,904.92 114 Harris Texas 77074 $4,000,000 $4,000,000.00 $22,386.38 115 Oklahoma Oklahoma 73134 $4,000,000 $3,988,651.00 $23,304.81 116 Richmond Georgia 30906 $3,920,000 $3,920,000.00 $21,938.66 117 Jefferson Alabama 35216 $3,850,000 $3,838,920.35 $22,279.59 118 Wake North Carolina 27609 $3,800,000 $3,800,000.00 $19,745.49 119 Lake Illinois 60047 $3,750,000 $3,750,000.00 $17,362.85 120 Martinsville City Virginia 24112 $3,575,000 $3,575,000.00 $20,523.32 121 Henry Georgia 30281 $3,550,000 $3,536,754.86 $20,701.05 122 Arapahoe Colorado 80015 $3,500,000 $3,500,000.00 $19,283.80 123 Palm Beach Florida 33463 $3,450,000 $3,431,830.81 $19,200.88 124 Contra Costa California 94523 $3,400,000 $3,397,088.41 $20,112.28 125 Fayette Kentucky 40515 $3,050,000 $3,040,871.46 $17,317.56 126 Washoe Nevada 89511 $3,000,000 $2,986,578.72 $18,083.07 127 $2,900,000 $2,897,463.50 $17,002.91 127.01 Los Angeles California 90802 127.02 Los Angeles California 90802 128 Montgomery North Carolina 27209 $2,880,000 $2,880,000.00 $17,304.11 129 Pueblo Colorado 81007 $2,770,000 $2,720,901.58 $22,559.78 130 Blaine Idaho 83333 $2,700,000 $2,682,156.89 $17,644.54 131 Halifax Virginia 24592 $2,600,000 $2,600,000.00 $14,893.28 132 San Bernardino California 91764 $2,600,000 $2,592,732.77 $15,255.58 133 Sonoma California 95407 $2,598,000 $2,586,800.55 $15,928.81 134 Anderson Kentucky 40342 $2,550,000 $2,544,919.26 $14,128.61 135 Jefferson Louisiana 70006 $2,500,000 $2,495,174.08 $14,053.88 136 San Joaquin California 95219 $2,200,000 $2,191,433.69 $12,574.30 137 Los Angeles California 90005 $2,025,000 $2,015,158.82 $11,733.87 138 Dallas Texas 75146 $2,000,000 $1,991,921.16 $12,621.64 139 Dane Wisconsin 53590 $1,850,000 $1,850,000.00 $10,937.54 140 Washoe Nevada 89509 $1,425,000 $1,419,034.82 $8,852.90 141 Harris Texas 77080 $1,125,000 $1,120,740.09 $6,515.25 142 Washoe Nevada 89511 $1,125,000 $1,119,978.60 $6,788.40 2-C $190,000,000 $188,198,440.84 $2,235,161.95 3-C $15,000,000 $15,000,000.00 $1,336,285.31 8-C $8,000,000 $8,000,000.00 $682,335.54 12-C $12,000,000 $11,964,657.32 $490,411.26 14-C $82,500,000 $82,500,000.00 $700,343.75 19-C $48,200,000 $48,200,000.00 $312,816.54 70-C $8,850,000 $8,850,000.00 $53,060.22 Stated Remaining Original Remaining Original Original Interest Remaining Gross Term to Term to Interest Amortization Only Amortization GCCFC 05-GG3 Interest Maturity Maturity Only Term Term Period Term Loan ID Rate Seasoning (mos.) (mos.) (mos.) (mos.) (mos.) (mos.) 1 4.4300% 2 61 59 0 360 0 358 2 4.7800% 8 59 51 0 360 0 352 3 5.9120% 0 120 120 36 360 36 360 4 5.0000% 2 83 81 83 NA 81 NA 5 5.0400% 1 60 59 60 NA 59 NA 6 4.8050% 1 60 59 0 360 0 359 7 5.0800% 2 60 58 60 NA 58 NA 8 6.1500% 4 120 116 59 360 55 360 9 5.6250% 2 120 118 47 360 45 360 10 6.4390% 2 60 58 60 NA 58 NA 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 11 5.3450% 3 84 81 48 360 45 360 12 6.7000% 4 120 116 0 360 0 356 13 6.2000% 0 120 120 0 300 0 300 14 5.5260% 2 120 118 120 NA 118 NA 15 5.5450% 2 120 118 24 360 22 360 16 5.8800% 4 120 116 59 324 55 324 17 5.4800% 3 84 81 84 NA 81 NA 18 5.7710% 1 120 119 12 360 11 360 19 6.7560% 6 84 78 24 360 18 360 19.01 19.02 19.03 20 4.7600% 3 60 57 24 360 21 360 21 5.4000% 2 120 118 0 300 0 298 22 5.3600% 2 120 118 7 360 5 360 23 5.6800% 4 120 116 36 360 32 360 24 5.1300% 1 84 83 48 360 47 360 25 5.4800% 5 60 55 60 NA 55 NA 26 6.1150% 1 120 119 24 360 23 360 27 6.0750% 5 120 115 60 360 55 360 28 6.1000% 6 240 234 0 240 0 234 29 5.4460% 3 84 81 0 300 0 297 30 5.9000% 5 120 115 12 360 7 360 31 5.5500% 4 120 116 24 360 20 360 32 6.1800% 2 120 118 24 360 22 360 33 5.2000% 8 120 112 0 360 0 352 34 5.8860% 2 120 118 0 360 0 358 35 5.3300% 2 120 118 24 360 22 360 35.01 35.02 36 6.0780% 7 84 77 0 360 0 353 37 5.3400% 2 120 118 24 360 22 360 38 5.6030% 1 60 59 24 360 23 360 39 5.3400% 2 120 118 24 360 22 360 40 6.6000% 2 120 118 0 300 0 298 41 6.3500% 4 120 116 0 360 0 356 42 5.3800% 1 120 119 24 360 23 360 43 5.9460% 2 84 82 0 360 0 358 44 5.4620% 2 84 82 24 360 22 360 45 5.1800% 0 120 120 24 360 24 360 46 5.6350% 5 120 115 23 360 18 360 47 5.2800% 1 120 119 0 360 0 359 47.01 47.02 47.03 48 5.2500% 4 120 116 0 360 0 356 49 5.8000% 0 120 120 0 360 0 360 50 6.3000% 5 60 55 0 300 0 295 51 5.6480% 3 120 117 12 360 9 360 52 6.1500% 2 120 118 24 360 22 360 52.01 52.02 53 6.0930% 5 84 79 0 360 0 355 54 5.5700% 5 96 91 0 360 0 355 55 5.5500% 4 120 116 12 360 8 360 56 5.2300% 3 84 81 24 360 21 360 57 5.8650% 4 120 116 0 360 0 356 58 5.5730% 3 120 117 0 360 0 357 59 5.5500% 4 120 116 18 360 14 360 60 5.4400% 3 120 117 12 360 9 360 61 5.4200% 4 60 56 60 NA 56 NA 62 5.4300% 3 120 117 12 360 9 360 63 5.6500% 1 120 119 0 360 0 359 64 5.3400% 2 120 118 24 360 22 360 65 5.4900% 1 120 119 0 360 0 359 66 6.2600% 7 60 53 60 NA 53 NA 66.01 66.02 67 5.9000% 1 120 119 0 360 0 359 68 5.6320% 3 84 81 0 360 0 357 69 5.9720% 3 120 117 0 300 0 297 70 6.0000% 6 120 114 12 360 6 360 71 5.3500% 1 60 59 60 NA 59 NA 72 5.3400% 1 120 119 24 360 23 360 73 6.0900% 1 120 119 0 300 0 299 74 6.1900% 7 120 113 60 360 53 360 75 6.0500% 5 84 79 48 360 43 360 76 5.4300% 3 120 117 24 360 21 360 77 5.1000% 5 60 55 60 NA 55 NA 78 5.4700% 5 96 91 60 360 55 360 79 5.9500% 3 120 117 0 360 0 357 80 5.3000% 1 120 119 24 360 23 360 81 5.8500% 5 120 115 0 360 0 355 82 5.2800% 1 120 119 0 360 0 359 83 4.8500% 3 60 57 60 NA 57 NA 84 5.6300% 1 120 119 12 336 11 336 85 5.5700% 6 60 54 60 NA 54 NA 86 5.5300% 2 120 118 12 360 10 360 87 5.9000% 1 120 119 0 360 0 359 88 5.2300% 2 120 118 24 360 22 360 89 5.6000% 1 120 119 0 360 0 359 90 5.6700% 8 120 112 18 360 10 360 91 6.3400% 2 84 82 12 348 10 348 92 5.5400% 0 120 120 0 360 0 360 93 5.7400% 3 120 117 0 360 0 357 94 5.5500% 4 120 116 0 360 0 356 95 5.3900% 1 120 119 24 360 23 360 96 5.8500% 5 84 79 0 360 0 355 97 5.4300% 3 120 117 24 360 21 360 98 5.9500% 5 84 79 24 360 19 360 99 5.7830% 6 120 114 0 360 0 354 100 5.8730% 4 120 116 24 360 20 360 101 5.1800% 2 60 58 24 360 22 360 102 5.3200% 5 60 55 0 360 0 355 103 5.5800% 3 180 177 0 180 0 177 104 5.1600% 2 120 118 0 360 0 358 105 4.9200% 1 120 119 0 300 0 299 106 5.5900% 4 120 116 0 360 0 356 107 5.2300% 2 120 118 24 360 22 360 108 5.4900% 2 120 118 0 360 0 358 109 5.0800% 1 120 119 0 360 0 359 110 5.7900% 6 120 114 0 360 0 354 111 6.0500% 4 120 116 0 360 0 356 112 5.6500% 5 120 115 0 360 0 355 113 5.9700% 5 120 115 36 360 31 360 114 5.3700% 1 120 119 12 360 11 360 115 5.7350% 3 120 117 0 360 0 357 116 5.3700% 1 120 119 24 360 23 360 117 5.6730% 3 120 117 0 360 0 357 118 6.1500% 7 60 53 60 NA 53 NA 119 5.4800% 5 60 55 60 NA 55 NA 120 5.6000% 5 120 115 24 360 19 360 121 5.7430% 4 120 116 0 360 0 356 122 5.2300% 2 120 118 24 360 22 360 123 5.3200% 5 60 55 0 360 0 355 124 5.8750% 1 120 119 0 360 0 359 125 5.5000% 3 120 117 0 360 0 357 126 6.0500% 5 120 115 0 360 0 355 127 5.7930% 1 120 119 0 360 0 359 127.01 127.02 128 6.0200% 6 120 114 12 360 6 360 129 5.4500% 5 180 175 0 180 0 175 130 6.1500% 5 120 115 0 300 0 295 131 5.5800% 5 120 115 24 360 19 360 132 5.8000% 3 120 117 0 360 0 357 133 6.2100% 5 120 115 0 360 0 355 134 5.2800% 2 120 118 0 360 0 358 135 5.4100% 2 120 118 0 360 0 358 136 5.5600% 4 120 116 0 360 0 356 137 5.6850% 5 120 115 0 360 0 355 138 6.4850% 5 120 115 0 360 0 355 139 5.8700% 4 120 116 12 360 8 360 140 6.3350% 5 120 115 0 360 0 355 141 5.6800% 4 120 116 0 360 0 356 142 6.0600% 5 120 115 0 360 0 355 2-C 4.7800% 8 59 51 0 360 0 352 3-C 5.9120% 0 120 120 36 360 36 360 8-C 6.1500% 4 120 116 59 360 55 360 12-C 6.7000% 4 120 116 0 360 0 356 14-C 5.5260% 2 120 118 120 NA 118 NA 19-C 6.7560% 6 84 78 24 360 18 360 70-C 6.0000% 6 120 114 12 360 6 360
Interest Accrual Method Administrative Master Primary GCCFC 05-GG3 (Actual/360 or Fee Servicing Servicing Ownership Interest Loan ID 30/360) Rate Fee Fee (Fee/Leasehold) 1 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 2 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold 3 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 4 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 5 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 6 Actual/360 0.0206% 0.0100% 0.0100% Leasehold 7 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 8 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 9 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 10 Actual/360 0.0206% 0.0100% 0.0100% 10.01 Fee Simple 10.02 Fee Simple 10.03 Fee Simple 10.04 Fee Simple 10.05 Fee Simple 10.06 Fee Simple 10.07 Fee Simple 10.08 Fee Simple 10.09 Fee Simple 11 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 12 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 13 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold 14 Actual/360 0.0406% 0.0100% 0.0300% Fee Simple 15 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 16 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 17 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 18 Actual/360 0.0506% 0.0100% 0.0400% Fee Simple 19 Actual/360 0.0206% 0.0100% 0.0100% 19.01 Fee Simple 19.02 Fee Simple / Leasehold 19.03 Leasehold 20 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 21 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 22 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 23 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 24 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 25 Actual/360 0.0806% 0.0100% 0.0700% Fee Simple / Leasehold 26 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 27 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple 28 Actual/360 0.0906% 0.0100% 0.0800% Fee Simple 29 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold 30 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 31 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 32 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 33 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 34 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 35 Actual/360 0.0206% 0.0100% 0.0100% 35.01 Fee Simple 35.02 Fee Simple 36 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple 37 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 38 Actual/360 0.0206% 0.0100% 0.0100% Leasehold 39 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 40 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 41 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 42 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 43 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold 44 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 45 Actual/360 0.0206% 0.0100% 0.0100% Leasehold 46 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 47 Actual/360 0.0506% 0.0100% 0.0400% 47.01 Fee Simple 47.02 Fee Simple 47.03 Fee Simple 48 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 49 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 50 Actual/360 0.0206% 0.0100% 0.0100% Leasehold 51 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 52 Actual/360 0.0206% 0.0100% 0.0100% 52.01 Fee Simple 52.02 Fee Simple 53 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 54 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 55 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 56 Actual/360 0.0906% 0.0100% 0.0800% Fee Simple 57 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 58 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 59 Actual/360 0.0806% 0.0100% 0.0700% Fee Simple 60 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 61 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 62 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 63 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 64 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 65 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 66 Actual/360 0.0206% 0.0100% 0.0100% 66.01 Fee Simple 66.02 Fee Simple 67 Actual/360 0.0806% 0.0100% 0.0700% Fee Simple 68 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 69 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 70 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 71 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 72 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 73 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 74 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 75 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 76 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 77 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 78 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 79 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 80 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 81 Actual/360 0.0806% 0.0100% 0.0700% Fee Simple 82 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 83 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 84 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple 85 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 86 Actual/360 0.0806% 0.0100% 0.0700% Fee Simple 87 Actual/360 0.0806% 0.0100% 0.0700% Fee Simple 88 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple 89 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 90 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple 91 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 92 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 93 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 94 Actual/360 0.0906% 0.0100% 0.0800% Fee Simple 95 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 96 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 97 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 98 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 99 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 100 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 101 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 102 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 103 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 104 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 105 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 106 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 107 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple 108 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 109 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 110 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 111 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 112 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 113 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 114 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 115 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 116 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 117 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 118 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 119 Actual/360 0.0906% 0.0100% 0.0800% Fee Simple 120 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 121 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 122 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple 123 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 124 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 125 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold 126 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 127 Actual/360 0.0206% 0.0100% 0.0100% 127.01 Fee Simple 127.02 Fee Simple 128 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 129 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 130 Actual/360 0.0906% 0.0100% 0.0800% Fee Simple 131 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple 132 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 133 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 134 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 135 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 136 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 137 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 138 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 139 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 140 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 141 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 142 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 2-C Actual/360 0.0100% 0.0000% 0.0100% 3-C Actual/360 0.0100% 0.0000% 0.0100% 8-C Actual/360 0.0100% 0.0000% 0.0100% 12-C Actual/360 0.0100% 0.0000% 0.0100% 14-C Actual/360 0.0300% 0.0000% 0.0300% 19-C Actual/360 0.0100% 0.0000% 0.0100% 70-C Actual/360 0.0000% 0.0000% 0.0000% GCCFC 05-GG3 Crossed With Other Loan ID Mortgage Loan Seller Originator Prepayment Type Loans (Crossed Group) 1 GSMC/Commerzbank Archon/Commerzbank Lockout/26_Defeasance/28_0%/7 NAP 2 GSMC/Commerzbank Archon Lockout/32_Defeasance/22_0%/5 NAP 3 GCFP GCFP Lockout/23_Defeasance/93_O%/4 NAP 4 GSMC Archon Lockout/26_>YM or 1% or Defeasance/53_0%/4 NAP 5 GSMC Archon Lockout/25_Defeasance/31_0%/4 NAP 6 GSMC/Commerzbank Archon/Commerzbank Lockout/25_Defeasance/28_0%/7 NAP 7 GSMC Archon Lockout/26_>YM or 2%/21_>YM or 1%/9_0%/4 NAP 8 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 9 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 10 GCFP GCFP Lockout/26_Defeasance/31_0%/3 NAP 10.01 NAP 10.02 NAP 10.03 NAP 10.04 NAP 10.05 NAP 10.06 NAP 10.07 NAP 10.08 NAP 10.09 NAP 11 GCFP GCFP Lockout/27_Defeasance/54_0%/3 NAP 12 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 13 GSMC Archon Lockout/24_Defeasance/92_0%/4 NAP 14 GCFP Morgan Stanley Lockout/26_Defeasance/90_0%/4 NAP 15 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 16 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 17 GCFP GCFP Lockout/27_Defeasance/53_0%/4 NAP 18 GCFP GCFP Lockout/25_Defeasance/90_O%/5 NAP 19 GCFP GCFP Lockout/30_Defeasance/51_0%/3 NAP 19.01 NAP 19.02 NAP 19.03 NAP 20 GSMC Archon Lockout/27_Defeasance/29_0%/4 NAP 21 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 22 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 23 GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP 24 GCFP GCFP Lockout/25_Defeasance/55_0%/4 NAP 25 GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP 26 GCFP GCFP Lockout/25_Defeasance/93_0%/2 NAP 27 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 28 GSMC Archon Lockout/30_Defeasance/185_0%/25 NAP 29 GCFP GCFP Lockout/27_Defeasance/53_0%/4 NAP 30 GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP 31 GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP 32 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 33 GCFP GCFP Lockout/32_Defeasance/84_0%/4 NAP 34 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 35 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 35.01 NAP 35.02 NAP 36 GCFP GCFP Lockout/31_Defeasance/49_0%/4 NAP 37 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 38 GCFP GCFP Lockout/25_Defeasance/31_0%/4 NAP 39 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 40 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 41 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 42 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 43 GCFP GCFP Lockout/26_Defeasance/51_0%/7 NAP 44 GCFP GCFP Lockout/26_Defeasance/51_0%/7 NAP 45 GSMC Archon Lockout/24_Defeasance/92_0%/4 NAP 46 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 47 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 47.01 NAP 47.02 NAP 47.03 NAP 48 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 49 GCFP GCFP Lockout/24_Defeasance/92_0%/4 NAP 50 GCFP GCFP Lockout/29_Defeasance/27_0%/4 NAP 51 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP 52 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 52.01 NAP 52.02 NAP 53 GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP 54 GCFP GCFP Lockout/29_Defeasance/63_0%/4 NAP 55 GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP 56 GSMC Archon Lockout/27_Defeasance/52_0%/5 NAP 57 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 58 GCFP GCFP Lockout/27_Defeasance/86_0%/7 NAP 59 GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP 60 GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP 61 GSMC Archon Lockout/28_Defeasance/28_0%/4 NAP 62 GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP 63 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 64 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 65 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 66 GCFP GCFP Lockout/31_Defeasance/25_0%/4 NAP 66.01 NAP 66.02 NAP 67 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 68 GCFP GCFP Lockout/27_Defeasance/54_0%/3 NAP 69 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP 70 GSMC Archon Lockout/30_Defeasance/86_0%/4 NAP 71 GSMC Archon Lockout/25_Defeasance/31_0%/4 NAP 72 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 73 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 74 GSMC Archon Lockout/31_Defeasance/85_0%/4 NAP 75 GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP 76 GSMC Archon Lockout/27_>YM or 1%/89_0%/4 NAP 77 GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP 78 GSMC Archon Lockout/29_>YM or 1% or Defeasance/63_0%/4 NAP 79 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 80 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 81 GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP 82 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 83 GSMC Archon Lockout/27_Defeasance/29_0%/4 NAP 84 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 85 GSMC Archon Lockout/30_Defeasance/26_0%/4 NAP 86 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 87 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 88 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 89 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 90 GSMC Archon Lockout/32_Defeasance/84_0%/4 NAP 91 GCFP GCFP Lockout/26_Defeasance/54_0%/4 NAP 92 GCFP GCFP Lockout/58_> YM or 1%/58_0%/4 NAP 93 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 94 GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP 95 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 96 GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP 97 GSMC Archon Lockout/27_>YM or 1%/89_0%/4 NAP 98 GSMC Archon Lockout/29_Defeasance/51_0%/4 NAP 99 GCFP GCFP Lockout/30_Defeasance/86_0%/4 NAP 100 GCFP GCFP Lockout/41_YM+1%/75_0%/4 NAP 101 GSMC Archon Lockout/26_Defeasance/30_0%/4 NAP 102 GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP 103 GSMC Archon Lockout/27_Defeasance/149_0%/4 NAP 104 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 105 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 106 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 107 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 108 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 109 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 110 GSMC Archon Lockout/30_Defeasance/86_0%/4 NAP 111 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 112 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 113 GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP 114 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 115 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP 116 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 117 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP 118 GCFP GCFP Lockout/31_Defeasance/25_0%/4 NAP 119 GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP 120 GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP 121 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 122 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 123 GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP 124 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 125 GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP 126 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 127 GCFP GCFP Lockout/25_Defeasance/92_0%/3 NAP 127.01 NAP 127.02 NAP 128 GSMC Archon Lockout/30_Defeasance/86_0%/4 NAP 129 GSMC Archon Lockout/29_>YM or 1%/147_0%/4 NAP 130 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 131 GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP 132 GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP 133 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 134 GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 135 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 136 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 137 GCFP GCFP Lockout/29_Defeasance/86_0%/5 NAP 138 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 139 GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP 140 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 141 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 142 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 2-C 3-C 8-C 12-C 14-C 19-C 70-C
GCCFC 05-GG3 Loan ID Control_Number Loan ID Loan Name Borrower Name 1 00-1001130 00-1001130 North Star Mall NS Mall Property LP 2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian Grand Canal Shops II, LLC 3 04-0773 04-0773 1440 Broadway 1440 Partners, LLC 4 00-1001129 00-1001129 The Crescent Crescent TC Investors, L.P. 5 00-1001131 00-1001131 498 Seventh Avenue 498 Seventh, LLC 6 00-1001132 00-1001132 Mall St. Matthews MSM Property L.L.C. 7 09-0002005 09-0002005 Westin Kierland The Kierland Resort Company, LLC 8 04-0662 04-0662 Shops at Wailea The Shops at Wailea, LP 9 04-0975 04-0975 Waikiki Galleria Waikiki Galleria Tower, LP; GPF Waikiki Galleria, LLC; Waikiki Galleria Tower Manager, LLC ------------------------------------------------------------------------------------------------------------------------------------ 10 04-1136 04-1136 Place Properties Portfolio Cape Place (DE), LLC; Clemson Place (DE), LLC; Jacksonville Place (DE), LLC; Macon Place (DE), LLC; Martin Place (DE), LLC; Murray Place (DE), LLC; River Place (DE), LLC; Clayton Place (DE), LLC; Troy Place (DE), LLC 10.01 04-1136 04-1136 Clayton Place 10.02 04-1136 04-1136 River Place 10.03 04-1136 04-1136 Jacksonville Place 10.04 04-1136 04-1136 Troy Place 10.05 04-1136 04-1136 Martin Place 10.06 04-1136 04-1136 Cape Place 10.07 04-1136 04-1136 Clemson Place 10.08 04-1136 04-1136 Macon Place 10.09 04-1136 04-1136 Murray Place ------------------------------------------------------------------------------------------------------------------------------------ 11 04-1007 04-1007 1700 Market Street PA-Market Street Limited Partnership 12 04-0140 04-0140 2040 Main Street 2040 Main, LLC 13 00-1001133 00-1001133 Doral Arrowwood Hotel DCCA, LLC 14 04-1247 04-1247 1370 Avenue of the Americas NorLand 1370, LLC; 1370 Campus, LLC; Interstate 1370, LLC; Interbroad 1370, LLC; Intervine 1370, LLC; 1370 Operating Lessee, LLC 15 04-1228 04-1228 One South Street Commerce Place Associates, LLC 16 04-0744 04-0744 South Park Mall SP San Antonio Partnership, L.P. 17 04-0449 04-0449 Village at Orange Passco TVO-S, LLC; Passco TVO-H, LLC; Passco Diversified Fund II TVO, LLC; Various Non-Passco TICs 18 04-0826 04-0826 Mayfaire Town Center Mayfaire Retail, LLC ------------------------------------------------------------------------------------------------------------------------------------ 19 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio Birtcher Anderson Investors, LLC 19.01 04-0829 04-0829 Park Tower 19.02 04-0829 04-0829 801 Civic Center Drive 19.03 04-0829 04-0829 Transit Tower ------------------------------------------------------------------------------------------------------------------------------------ 20 09-0001999 09-0001999 Atlanta Decorative Arts Center ADAC, L.P. 21 04-1347 04-1347 Hilton Nashville Downtown Nashville Downtown Hotel, LLC 22 04-1143 04-1143 3100 Thornton 3100 Partners, LLC 23 09-0001980 09-0001980 Lake Arrowhead Village Lake Arrowhead Village LLC, Lake Arrowhead Investors LLC, Lake Arrowhead L&S LLC, Lake Arrowhead Laguna LLC and Lake Arrowhead Scardigli LLC 24 04-1435 04-1435 Olathe Station 25 09-0001968 09-0001968 One Financial Plaza NNN One Financial Plaza 1, LLC, NNN One Financial Plaza 2, LLC, NNN One Financial Plaza 3, LLC and GREIT - One Financial Plaza, LLC 26 04-0917 04-0917 Executive Campus NJ Fee Owner LLC 27 04-0551 04-0551 1341 G Street Behringer Harvard Colorado Building H, LLC; TIC Colorado Building 2, LLC; TIC Colorado Building 3, LLC; TIC Colorado Building 4, LLC; TIC Colorado Building 5, LLC; TIC Colorado Building 6, LLC; TIC Colorado Building 7, LLC; TIC Colorado Building 8, LLC; TIC Colorado Building 10, LLC 28 09-0001954 09-0001954 FAA Building O'Hare Lake 2300-A, LLC 29 04-1086 04-1086 Hyatt Regency Albuquerque GEM Lobos, LLC 30 09-0001950 09-0001950 Groton Estates Groton Estates, LLC 31 09-0001974 09-0001974 Champions of the West Tower Moreno Valley Investors I, LLC, Moreno Valley Investors II, LLC and El Camino Tower II, LLC 32 04-1059 04-1059 Irvine Technology Center-I Irvine Technology Operating Company I LLC 33 04-0276 04-0276 2470 Highcrest Road Stonewater UIS Funding, LLC 34 04-1229 04-1229 Lee Farm Corporate Center Danbury Prime Property LLC ------------------------------------------------------------------------------------------------------------------------------------ 35 04-1085 04-1085 Mills Pointe/Arapahoe Village Portfolio Mills Dunhill Holdings Ltd.; Arapaho Dunhill Holdings, Ltd. 35.01 04-1085 04-1085 Mills Pointe 35.02 04-1085 04-1085 Arapaho Village ------------------------------------------------------------------------------------------------------------------------------------ 36 03-0873 03-0873 St Louis Place Behringer Harvard St. Louis Place H, LLC; Behringer Harvard St. Louis Place S, LLC; TIC St. Louis Place 1, LLC; TIC St. Louis Place 2, LLC; TIC St. Louis Place 3, LLC; TIC St. Louis Place 4, LLC; TIC St. Louis Place 5, LLC; TIC St. Louis Place 6, LLC; TIC St. Louis Place 7, LLC; TIC St. Louis Place 8, LLC; TIC St. Louis Place 9, LLC; TIC St. Louis Place 10, LLC; TIC St. Louis Place 12; TIC St. Louis Place 13, LLC; TIC St. Louis Place 14, LLC 37 04-1158 04-1158 Portofino Plaza Mani Brothers Portofino Plaza, LLC 38 04-0904 04-0904 500 East 84th Avenue ARI - North Valley Tech Center, LLC and up to 34 additional Tenant In Common Borrowers 39 04-1157 04-1157 Piazza Del Sol Mani Brothers Piazza del Sol, LLC 40 04-0787 04-0787 Hotel Burnham Canal Street Hotel, LLC 41 04-0862 04-0862 Magnolia Village Magnolia Village LLC 42 09-0002018 09-0002018 1355 Beverly Road Beverly Road LLC 43 04-0948 04-0948 Capitol Center 919 Congress Avenue LLC 44 04-0809 04-0809 Seattle Tower Seattle Landmark LLC 45 09-0002020 09-0002020 Marketplace at Kapolei Kapolei Marketplace LLC and Kapolei-57, LLC 46 04-0945 04-0945 New Loudon Center Acadia New Loudon, LLC ------------------------------------------------------------------------------------------------------------------------------------ 47 09-0002006 09-0002006 H.H. Gregg Retail Portfolio LaPlace Indiana, LLC 47.01 09-0002006C 09-0002006C Clarksville Commons 47.02 09-0002006B 09-0002006B East Washington Street 47.03 09-0002006A 09-0002006A U.S. 31 South ------------------------------------------------------------------------------------------------------------------------------------ 48 04-0522 04-0522 North Mountain Village Apartments YF Partners North Mountain LLC 49 04-1290 04-1290 Prospect Place Office 3111 S. Dixie Highway, LLC 50 04-0889 04-0889 Radisson Metrodome University Inn Property, LLC 51 04-0778 04-0778 Waynechester Plaza Waynechester Plaza, LLC ------------------------------------------------------------------------------------------------------------------------------------ 52 04-0747 04-0747 Dack Portfolio Lin-Don Realty Associates, L.P. (EP); Mari Don Realty, LTD. 52.01 04-0747 04-0747 Energy Park I & II 52.02 04-0747 04-0747 Maryland Way ------------------------------------------------------------------------------------------------------------------------------------ 53 04-0731 04-0731 711 Atlantic Avenue Lexham Atlantic, LLC 54 04-0857 04-0857 The Plaza at Encinitas Ranch Encinitas Plaza, LLC 55 09-0001973 09-0001973 University Plaza University Drive Properties, LLC 56 09-0001985 09-0001985 Wells Fargo Building Christiana Investments, LLC 57 04-0794 04-0794 Fremont Moreno Center Fremont Moreno - Third Street L.P. 58 04-0311 04-0311 Pleasant Valley Pleasant Valley Realty Limited Partnership 59 09-0001951 09-0001951 25 Melville Road 25 MPR, LLC 60 09-0001981 09-0001981 Village Shopping Center Village Realty, LLC 61 09-0001953 09-0001953 Casas Adobes Plaza Casas Adobes Plaza II, LLC and Casas Adobes Ventures II, LLC 62 09-0001991 09-0001991 Shoppes at Letson Farms Letson Farms Associates, LLC 63 09-0002002 09-0002002 Bloomfield Park Gateway Center 2055 Associates, L.L.C. 64 09-0002012 09-0002012 Hollidaysburg Manor Apts Hollidaysburg Associates, L.P. 65 04-1205 04-1205 Northfield Commons Northfield Commons Associates, L.L.C ------------------------------------------------------------------------------------------------------------------------------------ 66 04-0282 04-0282 Fairfield Office Portfolio 14 Mamaroneck Avenue Reinvestment Associates, LLC; 1375 Kings Highway / 777 Commerce Drive, LLC 66.01 04-0282 04-0282 777 Commerce Drive 66.02 04-0282 04-0282 1375 Kings Highway East ------------------------------------------------------------------------------------------------------------------------------------ 67 09-0001960 09-0001960 Prairie Glen Medical Office Buildings B and C auG FIVE, L.P. 68 04-1073 04-1073 1420 Harbor Bay Parkway Brookwood Harbor Bay Investors, LLC 69 04-0970 04-0970 Hampton Inn Camarillo Ocean Park Hotels - LLO, LLC 70 09-0001944 09-0001944 Toringdon II Lichtin/Toringdon II, LLC 71 09-0001912 09-0001912 Health Park Ten Docs, LLC 72 04-0928 04-0928 Pasadena Collection South Lake Retail Investments, Ltd. 73 04-1255 04-1255 Towneplace Suites by Marriott, San Jose 440 Saratoga Partners LP 74 09-0002003 09-0002003 Sunset Plaza Mandan Investment Group, LLC 75 04-0648 04-0648 Eastwind Shopping Center Eastwind Center 1; Eastwind Center 2; Eastwind Center 3; Eastwind Center 4; Eastwind Center 5; Eastwind Center 6; Eastwind Center 7; Eastwind Center 8; Eastwind Center 9; Eastwind Center 10; Eastwind Center 11; Eastwind Center 12; Eastwind Center 13; Passco 76 09-0001992 09-0001992 Centra Point I Centra Point 8363 LLC 77 09-0001915 09-0001915 Intracorp Building Fox Beardslee Cove, L.L.C. 78 09-0001914 09-0001914 Walden Park CPRE-1 End Lakeline, L.P. 79 04-1142 04-1142 Quail Vista Quail Vista, LLC 80 09-0002013 09-0002013 Westwood Plaza Greenwood (Westwood) WMA, LLC 81 09-0001956 09-0001956 Northdale Plaza Northdale Plaza LLC 82 04-1282 04-1282 Polaris Retail Center Polaris Circuit City, LLC 83 09-0002004 09-0002004 Robert Morris Building 1701 Partners, L.P. 84 09-0001936 09-0001936 The Highlands of East Ellijay Highland Crossing Partners, LLC 85 09-0001947 09-0001947 Fleetwood Office Park Building B, L.L.C. and Building D, LLC 86 09-0001977 09-0001977 Bayshore Center Bayshore Center, LLC 87 09-0001959 09-0001959 Prairie Glen Medical Office Building A auG FIVE-A, L.P. 88 09-0001997 09-0001997 Highlands Shopping Center Highlands Shopping Center LLC 89 04-1234 04-1234 Eagle Mountain Shopping Center Eagle Mountain Village, LLC 90 09-0001922 09-0001922 Rivers Bend East River's Bend East Office Group & Technology Center I, L.L.C. 91 04-0730 04-0730 6312 Nagle Avenue Devon-Nagle, LLC 92 04-1263 04-1263 Laguna Plaza Laguna Plaza 1 LLC 93 04-0937 04-0937 Pacific Pointe Scion Investments Limited Partnership 94 09-0001988 09-0001988 5000 Blazer Memorial Parkway Dublin Techmart, LLC and Techmart Venture, LLC 95 09-0002008 09-0002008 Tracy Plaza Four Plaza Four General Partnership 96 04-0029 04-0029 Sopra Centre Sun Atlantic Properties, LLC 97 09-0001993 09-0001993 Centra Point V Centra Point 8395 LLC 98 09-0001969 09-0001969 Harbor Medical Office Harbor Medical Partners, LLC 99 04-0776 04-0776 Corporate Exchange Center CP Oakley, LLC 100 04-0982 04-0982 100 Bank Street Burlington Seven Associates Limited Partnership 101 09-0002011 09-0002011 Ruffin Road Industrial 3949 & 3959 Ruffin Road, LLC and Buie-San Jacinto, LLC 102 09-0001957 09-0001957 6801 Building David Associates II, L.L.P. 103 09-0001987 09-0001987 9480 Warner Ave R & R Management, LLC 104 09-0001998 09-0001998 Pell City Shopping Center MAP Pell City, LLC 105 09-0002007 09-0002007 Trinity Corporate Park Friendly Associates XIX LLLP 106 04-1043 04-1043 Smart & Final Center Topaz-Thunderbird, LLC 107 09-0001996 09-0001996 Milestone Shopping Center Milestone Shopping Center, LLC 108 04-1185 04-1185 Peachtree City Marketplace Turtlecreek Peachtree City, LLC 109 09-0002019 09-0002019 Palmer Park Shopping Center SC (Palmer Park) Limited Partnership 110 09-0001942 09-0001942 Bond Street Office Bond Street Properties, LLC 111 04-0738 04-0738 Quail Corners South Quail Corners South, LLC 112 04-0997 04-0997 Rockwest I Rock West Investments I, LLC 113 09-0001952 09-0001952 Westpoint Industrial Westpoint Industrial, Ltd. 114 09-0002009 09-0002009 Wednesbury Medical Office Southwest Medical Plaza, Ltd. 115 04-1140 04-1140 Parkway Commons Office Building Memorial/Hefner Parkway, L.L.C. 116 09-0002024 09-0002024 Southpointe Plaza Augusta (Southpointe) WMA, LLC 117 04-0944 04-0944 Vestridge Commons Vestridge Commons Shopping Center, LLC 118 03-0617 03-0617 Eastgate Center HD Eastgate, LLC 119 09-0001976 09-0001976 Grove Medical Center Northwest Office Limited Partnership 120 09-0001971 09-0001971 Mountain View Plaza Martinsville (Mountainview) WMA, LLC 121 03-0655 03-0655 Northpark One NP Office I, LLC 122 09-0001995 09-0001995 Smoky Hill Shopping Center Fourth Smoky Venture LLC 123 09-0001958 09-0001958 5700 Building David Associates V, L.L.C. 124 04-1135 04-1135 Walgreens Pleasant Hill RKL Properties, LLC 125 09-0001975 09-0001975 Hartland Village Shopping Center JAH Hartland, LLC 126 04-0737 04-0737 Quail Corners South - Phase III Quail Corners South - Phase III, LLC ------------------------------------------------------------------------------------------------------------------------------------ 127 04-1265 04-1265 Arbo Portfolio C-Breeze Properties, LLC 127.01 04-1265 04-1265 440 West 5th Street 127.02 04-1265 04-1265 1254 East 1st Street ------------------------------------------------------------------------------------------------------------------------------------ 128 09-0001948 09-0001948 Montgomery Crossing SC Montgomery Crossing Associates, LLC 129 09-0001972 09-0001972 Safeway Store - Pueblo West Kuna Enterprises 1, L.P. 130 04-0620 04-0620 Wood River Mini Storage WGW Investment Co. LLC 131 09-0001970 09-0001970 Lowe's Plaza Shopping Center South Boston (South Boston) WMA, LLC 132 09-0001989 09-0001989 Village at Ontario Center Village at Ontario Center, LLC 133 04-0733 04-0733 Plaza El Portal Cardoso Properties Inc. 134 09-0002014 09-0002014 Anderson Crossing Shopping Center JAH Lawrenceburg LLC 135 04-1078 04-1078 Clearview Parkway Shopping Center Seals Development-Clearview, LLC 136 04-1115 04-1115 Brookside Building KAE, Inc. 137 04-0906 04-0906 826 South Hobart Boulevard The Enchanted, LLC 138 04-0816 04-0816 CVS, Lancaster TEX-CVS-DE-04, LLC 139 09-0001979 09-0001979 Prairie Towne Square Apartments Prarie Towne Square, LLC 140 04-0740 04-0740 Quail Court Quail Court, LLC 141 04-0909 04-0909 12407 Sowden Road Sowden Jetsons in Houston, LLC 142 04-0736 04-0736 689 Sierra Rose Drive 689 Sierra Rose, LLC GCCFC 05-GG3 General Detailed Loan ID Property Name Property Type Property Type Size Units 1 North Star Mall Retail Regional Mall 493,706 sf 2 Grand Canal Shoppes at the Venetian Retail Regional Mall 536,890 sf 3 1440 Broadway Office General Urban 741915 sf 4 The Crescent Office General Urban 1,299,522 sf 5 498 Seventh Avenue Office General Urban 876,704 sf 6 Mall St. Matthews Retail Regional Mall 700,908 sf 7 Westin Kierland Hospitality Full Service 732 Rooms 8 Shops at Wailea Retail Regional Mall 164425 sf 9 Waikiki Galleria Office General Urban 160522 sf ------------------------------------------------------------------------------------------------------------------------------------ 10 Place Properties Portfolio 1073 Units 10.01 Clayton Place Multifamily Student Housing 221 Units 10.02 River Place Multifamily Student Housing 132 Units 10.03 Jacksonville Place Multifamily Student Housing 132 Units 10.04 Troy Place Multifamily Student Housing 108 Units 10.05 Martin Place Multifamily Student Housing 96 Units 10.06 Cape Place Multifamily Student Housing 96 Units 10.07 Clemson Place Multifamily Student Housing 96 Units 10.08 Macon Place Multifamily Student Housing 84 Units 10.09 Murray Place Multifamily Student Housing 108 Units ------------------------------------------------------------------------------------------------------------------------------------ 11 1700 Market Street Office General Urban 843304 sf 12 2040 Main Street Office General Suburban 324955 sf 13 Doral Arrowwood Hotel Hospitality Full Service 374 Rooms 14 1370 Avenue of the Americas Office General Urban 332955 sf 15 One South Street Office General Urban 477771 sf 16 South Park Mall Retail Regional Mall 669462 sf 17 Village at Orange Retail Regional Mall 299933 sf 18 Mayfaire Town Center Retail Regional Mall 394018 sf ------------------------------------------------------------------------------------------------------------------------------------ 19 Birtcher/Charlesbank Office Portfolio 384291 sf 19.01 Park Tower Office General Urban 147892 sf 19.02 801 Civic Center Drive Office General Urban 124498 sf 19.03 Transit Tower Office General Urban 111901 sf ------------------------------------------------------------------------------------------------------------------------------------ 20 Atlanta Decorative Arts Center Office General Urban 427,351 sf 21 Hilton Nashville Downtown Hospitality Full Service 330 Rooms 22 3100 Thornton Office General Suburban 230800 sf 23 Lake Arrowhead Village Retail Anchored 233,532 sf 24 Olathe Station Retail Anchored 299224 sf 25 One Financial Plaza Office General Urban 434,136 sf 26 Executive Campus Office General Suburban 439190 sf 27 1341 G Street Office General Urban 127600 sf 28 FAA Building Office General Suburban 244,788 sf 29 Hyatt Regency Albuquerque Hospitality Full Service 395 Rooms 30 Groton Estates Multifamily Garden 342 Units 31 Champions of the West Tower Office General Suburban 75,885 sf 32 Irvine Technology Center-I Office R & D 138222 sf 33 2470 Highcrest Road Office General Suburban 359540 sf 34 Lee Farm Corporate Center Office General Suburban 215000 sf ------------------------------------------------------------------------------------------------------------------------------------ 35 Mills Pointe/Arapahoe Village Portfolio 229219 sf 35.01 Mills Pointe Retail Anchored 126186 sf 35.02 Arapaho Village Retail Anchored 103033 sf ------------------------------------------------------------------------------------------------------------------------------------ 36 St Louis Place Office General Urban 337088 sf 37 Portofino Plaza Office General Suburban 47639 sf 38 500 East 84th Avenue Office General Suburban 477225 sf 39 Piazza Del Sol Office General Urban 41341 sf 40 Hotel Burnham Hospitality Full Service 122 Rooms 41 Magnolia Village Office General Urban 71460 sf 42 1355 Beverly Road Office General Suburban 70,123 sf 43 Capitol Center Office General Urban 164044 sf 44 Seattle Tower Office General Urban 159039 sf 45 Marketplace at Kapolei Retail Shadow Anchored 64,076 sf 46 New Loudon Center Retail Anchored 255267 sf ------------------------------------------------------------------------------------------------------------------------------------ 47 H.H. Gregg Retail Portfolio 208,412 sf 47.01 Clarksville Commons Retail Anchored 108,739 sf 47.02 East Washington Street Retail Anchored 57,673 sf 47.03 U.S. 31 South Retail Anchored 42,000 sf ------------------------------------------------------------------------------------------------------------------------------------ 48 North Mountain Village Apartments Multifamily Garden 568 Units 49 Prospect Place Office Office General Suburban 160062 sf 50 Radisson Metrodome Hospitality Full Service 304 Rooms 51 Waynechester Plaza Retail Anchored 56000 sf ------------------------------------------------------------------------------------------------------------------------------------ 52 Dack Portfolio 133863 sf 52.01 Energy Park I & II Office General Suburban 92997 sf 52.02 Maryland Way Office General Suburban 40866 sf ------------------------------------------------------------------------------------------------------------------------------------ 53 711 Atlantic Avenue Office General Urban 83307 sf 54 The Plaza at Encinitas Ranch Retail Shadow Anchored 37406 sf 55 University Plaza Retail Anchored 109,905 sf 56 Wells Fargo Building Office General Urban 116,514 sf 57 Fremont Moreno Center Retail Unanchored 14400 sf 58 Pleasant Valley Office General Suburban 116579 sf 59 25 Melville Road Office General Suburban 96,244 sf 60 Village Shopping Center Retail Anchored 199,450 sf 61 Casas Adobes Plaza Retail Anchored 71,478 sf 62 Shoppes at Letson Farms Retail Anchored 95,092 sf 63 Bloomfield Park Gateway Center Retail Anchored 65,385 sf 64 Hollidaysburg Manor Apts Multifamily Garden 194 Units 65 Northfield Commons Retail Anchored 79512 sf ------------------------------------------------------------------------------------------------------------------------------------ 66 Fairfield Office Portfolio 88763 sf 66.01 777 Commerce Drive Office General Suburban 59560 sf 66.02 1375 Kings Highway East Office General Suburban 29203 sf ------------------------------------------------------------------------------------------------------------------------------------ 67 Prairie Glen Medical Office Buildings B and C Office Medical 44,200 sf 68 1420 Harbor Bay Parkway Office General Suburban 120577 sf 69 Hampton Inn Camarillo Hospitality Limited Service 115 Rooms 70 Toringdon II Office General Suburban 71,813 sf 71 Health Park Office Medical 52,398 sf 72 Pasadena Collection Retail Unanchored 21001 sf 73 Towneplace Suites by Marriott, San Jose Hospitality Limited Service 101 Rooms 74 Sunset Plaza Retail Shadow Anchored 34,300 sf 75 Eastwind Shopping Center Retail Anchored 45240 sf 76 Centra Point I Office General Suburban 56,161 sf 77 Intracorp Building Office General Urban 69,706 sf 78 Walden Park Retail Shadow Anchored 57,639 sf 79 Quail Vista Industrial Warehouse 107371 sf 80 Westwood Plaza Retail Shadow Anchored 83,200 sf 81 Northdale Plaza Office General Suburban 95,584 sf 82 Polaris Retail Center Retail Anchored 40592 sf 83 Robert Morris Building Office General Urban 106,304 sf 84 The Highlands of East Ellijay Retail Anchored 83,300 sf 85 Fleetwood Office Park Office General Suburban 68,624 sf 86 Bayshore Center Office General Urban 79,238 sf 87 Prairie Glen Medical Office Building A Office Medical 30,000 sf 88 Highlands Shopping Center Retail Shadow Anchored 28,179 sf 89 Eagle Mountain Shopping Center Retail Anchored 28452 sf 90 Rivers Bend East Office General Suburban 127,500 sf 91 6312 Nagle Avenue Retail Shadow Anchored 29762 sf 92 Laguna Plaza Retail Unanchored 25877 sf 93 Pacific Pointe Office General Urban 21516 sf 94 5000 Blazer Memorial Parkway Office General Suburban 124,929 sf 95 Tracy Plaza Four Retail Anchored 38,555 sf 96 Sopra Centre Office General Urban 40055 sf 97 Centra Point V Office General Suburban 38,654 sf 98 Harbor Medical Office Office General Suburban 30,786 sf 99 Corporate Exchange Center Office General Suburban 125490 sf 100 100 Bank Street Office General Urban 68994 sf 101 Ruffin Road Industrial Industrial Industrial 45,842 sf 102 6801 Building Office General Suburban 56,989 sf 103 9480 Warner Ave Retail Anchored 50,722 sf 104 Pell City Shopping Center Retail Shadow Anchored 46,375 sf 105 Trinity Corporate Park Office General Urban 61,648 sf 106 Smart & Final Center Retail Anchored 25725 sf 107 Milestone Shopping Center Retail Shadow Anchored 22,270 sf 108 Peachtree City Marketplace Retail Anchored 36460 sf 109 Palmer Park Shopping Center Retail Shadow Anchored 23,208 sf 110 Bond Street Office Office General Suburban 44,790 sf 111 Quail Corners South Office General Suburban 31421 sf 112 Rockwest I Retail Unanchored 34135 sf 113 Westpoint Industrial Industrial Warehouse 65,674 sf 114 Wednesbury Medical Office Office Medical 78,408 sf 115 Parkway Commons Office Building Office General Suburban 41598 sf 116 Southpointe Plaza Retail Shadow Anchored 35,097 sf 117 Vestridge Commons Retail Unanchored 29900 sf 118 Eastgate Center Retail Anchored 52575 sf 119 Grove Medical Center Office Medical 25,544 sf 120 Mountain View Plaza Retail Shadow Anchored 34,000 sf 121 Northpark One Office General Suburban 32310 sf 122 Smoky Hill Shopping Center Retail Shadow Anchored 17,500 sf 123 5700 Building Office General Suburban 51,331 sf 124 Walgreens Pleasant Hill Retail Single Tenant 14955 sf 125 Hartland Village Shopping Center Retail Shadow Anchored 38,450 sf 126 Quail Corners South - Phase III Office General Suburban 20403 sf ------------------------------------------------------------------------------------------------------------------------------------ 127 Arbo Portfolio 34 Units 127.01 440 West 5th Street Multifamily Garden 21 Units 127.02 1254 East 1st Street Multifamily Garden 13 Units ------------------------------------------------------------------------------------------------------------------------------------ 128 Montgomery Crossing SC Retail Shadow Anchored 25,840 sf 129 Safeway Store - Pueblo West Retail Anchored 56,280 sf 130 Wood River Mini Storage Self-Storage General, units only 487 Units 131 Lowe's Plaza Shopping Center Retail Shadow Anchored 26,200 sf 132 Village at Ontario Center Retail Shadow Anchored 8,371 sf 133 Plaza El Portal Retail Unanchored 18715 sf 134 Anderson Crossing Shopping Center Retail Shadow Anchored 24,712 sf 135 Clearview Parkway Shopping Center Retail Unanchored 12800 sf 136 Brookside Building Office General Suburban 14513 sf 137 826 South Hobart Boulevard Multifamily Conventional 40 Units 138 CVS, Lancaster Retail Single Tenant 10908 sf 139 Prairie Towne Square Apartments Multifamily Conventional 25 Units 140 Quail Court Office General Suburban 9672 sf 141 12407 Sowden Road Industrial Warehouse 35942 sf 142 689 Sierra Rose Drive Office General Suburban 7844 sf GCCFC 05-GG3 Loan ID Address City County State Zip Code 1 7400 San Pedro Avenue San Antonio Bexar Texas 78216 2 3355 Las Vegas Boulevard South Las Vegas Clark Nevada 89109 3 1440 Broadway New York New York New York 10018 4 100-300 and 500 Crescent Court Dallas Dallas Texas 75201 5 498 Seventh Avenue New York New York New York 10018 6 5000 Shelbyville Road Louisville Jefferson Kentucky 40207 7 6902 East Greenway Parkway Phoenix Maricopa Arizona 85254 8 3750 Wailea Alanui Drive Wailea Maui Hawaii 96753 9 2222 and 2224 Kalakaua Avenue Honolulu Honolulu Hawaii 96815 ------------------------------------------------------------------------------------------------------------------------------------ 10 10.01 5809 North Lake Drive Morrow Clayton Georgia 30260 10.02 915 Lovvorn Road Carrollton Carroll Georgia 30117 10.03 331 Nisbet Street NW Jacksonville Calhoun Alabama 36265 10.04 100 Gibbs Street Troy Pike Alabama 36081 10.05 237 West Peach Street Martin Weakley Tennessee 38237 10.06 1710 North Sprigg Street Cape Girardeau Cape Girardeau Missouri 63701 10.07 133 Clemson Place Circle Clemson Pickens South Carolina 29631 10.08 5091 Ivey Drive Macon Bibb Georgia 31206 10.09 1700 Lowes Drive Murray Calloway Kentucky 42071 ------------------------------------------------------------------------------------------------------------------------------------ 11 1700 Market Street Philadelphia Philadelphia Pennsylvania 19103 12 2040 Main Street Irvine Orange California 92614 13 975 Anderson Hill Road Rye Brook Westchester New York 10573 14 1370 Avenue of the Americas New York New York New York 10019 15 One South Street Baltimore Baltimore Maryland 21201 16 2310 SW Military Parkway San Antonio Bexar Texas 78224 17 1500 East Village Way Orange Orange California 92865 18 Military Cutoff Road Wilmington New Hanover North Carolina 28405 ------------------------------------------------------------------------------------------------------------------------------------ 19 19.01 200 Santa Ana Boulevard Santa Ana Orange California 92701 19.02 801 Civic Center Drive Santa Ana Orange California 92701 19.03 405 West 5th Street Santa Ana Orange California 92701 ------------------------------------------------------------------------------------------------------------------------------------ 20 349-351 Peachtree Hills Avenue Atlanta Fulton Georgia 30305 21 121 Fourth Avenue South Nashville Davidson Tennessee 37201 22 3100 Thornton Burbank Los Angeles California 91504 23 28200 Highway 189 Lake Arrowhead San Bernardino California 92352 24 15345 West 119th Street (P1); 12075 South Strang Line Road (P2) Olathe Johnson Kansas 66062 25 501 North Broadway St. Louis Saint Louis City Missouri 63102 26 3 Executive Campus Cherry Hill Camden New Jersey 08002 27 1341 G Street Washington District of Columbia District of Columbia 20005 28 2300 East Devon Road Des Plaines Cook Illinois 60018 29 330 Tijeras Avenue, NW Albuquerque Bernalillo New Mexico 87102 30 260 Shennecossett Rd Groton New London Connecticut 06340 31 12264 El Camino Real San Diego San Diego California 92130 32 18871 Teller Avenue, 18872 & 18902 Bardeen Avenue, and 2525 & 2601 Campus Drive Irvine Orange California 92612 33 2470 Highcrest Road Roseville Ramsey Minnesota 55113 34 83 Wooster Heights Road Danbury Fairfield Connecticut 06810 ------------------------------------------------------------------------------------------------------------------------------------ 35 35.01 2810 E Trinity Mills Road Carrollton Dallas Texas 75006 35.02 819 West Arapaho Road Richardson Dallas Texas 75080 ------------------------------------------------------------------------------------------------------------------------------------ 36 200 North Broadway St Louis St. Louis Missouri 63101 37 1401 Ocean Avenue Santa Monica Los Angeles California 90401 38 500 East 84th Street Thornton Adams Colorado 80229 39 8439 West Sunset Boulevard West Hollywood Los Angeles California 90069 40 1 West Washington Street Chicago Cook Illinois 60602 41 6900 South McCarran Boulevard Reno Washoe Nevada 89509 42 1355 Beverly Road McLean Fairfax Virginia 22101 43 919 Congress Avenue Austin Travis Texas 78701 44 1218 Third Avenue Seattle King Washington 98101 45 590 Farrington Highway Kapolei Honolulu Hawaii 96707 46 873 New Loudon Road Latham Albany New York 12110 ------------------------------------------------------------------------------------------------------------------------------------ 47 47.01 1050 East Highway 131 Clarksville Clark Indiana 47129 47.02 10101 East Washington Street Indianapolis Marion Indiana 46229 47.03 8921 U.S. Highway 31 South Indianapolis Marion Indiana 46227 ------------------------------------------------------------------------------------------------------------------------------------ 48 3333 West Thunderbird Road Phoenix Maricopa Arizona 85053 49 3111 S. Dixie Highway West Palm Beach Palm Beach Florida 33401 50 615 Washington Avenue SE Minneapolis Hennepin Minnesota 55414 51 1600-1660 Route 23 North Wayne Passaic New Jersey 07470 ------------------------------------------------------------------------------------------------------------------------------------ 52 52.01 377 & 381 Riverside Drive Franklin Williamson Tennessee 37064 52.02 5300 Maryland Way Brentwood Williamson Tennessee 37027 ------------------------------------------------------------------------------------------------------------------------------------ 53 711 Atlantic Avenue Boston Suffolk Massachusetts 02111 54 1560 Leucadia Boulevard Encinitas San Diego California 92024 55 5850 University Drive Huntsville Madison Alabama 35806 56 200 South Virginia Street Reno Washoe Nevada 89501 57 1241-1249 Third Street Santa Monica Los Angeles California 90401 58 2401 Pleasant Valley Road York York Pennsylvania 17402 59 25 Melville Park Road Melville Suffolk New York 11747 60 1001 North Miami Boulevard Durham Durham North Carolina 27703 61 7001-7151 North Oracle Road Tucson Pima Arizona 85704 62 4750 Eastern Valley Road Bessemer Jefferson Alabama 35111 63 2055-2097 Telegraph Road Bloomfield Hills Oakland Michigan 48302 64 17 Clover Drive Hollidaysburg Blair Pennsylvania 16648 65 2105 S. Boulevard West Troy Oakland Michigan 48098 ------------------------------------------------------------------------------------------------------------------------------------ 66 66.01 777 Commerce Drive Fairfield Fairfield Connecticut 06430 66.02 1375 Kings Highway East Fairfield Fairfield Connecticut 06430 ------------------------------------------------------------------------------------------------------------------------------------ 67 2551 and 2591 Compass Road Glenview Cook Illinois 60026 68 1420 Harbor Bay Parkway Alameda Alameda California 94502 69 50 West Daily Drive Camarillo Ventura California 93010 70 3430 Toringdon Way Charlotte Mecklenburg North Carolina 28277 71 1651 Gunbarrel Road Chattanooga Hamilton Tennessee 37421 72 175 S. Lake Avenue & 825 Cordova Street Pasadena Los Angeles California 91101 73 440 Sarasota Avenue San Jose Santa Clara California 95129 74 1000-1152 Sunset Road Henderson Clark Nevada 89014 75 2381 East Windmill Lane Las Vegas Clark Nevada 89123 76 8363 West Sunset Road Las Vegas Clark Nevada 89113 77 2505 Second Avenue Seattle King Washington 98121 78 10900 Lakeline Mall Drive Austin Williamson Texas 78717 79 4690 Longley Lane Reno Washoe Nevada 89502 80 542 Bypass 72 NW Greenwood Greenwood South Carolina 29649 81 3903 Northdale Boulevard Tampa Hillsborough Florida 33624 82 8655 - 8671 Lyra Drive Columbus Delaware Ohio 43240 83 100 North 17th Street Philadelphia Philadelphia Pennsylvania 19103 84 88 Highland Crossing East Ellijay Gilmer Georgia 30540 85 3275, 3279, 3281 & 3285 Veterans Memorial Highway Ronkonkoma Suffolk New York 11779 86 2907-2909 West Bay to Bay Boulevard Tampa Hillsborough Florida 33629 87 2501 Compass Road Glenview Cook Illinois 60026 88 9555 South University Boulevard Highlands Ranch Douglas Colorado 80126 89 14835 East Shea Boulevard Fountain Hills Maricopa Arizona 85268 90 13203 North Enon Church Road Chester Chesterfield Virginia 23836 91 6312 Nagle Avenue Chicago Cook Illinois 60646 92 1130 and 1142 Fremont Boulevard Seaside Monterey California 93955 93 2108 North Pacific Street Seattle King Washington 98103 94 5000 Blazer Memorial Parkway Dublin Franklin Ohio 43017 95 2886-2888 West Grant Line Road Tracy San Joaquin California 95304 96 110 East Atlantic Avenue Delray Beach Palm Beach Florida 33444 97 8395 West Sunset Road Las Vegas Clark Nevada 89113 98 2720 North Harbor Boulevard Fullerton Orange California 92835 99 12502 - 12503 Exchange Drive Stafford Fort Bend Texas 77477 100 100 Bank Street Burlington Chittenden Vermont 05401 101 3949 & 3959 Ruffin Road Kearny Mesa San Diego California 92123 102 6801 Lake Worth Road Lake Worth Palm Beach Florida 33467 103 9380 - 9480 Warner Avenue and 17075 Bushard Street Fountain Valley Orange California 92708 104 41-89 Vaughan Lane Pell City Saint Clair Alabama 35125 105 1500 Sunday Drive Raleigh Wake North Carolina 27607 106 2828 West Thunderbird Road Phoenix Maricopa Arizona 85053 107 62 & 188 Founders Parkway Castle Rock Douglas Colorado 80104 108 225 Marketplace Connector Peachtree City Fayette Georgia 30269 109 1580 Space Center Drive Colorado Springs El Paso Colorado 80915 110 31600-31700 West Thirteen Mile Road Farmington Hills Oakland Michigan 48334 111 609, 615, 665 and 691 Sierra Rose Drive Reno Washoe Nevada 89511 112 1183-1207 Howell Mill Road Atlanta Fulton Georgia 30318 113 6001 Hiatus Road Tamarac Broward Florida 33321 114 8200 Wednesbury Lane Houston Harris Texas 77074 115 13900 North Portland Avenue Oklahoma City Oklahoma Oklahoma 73134 116 3209 Deans Bridge Road Augusta Richmond Georgia 30906 117 1360 Montgomery Highway Vestavia Jefferson Alabama 35216 118 4001 Wake Forest Road Raleigh Wake North Carolina 27609 119 4160 Route 83 Long Grove Lake Illinois 60047 120 US Highway 220 and Commonwealth Boulevard Martinsville Martinsville City Virginia 24112 121 135 North Park Place Stockbridge Henry Georgia 30281 122 19731 Smoky Hill Road Centennial Arapahoe Colorado 80015 123 5700 & 5702 Lake Worth Road Greenacres Palm Beach Florida 33463 124 721 Gregory Lane Pleasant Hill Contra Costa California 94523 125 4750 Hartland Parkway Lexington Fayette Kentucky 40515 126 630, 670 and 690 Sierra Rose Drive Reno Washoe Nevada 89511 ------------------------------------------------------------------------------------------------------------------------------------ 127 127.01 440 East 5th Street Long Beach Los Angeles California 90802 127.02 1254 East 1st Street Long Beach Los Angeles California 90802 ------------------------------------------------------------------------------------------------------------------------------------ 128 157 Montgomery Crossing Biscoe Montgomery North Carolina 27209 129 1017 North Marketplace Pueblo West Pueblo Colorado 81007 130 11819 State Highway 75 Hailey Blaine Idaho 83333 131 3601 Old Halifax Road South Boston Halifax Virginia 24592 132 4275 East Concours Ontario San Bernardino California 91764 133 3020 Santa Rosa Avenue Santa Rosa Sonoma California 95407 134 1244-1296 Anderson Crossing Drive Lawrenceburg Anderson Kentucky 40342 135 4301-4307 Clearview Parkway @ W. Esplanade Metairie Jefferson Louisiana 70006 136 3461 Brookside Road Stockton San Joaquin California 95219 137 826 South Hobart Boulevard Los Angeles Los Angeles California 90005 138 1225 North Bluegrove Road Lancaster Dallas Texas 75146 139 3025 Triumph Drive Sun Prarie Dane Wisconsin 53590 140 6770 South McCarran Boulevard Reno Washoe Nevada 89509 141 12407 Sowden Road Houston Harris Texas 77080 142 689 Sierra Rose Drive Reno Washoe Nevada 89511 Stated Allocated Original Remaining Original Cut-off Cut-off Date Term to Term to Interest GCCFC 05-GG3 Original Date Balance Maturity Maturity Only Term Loan ID Balance Balance (multi-property Seasoning (mos.) (mos.) (mos.) 1 $251,000,000 $250,391,107.83 2 61 59 0 2 $237,000,000 $234,752,792.07 8 59 51 0 3 $225,000,000 $225,000,000.00 0 120 120 36 4 $214,770,000 $214,770,000.00 2 83 81 83 5 $181,500,000 $181,500,000.00 1 60 59 60 6 $155,000,000 $154,827,634.22 1 60 59 0 7 $135,000,000 $135,000,000.00 2 60 58 60 8 $112,000,000 $112,000,000.00 4 120 116 59 9 $100,000,000 $100,000,000.00 2 120 118 47 ---------------------------------------------------------------------------------------------------------------------------------- 10 $98,660,000 $98,660,000.00 2 60 58 60 10.01 $24,540,000.00 10.02 $13,680,000.00 10.03 $11,120,000.00 10.04 $9,440,000.00 10.05 $8,960,000.00 10.06 $8,520,000.00 10.07 $8,160,000.00 10.08 $7,440,000.00 10.09 $6,800,000.00 ---------------------------------------------------------------------------------------------------------------------------------- 11 $88,900,000 $88,900,000.00 3 84 81 48 12 $76,000,000 $75,776,163.02 4 120 116 0 13 $75,000,000 $75,000,000.00 0 120 120 0 14 $67,500,000 $67,500,000.00 2 120 118 120 15 $65,000,000 $65,000,000.00 2 120 118 24 16 $64,000,000 $64,000,000.00 4 120 116 59 17 $60,050,000 $60,050,000.00 3 84 81 84 18 $52,000,000 $52,000,000.00 1 120 119 12 ---------------------------------------------------------------------------------------------------------------------------------- 19 $48,200,000 $48,200,000.00 6 84 78 24 19.01 $21,993,948.10 19.02 $14,337,198.84 19.03 $11,868,853.06 ---------------------------------------------------------------------------------------------------------------------------------- 20 $48,000,000 $48,000,000.00 3 60 57 24 21 $36,000,000 $35,896,706.86 2 120 118 0 22 $35,700,000 $35,700,000.00 2 120 118 7 23 $34,500,000 $34,500,000.00 4 120 116 36 24 $33,150,000 $33,150,000.00 1 84 83 48 25 $30,750,000 $30,750,000.00 5 60 55 60 26 $30,000,000 $30,000,000.00 1 120 119 24 27 $28,000,000 $28,000,000.00 5 120 115 60 28 $26,000,000 $25,679,805.13 6 240 234 0 29 $23,800,000 $23,694,569.16 3 84 81 0 30 $22,000,000 $22,000,000.00 5 120 115 12 31 $21,200,000 $21,200,000.00 4 120 116 24 32 $21,000,000 $21,000,000.00 2 120 118 24 33 $20,860,000 $20,679,031.01 8 120 112 0 34 $20,250,000 $20,215,329.01 2 120 118 0 ---------------------------------------------------------------------------------------------------------------------------------- 35 $20,170,000 $20,170,000.00 2 120 118 24 35.01 $11,850,000.00 35.02 $8,320,000.00 ---------------------------------------------------------------------------------------------------------------------------------- 36 $20,000,000 $19,877,689.35 7 84 77 0 37 $19,480,000 $19,480,000.00 2 120 118 24 38 $19,000,000 $19,000,000.00 1 60 59 24 39 $17,520,000 $17,520,000.00 2 120 118 24 40 $17,400,000 $17,360,516.87 2 120 118 0 41 $17,200,000 $17,144,612.00 4 120 116 0 42 $16,800,000 $16,800,000.00 1 120 119 24 43 $16,500,000 $16,472,187.03 2 84 82 0 44 $15,675,000 $15,675,000.00 2 84 82 24 45 $15,400,000 $15,400,000.00 0 120 120 24 46 $15,000,000 $15,000,000.00 5 120 115 23 ---------------------------------------------------------------------------------------------------------------------------------- 47 $15,000,000 $14,985,090.50 1 120 119 0 47.01 $8,223,038.47 47.02 $4,127,486.30 47.03 $2,634,565.72 ---------------------------------------------------------------------------------------------------------------------------------- 48 $15,000,000 $14,937,314.07 4 120 116 0 49 $14,800,000 $14,800,000.00 0 120 120 0 50 $14,500,000 $14,406,706.35 5 60 55 0 51 $14,200,000 $14,200,000.00 3 120 117 12 ---------------------------------------------------------------------------------------------------------------------------------- 52 $14,000,000 $14,000,000.00 2 120 118 24 52.01 $9,170,000.00 52.02 $4,830,000.00 ---------------------------------------------------------------------------------------------------------------------------------- 53 $13,750,000 $13,689,093.11 5 84 79 0 54 $13,700,000 $13,631,695.90 5 96 91 0 55 $13,500,000 $13,500,000.00 4 120 116 12 56 $12,750,000 $12,750,000.00 3 84 81 24 57 $12,500,000 $12,454,689.81 4 120 116 0 58 $12,000,000 $11,964,671.51 3 120 117 0 59 $11,750,000 $11,750,000.00 4 120 116 18 60 $11,440,000 $11,440,000.00 3 120 117 12 61 $11,300,000 $11,300,000.00 4 60 56 60 62 $11,200,000 $11,200,000.00 3 120 117 12 63 $11,200,000 $11,189,840.70 1 120 119 0 64 $10,320,000 $10,320,000.00 2 120 118 24 65 $10,050,000 $10,040,511.62 1 120 119 0 ---------------------------------------------------------------------------------------------------------------------------------- 66 $10,000,000 $10,000,000.00 7 60 53 60 66.01 $6,500,000.00 66.02 $3,500,000.00 ---------------------------------------------------------------------------------------------------------------------------------- 67 $9,800,000 $9,791,662.06 1 120 119 0 68 $9,500,000 $9,472,403.79 3 84 81 0 69 $9,000,000 $8,963,662.56 3 120 117 0 70 $8,850,000 $8,850,000.00 6 120 114 12 71 $8,700,000 $8,700,000.00 1 60 59 60 72 $8,630,000 $8,630,000.00 1 120 119 24 73 $8,600,000 $8,589,215.82 1 120 119 0 74 $8,500,000 $8,500,000.00 7 120 113 60 75 $8,450,000 $8,450,000.00 5 84 79 48 76 $8,415,000 $8,415,000.00 3 120 117 24 77 $8,200,000 $8,200,000.00 5 60 55 60 78 $8,100,000 $8,100,000.00 5 96 91 60 79 $8,000,000 $7,978,405.89 3 120 117 0 80 $7,620,000 $7,620,000.00 1 120 119 24 81 $7,600,000 $7,564,410.61 5 120 115 0 82 $7,500,000 $7,492,545.25 1 120 119 0 83 $7,280,000 $7,280,000.00 3 60 57 60 84 $7,100,000 $7,100,000.00 1 120 119 12 85 $7,000,000 $7,000,000.00 6 60 54 60 86 $7,000,000 $7,000,000.00 2 120 118 12 87 $6,800,000 $6,794,214.50 1 120 119 0 88 $6,750,000 $6,750,000.00 2 120 118 24 89 $6,650,000 $6,643,891.53 1 120 119 0 90 $6,500,000 $6,500,000.00 8 120 112 18 91 $6,446,000 $6,446,000.00 2 84 82 12 92 $6,342,000 $6,342,000.00 0 120 120 0 93 $6,225,000 $6,207,358.40 3 120 117 0 94 $6,120,000 $6,096,114.92 4 120 116 0 95 $6,000,000 $6,000,000.00 1 120 119 24 96 $5,900,000 $5,872,371.39 5 84 79 0 97 $5,800,000 $5,800,000.00 3 120 117 24 98 $5,700,000 $5,700,000.00 5 84 79 24 99 $5,650,000 $5,618,061.30 6 120 114 0 100 $5,600,000 $5,600,000.00 4 120 116 24 101 $5,600,000 $5,600,000.00 2 60 58 24 102 $5,500,000 $5,471,034.62 5 60 55 0 103 $5,185,000 $5,130,916.57 3 180 177 0 104 $5,050,000 $5,039,643.81 2 120 118 0 105 $5,000,000 $4,992,186.40 1 120 119 0 106 $4,900,000 $4,881,052.62 4 120 116 0 107 $4,850,000 $4,850,000.00 2 120 118 24 108 $4,750,000 $4,741,009.68 2 120 118 0 109 $4,700,000 $4,695,098.98 1 120 119 0 110 $4,700,000 $4,673,474.18 6 120 114 0 111 $4,600,000 $4,584,050.90 4 120 116 0 112 $4,500,000 $4,477,959.31 5 120 115 0 113 $4,000,000 $4,000,000.00 5 120 115 36 114 $4,000,000 $4,000,000.00 1 120 119 12 115 $4,000,000 $3,988,651.00 3 120 117 0 116 $3,920,000 $3,920,000.00 1 120 119 24 117 $3,850,000 $3,838,920.35 3 120 117 0 118 $3,800,000 $3,800,000.00 7 60 53 60 119 $3,750,000 $3,750,000.00 5 60 55 60 120 $3,575,000 $3,575,000.00 5 120 115 24 121 $3,550,000 $3,536,754.86 4 120 116 0 122 $3,500,000 $3,500,000.00 2 120 118 24 123 $3,450,000 $3,431,830.81 5 60 55 0 124 $3,400,000 $3,397,088.41 1 120 119 0 125 $3,050,000 $3,040,871.46 3 120 117 0 126 $3,000,000 $2,986,578.72 5 120 115 0 ---------------------------------------------------------------------------------------------------------------------------------- 127 $2,900,000 $2,897,463.50 1 120 119 0 127.01 $1,608,591.80 127.02 $1,288,871.69 ---------------------------------------------------------------------------------------------------------------------------------- 128 $2,880,000 $2,880,000.00 6 120 114 12 129 $2,770,000 $2,720,901.58 5 180 175 0 130 $2,700,000 $2,682,156.89 5 120 115 0 131 $2,600,000 $2,600,000.00 5 120 115 24 132 $2,600,000 $2,592,732.77 3 120 117 0 133 $2,598,000 $2,586,800.55 5 120 115 0 134 $2,550,000 $2,544,919.26 2 120 118 0 135 $2,500,000 $2,495,174.08 2 120 118 0 136 $2,200,000 $2,191,433.69 4 120 116 0 137 $2,025,000 $2,015,158.82 5 120 115 0 138 $2,000,000 $1,991,921.16 5 120 115 0 139 $1,850,000 $1,850,000.00 4 120 116 12 140 $1,425,000 $1,419,034.82 5 120 115 0 141 $1,125,000 $1,120,740.09 4 120 116 0 142 $1,125,000 $1,119,978.60 5 120 115 0 Remaining Interest Upfront Upfront Original Only Remaining Letter Actual Actual GCCFC 05-GG3 Amortization Period Amortization of Repair Replacement Loan ID Term (mos.) (mos.) Term (mos.) Guarantor Credit Reserve Reserves 1 360 0 358 No No $0 $0 2 360 0 352 No No $0 $0 3 360 36 360 Non-recourse Carveout No $0 $15,457 4 NA 81 NA No No $1,122,000 $0 5 NA 59 NA Non-recourse Carveout No $0 $0 6 360 0 359 No No $0 $0 7 NA 58 NA Non-recourse Carveout No $0 $0 8 360 55 360 Non-recourse Carveout No $5,500 $2,055 9 360 45 360 Non-recourse Carveout No $6,900 $0 ----------------------------------------------------------------------------------------------------------------------------------- 10 NA 58 NA Non-recourse Carveout No $1,025,125 $1,073,000 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 ----------------------------------------------------------------------------------------------------------------------------------- 11 360 45 360 Non-recourse Carveout No $0 $2,061,700 12 360 0 356 Non-recourse Carveout No $0 $10,832 13 300 0 300 Non-recourse Carveout No $422,625 $0 14 NA 118 NA Non-recourse Carveout No $0 $776,368 15 360 22 360 Non-recourse Carveout No $11,875 $7,940 16 324 55 324 Non-recourse Carveout No $988,125 $0 17 NA 81 NA Non-recourse Carveout No $371,655 $50,000 18 360 11 360 Non-recourse Carveout No $0 $0 ----------------------------------------------------------------------------------------------------------------------------------- 19 360 18 360 Non-recourse Carveout No $0 $383,751 19.01 19.02 19.03 ----------------------------------------------------------------------------------------------------------------------------------- 20 360 21 360 Non-recourse Carveout No $1,245,000 $8,903 21 300 0 298 Non-recourse Carveout No $0 $0 22 360 5 360 Non-recourse Carveout No $0 $0 23 360 32 360 Non-recourse Carveout No $181,606 $6,028 24 360 47 360 Non-recourse Carveout No $250,000 $0 25 NA 55 NA Non-recourse Carveout No $4,500,000 $3,618 26 360 23 360 Non-recourse Carveout Yes $17,375 $7,320 27 360 55 360 Non-recourse Carveout No $275 $99,954 28 240 0 234 Non-recourse Carveout No $0 $2,040 29 300 0 297 Non-recourse Carveout No $138,600 $0 30 360 7 360 Non-recourse Carveout Yes $218,750 $86,000 31 360 20 360 Non-recourse Carveout No $1,500 $632 32 360 22 360 Non-recourse Carveout No $0 $0 33 360 0 352 Non-recourse Carveout No $0 $0 34 360 0 358 Non-recourse Carveout No $0 $68,793 ----------------------------------------------------------------------------------------------------------------------------------- 35 360 22 360 Non-recourse Carveout No $0 $200,000 35.01 35.02 ----------------------------------------------------------------------------------------------------------------------------------- 36 360 0 353 Non-recourse Carveout No $101,250 $0 37 360 22 360 Non-recourse Carveout No $9,780 $595 38 360 23 360 Non-recourse Carveout No $270,588 $0 39 360 22 360 Non-recourse Carveout No $24,938 $709 40 300 0 298 Non-recourse Carveout No $0 $0 41 360 0 356 Non-recourse Carveout No $10,388 $2,382 42 360 23 360 Non-recourse Carveout Yes $243,750 $877 43 360 0 358 Non-recourse Carveout No $0 $0 44 360 22 360 Non-recourse Carveout No $1,586,277 $2,651 45 360 24 360 Non-recourse Carveout No $0 $641 46 360 18 360 Non-recourse Carveout No $0 $3,191 ----------------------------------------------------------------------------------------------------------------------------------- 47 360 0 359 Non-recourse Carveout No $65,625 $2,605 47.01 47.02 47.03 ----------------------------------------------------------------------------------------------------------------------------------- 48 360 0 356 Non-recourse Carveout No $156,625 $0 49 360 0 360 Non-recourse Carveout No $12,500 $0 50 300 0 295 Non-recourse Carveout No $0 $0 51 360 9 360 Non-recourse Carveout No $0 $700 ----------------------------------------------------------------------------------------------------------------------------------- 52 360 22 360 Non-recourse Carveout No $0 $2,231 52.01 52.02 ----------------------------------------------------------------------------------------------------------------------------------- 53 360 0 355 Non-recourse Carveout No $623,000 $1,736 54 360 0 355 Non-recourse Carveout No $0 $465 55 360 8 360 Non-recourse Carveout No $0 $1,932 56 360 21 360 Non-recourse Carveout No $8,750 $1,942 57 360 0 356 Non-recourse Carveout No $0 $384 58 360 0 357 Non-recourse Carveout No $0 $0 59 360 14 360 Non-recourse Carveout No $15,375 $1,684 60 360 9 360 Non-recourse Carveout No $140,000 $2,493 61 NA 56 NA Non-recourse Carveout No $94,750 $1,729 62 360 9 360 Non-recourse Carveout No $0 $792 63 360 0 359 Non-recourse Carveout No $68,000 $1,078 64 360 22 360 Non-recourse Carveout No $70,000 $54,042 65 360 0 359 Non-recourse Carveout No $0 $0 ----------------------------------------------------------------------------------------------------------------------------------- 66 NA 53 NA Non-recourse Carveout No $28,375 $1,900 66.01 66.02 ----------------------------------------------------------------------------------------------------------------------------------- 67 360 0 359 Non-recourse Carveout No $0 $0 68 360 0 357 Non-recourse Carveout No $49,125 $0 69 300 0 297 Non-recourse Carveout No $0 $1 70 360 6 360 Non-recourse Carveout No $0 $598 71 NA 59 NA Non-recourse Carveout No $0 $655 72 360 23 360 Non-recourse Carveout No $0 $0 73 300 0 299 Non-recourse Carveout No $0 $5,512 74 360 53 360 Non-recourse Carveout No $0 $629 75 360 43 360 Non-recourse Carveout No $0 $0 76 360 21 360 Non-recourse Carveout No $0 $702 77 NA 55 NA Non-recourse Carveout No $0 $1,743 78 360 55 360 Non-recourse Carveout No $0 $721 79 360 0 357 Non-recourse Carveout No $0 $16,297 80 360 23 360 Non-recourse Carveout No $0 $1,525 81 360 0 355 Non-recourse Carveout No $46,875 $1,513 82 360 0 359 Non-recourse Carveout No $0 $0 83 NA 57 NA Non-recourse Carveout No $10,250 $2,215 84 336 11 336 Non-recourse Carveout No $0 $694 85 NA 54 NA Non-recourse Carveout No $27,040 $1,087 86 360 10 360 Non-recourse Carveout No $179,500 $2,971 87 360 0 359 Non-recourse Carveout No $0 $0 88 360 22 360 Non-recourse Carveout No $0 $0 89 360 0 359 Non-recourse Carveout No $5,055 $0 90 360 10 360 Non-recourse Carveout Yes $276,472 $1,667 91 348 10 348 Non-recourse Carveout No $0 $0 92 360 0 360 Non-recourse Carveout No $10,248 $1,121 93 360 0 357 Non-recourse Carveout No $0 $4,351 94 360 0 356 Non-recourse Carveout No $0 $0 95 360 23 360 Non-recourse Carveout No $0 $482 96 360 0 355 Non-recourse Carveout No $0 $0 97 360 21 360 Non-recourse Carveout No $0 $483 98 360 19 360 Non-recourse Carveout No $7,500 $40,945 99 360 0 354 Non-recourse Carveout No $103,313 $0 100 360 20 360 Non-recourse Carveout No $3,125 $0 101 360 22 360 Non-recourse Carveout No $21,488 $497 102 360 0 355 Non-recourse Carveout No $0 $14,901 103 180 0 177 Non-recourse Carveout No $28,750 $1,014 104 360 0 358 Non-recourse Carveout No $0 $386 105 300 0 299 Non-recourse Carveout Yes $0 $0 106 360 0 356 Non-recourse Carveout No $0 $644 107 360 22 360 Non-recourse Carveout No $0 $0 108 360 0 358 Non-recourse Carveout No $0 $5,469 109 360 0 359 Non-recourse Carveout Yes $0 $0 110 360 0 354 Non-recourse Carveout No $50,775 $747 111 360 0 356 Non-recourse Carveout No $0 $7,855 112 360 0 355 Non-recourse Carveout No $2,125 $0 113 360 31 360 Non-recourse Carveout No $0 $547 114 360 11 360 Non-recourse Carveout No $19,375 $1,634 115 360 0 357 Non-recourse Carveout No $0 $2,600 116 360 23 360 Non-recourse Carveout No $0 $643 117 360 0 357 Non-recourse Carveout No $0 $747 118 NA 53 NA Non-recourse Carveout No $0 $100,000 119 NA 55 NA Non-recourse Carveout No $62,500 $426 120 360 19 360 Non-recourse Carveout No $0 $425 121 360 0 356 Non-recourse Carveout No $0 $0 122 360 22 360 Non-recourse Carveout No $0 $0 123 360 0 355 Non-recourse Carveout No $0 $7,688 124 360 0 359 Non-recourse Carveout No $0 $0 125 360 0 357 Non-recourse Carveout No $85,750 $322 126 360 0 355 Non-recourse Carveout No $0 $5,101 ----------------------------------------------------------------------------------------------------------------------------------- 127 360 0 359 Non-recourse Carveout No $9,830 $27,939 127.01 127.02 ----------------------------------------------------------------------------------------------------------------------------------- 128 360 6 360 Non-recourse Carveout No $0 $317 129 180 0 175 Non-recourse Carveout No $0 $0 130 300 0 295 Non-recourse Carveout No $844 $0 131 360 19 360 Non-recourse Carveout No $0 $218 132 360 0 357 Non-recourse Carveout No $0 $2,543 133 360 0 355 Non-recourse Carveout No $0 $874 134 360 0 358 Non-recourse Carveout No $0 $206 135 360 0 358 Non-recourse Carveout No $1,250 $0 136 360 0 356 Non-recourse Carveout No $0 $0 137 360 0 355 Non-recourse Carveout No $0 $0 138 360 0 355 Non-recourse Carveout No $0 $0 139 360 8 360 Non-recourse Carveout Yes $0 $5,000 140 360 0 355 Non-recourse Carveout No $0 $2,418 141 360 0 356 Non-recourse Carveout No $11,250 $0 142 360 0 355 Non-recourse Carveout No $0 $1,961 Ongoing Actual Monthly Monthly Late GCCFC 05-GG3 Replacement Upfront Monthly Tax Insurance Payment Grace Default Grace Loan ID Reserves TI/LC TI/LC Escrow Escrow Day Period Period 1 $0 $0 $0 $0 $0 1 0 3 days for the first occurrence in a prior 12 month period, otherwise 0. 2 $0 $0 $0 $0 $0 1 0 0 3 $15,457 $61,826 $61,826 $329,700 $44,182 6 0 0 4 $0 $0 $0 $0 $0 1 0 0 5 $0 $0 $0 $158,932 $12,141 1 0 0 6 $0 $0 $0 $0 $0 1 0 0 7 $0 $0 $0 $0 $0 1 1 1 8 $2,055 $6,851 $6,851 $35,631 $15,946 6 5 0 9 $2,925 $7,156 $7,156 $54,802 $26,892 6 5 0 ------------------------------------------------------------------------------------------------------------------------------------ 10 $19,135 $0 $0 $75,666 $43,737 6 5 0 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 ------------------------------------------------------------------------------------------------------------------------------------ 11 $14,055 $5,400,000 $0 $180,371 $15,739 6 0 0 12 $5,416 $25,000 $12,500 $95,000 $16,000 6 0 0 13 $0 $0 $0 $0 $0 1 5 5 14 $5,583 $3,626,937 $0 $0 $0 8 0 0 15 $7,940 $1,300,000 $50,000 $166,267 $18,891 6 0 0 16 $8,368 $537,429 $41,841 $133,473 $15,707 6 0 0 17 $0 $2,000,000 $0 $1 $1 6 5 0 18 $3,235 $0 $8,620 $0 $0 6 0 0 ------------------------------------------------------------------------------------------------------------------------------------ 19 $7,391 $0 $36,953 $30,803 $5,976 6 0 0 19.01 19.02 19.03 ------------------------------------------------------------------------------------------------------------------------------------ 20 $8,903 $25,000 $25,000 $53,779 $6,835 1 5 5 21 $74,963 $0 $0 $67,177 $15,196 6 0 0 22 $0 $8,947,005 $0 $31,516 $3,432 6 0 0 23 $6,028 $0 $0 $6,254 $6,776 1 5 5 24 $0 $1,885,500 $0 $1 $1 6 0 0 25 $3,618 $33,333 $33,333 $33,426 $7,002 1 5 5 26 $7,320 $1,711,449 $27,449 $89,997 $11,377 6 0 0 27 $2,127 $3,000,000 $0 $53,454 $3,429 6 0 0 28 $2,040 $20,833 $20,833 $45,529 $4,047 1 5 5 29 $0 $0 $0 $0 $0 6 0 0 30 $0 $0 $0 $19,733 $7,857 1 5 5 31 $632 $0 $0 $22,975 $1,495 1 5 5 32 $2,189 $1,381,418 $14,530 $16,100 $4,600 6 0 0 33 $2,996 $0 $5,417 $24,708 $880 1 0 0 34 $3,583 $466,622 $17,917 $36,640 $4,871 6 0 0 ------------------------------------------------------------------------------------------------------------------------------------ 35 $3,820 $250,000 $8,051 $50,700 $6,200 6 5 0 35.01 35.02 ------------------------------------------------------------------------------------------------------------------------------------ 36 $5,618 $2,027,840 $35,114 $32,474 $8,510 1 0 0 37 $595 $0 $12,873 $9,913 $1,420 6 0 0 38 $5,963 $750,000 $31,385 $62,413 $10,919 6 0 0 39 $709 $0 $11,132 $7,467 $1,170 6 0 0 40 $32,507 $0 $0 $33,483 $0 6 0 0 41 $1,191 $14,888 $7,444 $13,494 $1,204 6 0 0 42 $877 $12,500 $12,500 $11,016 $3,047 1 5 5 43 $4,375 $1,000,000 $58,782 $44,590 $2,834 6 0 0 44 $2,651 $568,952 $15,904 $14,002 $9,250 6 0 0 45 $641 $5,340 $5,340 $5,134 $6,821 1 5 5 46 $3,191 $10,636 $10,636 $33,000 $0 6 5 0 ------------------------------------------------------------------------------------------------------------------------------------ 47 $2,605 $3,333 $3,333 $23,051 $3,208 1 5 5 47.01 47.02 47.03 ------------------------------------------------------------------------------------------------------------------------------------ 48 $13,585 $0 $0 $22,340 $8,258 6 0 0 49 $2,934 $1,000,000 $0 $23,885 $4,935 6 0 0 50 $27,612 $0 $0 $42,671 $14,458 6 0 0 51 $700 $2,333 $2,333 $18,144 $1,000 6 5 0 ------------------------------------------------------------------------------------------------------------------------------------ 52 $2,231 $9,140 $9,140 $16,462 $3,430 6 0 0 52.01 52.02 ------------------------------------------------------------------------------------------------------------------------------------ 53 $1,736 $200,000 $6,942 $31,000 $1,600 6 0 0 54 $1,138 $120,125 $1,684 $26,243 $5,909 6 0 0 55 $1,832 $0 $0 $6,934 $2,562 1 5 5 56 $1,942 $6,250 $6,250 $16,894 $2,372 1 5 5 57 $192 $181,572 $3,286 $869 $932 6 0 0 58 $1,457 $0 $6,509 $17,060 $1,310 6 0 0 59 $1,684 $302,371 $6,250 $16,826 $1,188 1 5 5 60 $2,493 $2,917 $2,917 $9,013 $1,735 1 15 5 61 $1,729 $0 $0 $13,204 $2,447 1 5 5 62 $792 $0 $0 $2,742 $772 1 5 5 63 $1,078 $3,333 $3,333 $9,090 $1,838 1 5 5 64 $4,042 $0 $0 $12,986 $0 1 5 5 65 $994 $0 $2,319 $4,996 $3,627 6 0 0 ------------------------------------------------------------------------------------------------------------------------------------ 66 $1,900 $180,875 $7,400 $10,200 $1,900 1 0 0 66.01 66.02 ------------------------------------------------------------------------------------------------------------------------------------ 67 $0 $0 $3,333 $18,417 $1,289 1 5 5 68 $2,010 $1,000,000 $0 $19,270 $6,286 6 0 0 69 $0 $0 $0 $0 $0 6 0 0 70 $598 $4,116 $4,116 $9,612 $725 1 15 5 71 $655 $5,000 $5,000 $3,639 $1,042 1 5 5 72 $0 $210,243 $1,250 $5,700 $458 6 0 0 73 $2,756 $0 $0 $6,249 $4,950 6 0 0 74 $629 $4,167 $0 $4,124 $884 1 5 5 75 $560 $450,000 $0 $3,845 $1,196 6 0 0 76 $702 $5,667 $5,667 $9,042 $1,330 1 5 5 77 $1,743 $0 $0 $9,871 $2,007 1 5 5 78 $721 $0 $0 $26,011 $0 1 5 5 79 $0 $53,026 $0 $23,573 $0 6 0 0 ---------------------------- 80 $1,525 $225,000 $0 $9,166 $653 1 5 5 ---------------------------- 81 $1,513 $2,813 $2,813 $12,649 $2,927 1 5 5 82 $507 $0 $1,184 $8,045 $700 6 0 0 83 $2,215 $8,333 $8,333 $9,595 $1,621 1 5 5 84 $694 $0 $0 $4,400 $1,010 1 5 5 85 $1,087 $4,167 $4,167 $20,372 $0 1 5 5 86 $2,971 $40,000 $0 $9,815 $2,279 1 5 5 87 $0 $0 $2,083 $12,500 $836 1 5 5 88 $0 $150,000 $0 $0 $0 1 5 5 89 $356 $0 $1,186 $9,871 $1,531 6 0 0 90 $1,667 $400,000 $0 $6,822 $1,743 1 5 5 91 $496 $0 $0 $10,031 $1,359 6 0 0 92 $561 $4,134 $2,067 $7,764 $1,227 6 0 0 93 $2,176 $0 $0 $11,488 $0 6 0 0 94 $0 $4,167 $4,167 $18,081 $909 1 5 5 95 $482 $1,250 $1,250 $3,905 $1,309 1 5 5 96 $639 $200,000 $1,500 $8,909 $6,156 6 0 0 97 $483 $2,416 $2,416 $7,013 $947 1 5 5 98 $257 $3,833 $3,833 $3,386 $1,225 1 5 5 99 $1,569 $165,000 $3,137 $6,408 $2,153 6 0 0 100 $1,150 $426,000 $0 $17,568 $1,959 6 0 0 101 $497 $0 $0 $4,945 $1,347 1 5 5 102 $0 $62,000 $0 $0 $1,711 1 5 5 103 $1,014 $400,000 $0 $6,957 $685 1 5 5 104 $386 $0 $0 $2,052 $1,908 1 5 5 105 $0 $250,000 $0 $0 $0 1 15 5 106 $322 $2,912 $1,456 $3,149 $419 6 0 0 107 $0 $120,000 $0 $0 $0 1 5 5 108 $456 $0 $1,250 $8,540 $1,845 6 0 0 109 $0 $93,227 $1,667 $2,695 $833 1 5 5 110 $747 $300,000 $0 $8,303 $727 1 5 5 111 $0 $40,463 $0 $5,904 $0 6 0 0 112 $711 $50,000 $2,500 $2,753 $1,147 6 5 0 113 $547 $0 $0 $2,117 $2,617 1 5 5 114 $1,634 $100,000 $0 $7,788 $1,427 1 5 5 115 $867 $0 $2,827 $4,507 $1,796 6 0 0 116 $643 $126,000 $0 $2,661 $291 1 5 5 117 $374 $3,131 $1,566 $3,633 $673 6 0 0 118 $657 $120,575 $3,333 $3,335 $635 1 15 0 119 $426 $40,000 $1,667 $4,136 $457 1 5 5 120 $425 $0 $0 $1,167 $312 1 5 5 121 $539 $0 $2,917 $4,869 $314 6 5 0 122 $0 $120,000 $0 $0 $0 1 5 5 123 $0 $45,000 $0 $0 $2,415 1 5 5 124 $0 $0 $0 $0 $0 6 0 0 125 $322 $1,500 $1,500 $2,011 $1,468 1 5 5 126 $0 $26,522 $0 $3,898 $0 1 3 0 ------------------------------------------------------------------------------------------------------------------------------------ 127 $0 $0 $0 $4,181 $1,120 6 0 0 127.01 127.02 ------------------------------------------------------------------------------------------------------------------------------------ 128 $317 $667 $667 $1,138 $396 1 15 5 129 $0 $0 $0 $0 $0 1 5 5 130 $1,916 $0 $0 $3,603 $2,160 6 0 0 131 $218 $0 $0 $750 $232 1 5 5 132 $0 $0 $0 $2,163 $0 1 5 5 133 $437 $2,652 $1,326 $3,154 $1,294 6 0 0 134 $206 $1,000 $1,000 $1,719 $1,036 1 5 5 135 $160 $50,000 $833 $2,521 $657 6 0 0 136 $242 $35,000 $1,754 $3,406 $595 6 0 0 137 $833 $0 $0 $1,645 $919 6 0 0 138 $0 $0 $0 $0 $0 6 0 0 139 $0 $0 $0 $0 $383 1 5 5 140 $0 $1,092 $1,092 $1,669 $0 1 3 0 141 $516 $0 $899 $0 $0 6 0 0 142 $0 $10,465 $294 $885 $0 1 3 0 GCCFC 05-GG3 Environmental Cash O&M Units of Loan ID Insurance Lockbox Management in Place Size Measure Originator 1 No Hard In Place No 493,706 sf Archon/Commerzbank 2 No Hard In Place No 536,890 sf Archon 3 No Hard Springing Yes 741915 sf GCFP 4 No Hard In Place No 1,299,522 sf Archon 5 No Hard In Place No 876,704 sf Archon 6 No Hard In Place No 700,908 sf Archon/Commerzbank 7 No Hard Springing No 732 Rooms Archon 8 No Hard Springing No 164425 sf GCFP 9 No Hard Springing Yes 160522 sf GCFP ------------------------------------------------------------------------------------------------------------------------------------ 10 Soft In Place 1073 Units GCFP 10.01 No No 221 Units 10.02 No No 132 Units 10.03 No No 132 Units 10.04 No No 108 Units 10.05 No No 96 Units 10.06 No No 96 Units 10.07 No No 96 Units 10.08 No No 84 Units 10.09 No No 108 Units ------------------------------------------------------------------------------------------------------------------------------------ 11 No Hard In Place Yes 843304 sf GCFP 12 No Hard In Place No 324955 sf GCFP 13 No Hard In Place No 374 Rooms Archon 14 No Hard In Place No 332955 sf Morgan Stanley 15 No Hard In Place No 477771 sf GCFP 16 No Hard Springing Yes 669462 sf GCFP 17 No Hard In Place Yes 299933 sf GCFP 18 No Hard Springing No 394018 sf GCFP ------------------------------------------------------------------------------------------------------------------------------------ 19 Hard In Place 384291 sf GCFP 19.01 No No 147892 sf 19.02 No No 124498 sf 19.03 No No 111901 sf ------------------------------------------------------------------------------------------------------------------------------------ 20 No No NAP Yes 427,351 sf Archon 21 No Hard Springing No 330 Rooms GCFP 22 No Hard Springing No 230800 sf GCFP 23 No No NAP Yes 233,532 sf Archon 24 No Hard In Place No 299224 sf GCFP 25 No No NAP No 434,136 sf Archon 26 No Hard Springing Yes 439190 sf GCFP 27 No Hard In Place No 127600 sf GCFP 28 No Hard Springing Yes 244,788 sf Archon 29 No Hard Springing No 395 Rooms GCFP 30 No No NAP No 342 Units Archon 31 No No NAP No 75,885 sf Archon 32 Yes Hard Springing Yes 138222 sf GCFP 33 No Hard Springing Yes 359540 sf GCFP 34 No Hard Springing No 215000 sf GCFP ------------------------------------------------------------------------------------------------------------------------------------ 35 No NAP 229219 sf GCFP 35.01 No No 126186 sf 35.02 Yes Yes 103033 sf ------------------------------------------------------------------------------------------------------------------------------------ 36 No Hard In Place No 337088 sf GCFP 37 No Hard Springing No 47639 sf GCFP 38 No Hard Springing No 477225 sf GCFP 39 No Hard Springing No 41341 sf GCFP 40 No Hard Springing No 122 Rooms GCFP 41 No No NAP No 71460 sf GCFP 42 No No NAP No 70,123 sf Archon 43 No Hard Springing Yes 164044 sf GCFP 44 No Hard Springing Yes 159039 sf GCFP 45 No No NAP No 64,076 sf Archon 46 No Soft Springing No 255267 sf GCFP ------------------------------------------------------------------------------------------------------------------------------------ 47 No NAP 208,412 sf Archon 47.01 No No 108,739 sf 47.02 No No 57,673 sf 47.03 No No 42,000 sf ------------------------------------------------------------------------------------------------------------------------------------ 48 No Soft Springing No 568 Units GCFP 49 No Hard Springing No 160062 sf GCFP 50 No Hard In Place No 304 Rooms GCFP 51 No Soft Springing No 56000 sf GCFP ------------------------------------------------------------------------------------------------------------------------------------ 52 Soft Springing 133863 sf GCFP 52.01 No No 92997 sf 52.02 No No 40866 sf ------------------------------------------------------------------------------------------------------------------------------------ 53 No Soft Springing Yes 83307 sf GCFP 54 No No NAP No 37406 sf GCFP 55 No No NAP No 109,905 sf Archon 56 No No NAP Yes 116,514 sf Archon 57 No No NAP No 14400 sf GCFP 58 No Soft Springing No 116579 sf GCFP 59 Yes No NAP No 96,244 sf Archon 60 No No NAP Yes 199,450 sf Archon 61 No No NAP Yes 71,478 sf Archon 62 No No NAP No 95,092 sf Archon 63 No No NAP No 65,385 sf Archon 64 No No NAP No 194 Units Archon 65 No No NAP No 79512 sf GCFP ------------------------------------------------------------------------------------------------------------------------------------ 66 Hard Springing 88763 sf GCFP 66.01 No No 59560 sf 66.02 No No 29203 sf ------------------------------------------------------------------------------------------------------------------------------------ 67 No No NAP No 44,200 sf Archon 68 No Hard Springing No 120577 sf GCFP 69 No Soft Springing No 115 Rooms GCFP 70 No No NAP No 71,813 sf Archon 71 No No NAP No 52,398 sf Archon 72 No No NAP No 21001 sf GCFP 73 No No NAP No 101 Rooms GCFP 74 No No NAP No 34,300 sf Archon 75 No Hard Springing No 45240 sf GCFP 76 No No NAP No 56,161 sf Archon 77 No No NAP No 69,706 sf Archon 78 No No NAP No 57,639 sf Archon 79 No No NAP No 107371 sf GCFP 80 No No NAP No 83,200 sf Archon 81 No No NAP No 95,584 sf Archon 82 No Hard Springing No 40592 sf GCFP 83 No No NAP Yes 106,304 sf Archon 84 No No NAP No 83,300 sf Archon 85 No No NAP No 68,624 sf Archon 86 No No NAP Yes 79,238 sf Archon 87 No No NAP No 30,000 sf Archon 88 No No NAP No 28,179 sf Archon 89 No No NAP No 28452 sf GCFP 90 No No NAP Yes 127,500 sf Archon 91 No No NAP No 29762 sf GCFP 92 No No NAP No 25877 sf GCFP 93 No No NAP No 21516 sf GCFP 94 No No NAP No 124,929 sf Archon 95 No No NAP No 38,555 sf Archon 96 No No NAP No 40055 sf GCFP 97 No No NAP No 38,654 sf Archon 98 No No NAP No 30,786 sf Archon 99 No No NAP No 125490 sf GCFP 100 No Hard Springing No 68994 sf GCFP 101 No No NAP No 45,842 sf Archon 102 No No NAP No 56,989 sf Archon 103 No No NAP Yes 50,722 sf Archon 104 No No NAP No 46,375 sf Archon 105 No No NAP No 61,648 sf Archon 106 No No NAP No 25725 sf GCFP 107 No No NAP No 22,270 sf Archon 108 No No NAP No 36460 sf GCFP 109 No No NAP No 23,208 sf Archon 110 No No NAP No 44,790 sf Archon 111 No No NAP No 31421 sf GCFP 112 No No NAP No 34135 sf GCFP 113 No No NAP No 65,674 sf Archon 114 No No NAP No 78,408 sf Archon 115 No No NAP No 41598 sf GCFP 116 No No NAP No 35,097 sf Archon 117 No No NAP No 29900 sf GCFP 118 No No NAP No 52575 sf GCFP 119 No No NAP No 25,544 sf Archon 120 No No NAP No 34,000 sf Archon 121 No No NAP No 32310 sf GCFP 122 No No NAP No 17,500 sf Archon 123 No No NAP No 51,331 sf Archon 124 Yes No NAP No 14955 sf GCFP 125 No No NAP No 38,450 sf Archon 126 No No NAP No 20403 sf GCFP ------------------------------------------------------------------------------------------------------------------------------------ 127 No NAP 34 Units GCFP 127.01 No No 21 Units 127.02 No No 13 Units ------------------------------------------------------------------------------------------------------------------------------------ 128 No No NAP No 25,840 sf Archon 129 No No NAP No 56,280 sf Archon 130 No No NAP No 487 Units GCFP 131 No No NAP No 26,200 sf Archon 132 No No NAP No 8,371 sf Archon 133 No No NAP No 18715 sf GCFP 134 No No NAP No 24,712 sf Archon 135 No No NAP No 12800 sf GCFP 136 No No NAP No 14513 sf GCFP 137 No No NAP No 40 Units GCFP 138 No No NAP No 10908 sf GCFP 139 No No NAP No 25 Units Archon 140 No No NAP No 9672 sf GCFP 141 No No NAP No 35942 sf GCFP 142 No No NAP No 7844 sf GCFP
GCCFC GCFP 05-GG3 Control_ GCFP Loan Property General Loan ID Number Loan ID Name Name Property Type 3 04-0773 04-0773 1440 Broadway 1440 Broadway Office 8 04-0662 04-0662 Shops at Wailea Shops at Wailea Retail 9 04-0975 04-0975 Waikiki Galleria Waikiki Galleria Office ------------------------------------------------------------------------------------------------------------------------------------ 10 04-1136 04-1136 Place Properties Portfolio Place Properties Portfolio 10.01 04-1136 04-1136 Clayton Place Clayton Place Multifamily 10.02 04-1136 04-1136 River Place River Place Multifamily 10.03 04-1136 04-1136 Jacksonville Place Jacksonville Place Multifamily 10.04 04-1136 04-1136 Troy Place Troy Place Multifamily 10.05 04-1136 04-1136 Martin Place Martin Place Multifamily 10.06 04-1136 04-1136 Cape Place Cape Place Multifamily 10.07 04-1136 04-1136 Clemson Place Clemson Place Multifamily 10.08 04-1136 04-1136 Macon Place Macon Place Multifamily 10.09 04-1136 04-1136 Murray Place Murray Place Multifamily ------------------------------------------------------------------------------------------------------------------------------------ 11 04-1007 04-1007 1700 Market Street 1700 Market Street Office 12 04-0140 04-0140 2040 Main Street 2040 Main Street Office 14 04-1247 04-1247 1370 Avenue of the Americas 1370 Avenue of the Americas Office 15 04-1228 04-1228 One South Street One South Street Office 16 04-0744 04-0744 South Park Mall South Park Mall Retail 17 04-0449 04-0449 Village at Orange Village at Orange Retail 18 04-0826 04-0826 Mayfaire Town Center Mayfaire Town Center Retail ------------------------------------------------------------------------------------------------------------------------------------ 19 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio Birtcher/Charlesbank Office Portfolio 19.01 04-0829 04-0829 Park Tower Park Tower Office 19.02 04-0829 04-0829 801 Civic Center Drive 801 Civic Center Drive Office 19.03 04-0829 04-0829 Transit Tower Transit Tower Office ------------------------------------------------------------------------------------------------------------------------------------ 21 04-1347 04-1347 Hilton Nashville Downtown Hilton Nashville Downtown Hospitality 22 04-1143 04-1143 3100 Thornton 3100 Thornton Office 24 04-1435 04-1435 Olathe Station Olathe Station Retail 26 04-0917 04-0917 Executive Campus Executive Campus Office 27 04-0551 04-0551 1341 G Street 1341 G Street Office 29 04-1086 04-1086 Hyatt Regency Albuquerque Hyatt Regency Albuquerque Hospitality 32 04-1059 04-1059 Irvine Technology Center-I Irvine Technology Center-I Office 33 04-0276 04-0276 2470 Highcrest Road 2470 Highcrest Road Office 34 04-1229 04-1229 Lee Farm Corporate Center Lee Farm Corporate Center Office ------------------------------------------------------------------------------------------------------------------------------------ 35 04-1085 04-1085 Mills Pointe/Arapahoe Village Portfolio Mills Pointe/Arapahoe Village Portfolio 35.01 04-1085 04-1085 Mills Pointe Mills Pointe Retail 35.02 04-1085 04-1085 Arapaho Village Arapaho Village Retail ------------------------------------------------------------------------------------------------------------------------------------ 36 03-0873 03-0873 St Louis Place St Louis Place Office 37 04-1158 04-1158 Portofino Plaza Portofino Plaza Office 38 04-0904 04-0904 500 East 84th Avenue 500 East 84th Avenue Office 39 04-1157 04-1157 Piazza Del Sol Piazza Del Sol Office 40 04-0787 04-0787 Hotel Burnham Hotel Burnham Hospitality 41 04-0862 04-0862 Magnolia Village Magnolia Village Office 43 04-0948 04-0948 Capitol Center Capitol Center Office 44 04-0809 04-0809 Seattle Tower Seattle Tower Office 46 04-0945 04-0945 New Loudon Center New Loudon Center Retail 48 04-0522 04-0522 North Mountain Village Apartments North Mountain Village Apartments Multifamily 49 04-1290 04-1290 Prospect Place Office Prospect Place Office Office 50 04-0889 04-0889 Radisson Metrodome Radisson Metrodome Hospitality 51 04-0778 04-0778 Waynechester Plaza Waynechester Plaza Retail ------------------------------------------------------------------------------------------------------------------------------------ 52 04-0747 04-0747 Dack Portfolio Dack Portfolio 52.01 04-0747 04-0747 Energy Park I & II Energy Park I & II Office 52.02 04-0747 04-0747 Maryland Way Maryland Way Office ------------------------------------------------------------------------------------------------------------------------------------ 53 04-0731 04-0731 711 Atlantic Avenue 711 Atlantic Avenue Office 54 04-0857 04-0857 The Plaza at Encinitas Ranch The Plaza at Encinitas Ranch Retail 57 04-0794 04-0794 Fremont Moreno Center Fremont Moreno Center Retail 58 04-0311 04-0311 Pleasant Valley Pleasant Valley Office 65 04-1205 04-1205 Northfield Commons Northfield Commons Retail ------------------------------------------------------------------------------------------------------------------------------------ 66 04-0282 04-0282 Fairfield Office Portfolio Fairfield Office Portfolio 66.01 04-0282 04-0282 777 Commerce Drive 777 Commerce Drive Office 66.02 04-0282 04-0282 1375 Kings Highway East 1375 Kings Highway East Office ------------------------------------------------------------------------------------------------------------------------------------ 68 04-1073 04-1073 1420 Harbor Bay Parkway 1420 Harbor Bay Parkway Office 69 04-0970 04-0970 Hampton Inn Camarillo Hampton Inn Camarillo Hospitality 72 04-0928 04-0928 Pasadena Collection Pasadena Collection Retail 73 04-1255 04-1255 Towneplace Suites by Marriott, San Jose Towneplace Suites by Marriott, San Jose Hospitality 75 04-0648 04-0648 Eastwind Shopping Center Eastwind Shopping Center Retail 79 04-1142 04-1142 Quail Vista Quail Vista Industrial 82 04-1282 04-1282 Polaris Retail Center Polaris Retail Center Retail 89 04-1234 04-1234 Eagle Mountain Shopping Center Eagle Mountain Shopping Center Retail 91 04-0730 04-0730 6312 Nagle Avenue 6312 Nagle Avenue Retail 92 04-1263 04-1263 Laguna Plaza Laguna Plaza Retail 93 04-0937 04-0937 Pacific Pointe Pacific Pointe Office 96 04-0029 04-0029 Sopra Centre Sopra Centre Office 99 04-0776 04-0776 Corporate Exchange Center Corporate Exchange Center Office 100 04-0982 04-0982 100 Bank Street 100 Bank Street Office 106 04-1043 04-1043 Smart & Final Center Smart & Final Center Retail 108 04-1185 04-1185 Peachtree City Marketplace Peachtree City Marketplace Retail 111 04-0738 04-0738 Quail Corners South Quail Corners South Office 112 04-0997 04-0997 Rockwest I Rockwest I Retail 115 04-1140 04-1140 Parkway Commons Office Building Parkway Commons Office Building Office 117 04-0944 04-0944 Vestridge Commons Vestridge Commons Retail 118 03-0617 03-0617 Eastgate Center Eastgate Center Retail 121 03-0655 03-0655 Northpark One Northpark One Office 124 04-1135 04-1135 Walgreens Pleasant Hill Walgreens Pleasant Hill Retail 126 04-0737 04-0737 Quail Corners South - Phase III Quail Corners South - Phase III Office ------------------------------------------------------------------------------------------------------------------------------------ 127 04-1265 04-1265 Arbo Portfolio Arbo Portfolio 127.01 04-1265 04-1265 440 West 5th Street 440 West 5th Street Multifamily 127.02 04-1265 04-1265 1254 East 1st Street 1254 East 1st Street Multifamily ------------------------------------------------------------------------------------------------------------------------------------ 130 04-0620 04-0620 Wood River Mini Storage Wood River Mini Storage Self-Storage 133 04-0733 04-0733 Plaza El Portal Plaza El Portal Retail 135 04-1078 04-1078 Clearview Parkway Shopping Center Clearview Parkway Shopping Center Retail 136 04-1115 04-1115 Brookside Building Brookside Building Office 137 04-0906 04-0906 826 South Hobart Boulevard 826 South Hobart Boulevard Multifamily 138 04-0816 04-0816 CVS, Lancaster CVS, Lancaster Retail 140 04-0740 04-0740 Quail Court Quail Court Office 141 04-0909 04-0909 12407 Sowden Road 12407 Sowden Road Industrial 142 04-0736 04-0736 689 Sierra Rose Drive 689 Sierra Rose Drive Office 3-C 04-0773 04-0773 1440 Broadway 1440 Broadway 8-C 04-0662 04-0662 Shops at Wailea Shops at Wailea 12-C 04-0140 04-0140 2040 Main Street 2040 Main Street 14-C 04-1247 04-1247 1370 Avenue of the Americas 1370 Avenue of the Americas 19-C 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio Birtcher/Charlesbank Office Portfolio GCCFC 05-GG3 Detailed Zip Loan ID Property Type Address City County State Code 3 General Urban 1440 Broadway New York New York New York 10018 8 Regional Mall 3750 Wailea Alanui Drive Wailea Maui Hawaii 96753 9 General Urban 2222 and 2224 Kalakaua Avenue Honolulu Honolulu Hawaii 96815 ------------------------------------------------------------------------------------------------------------------------------------ 10 10.01 Student Housing 5809 North Lake Drive Morrow Clayton Georgia 30260 10.02 Student Housing 915 Lovvorn Road Carrollton Carroll Georgia 30117 10.03 Student Housing 331 Nisbet Street NW Jacksonville Calhoun Alabama 36265 10.04 Student Housing 100 Gibbs Street Troy Pike Alabama 36081 10.05 Student Housing 237 West Peach Street Martin Weakley Tennessee 38237 10.06 Student Housing 1710 North Sprigg Street Cape Girardeau Cape Girardeau Missouri 63701 10.07 Student Housing 133 Clemson Place Circle Clemson Pickens South Carolina 29631 10.08 Student Housing 5091 Ivey Drive Macon Bibb Georgia 31206 10.09 Student Housing 1700 Lowes Drive Murray Calloway Kentucky 42071 ------------------------------------------------------------------------------------------------------------------------------------ 11 General Urban 1700 Market Street Philadelphia Philadelphia Pennsylvania 19103 12 General Suburban 2040 Main Street Irvine Orange California 92614 14 General Urban 1370 Avenue of the Americas New York New York New York 10019 15 General Urban One South Street Baltimore Baltimore Maryland 21201 16 Regional Mall 2310 SW Military Parkway San Antonio Bexar Texas 78224 17 Regional Mall 1500 East Village Way Orange Orange California 92865 18 Regional Mall Military Cutoff Road Wilmington New Hanover North Carolina 28405 ------------------------------------------------------------------------------------------------------------------------------------ 19 19.01 General Urban 200 Santa Ana Boulevard Santa Ana Orange California 92701 19.02 General Urban 801 Civic Center Drive Santa Ana Orange California 92701 19.03 General Urban 405 West 5th Street Santa Ana Orange California 92701 ------------------------------------------------------------------------------------------------------------------------------------ 21 Full Service 121 Fourth Avenue South Nashville Davidson Tennessee 37201 22 General Suburban 3100 Thornton Burbank Los Angeles California 91504 24 Anchored 15345 West 119th Street (P1); 12075 South Strang Line Road (P2) Olathe Johnson Kansas 66062 26 General Suburban 3 Executive Campus Cherry Hill Camden New Jersey 08002 27 General Urban 1341 G Street Washington District of District of Columbia Columbia 20005 29 Full Service 330 Tijeras Avenue, NW Albuquerque Bernalillo New Mexico 87102 32 R & D 18871 Teller Avenue, 18872 & 18902 Bardeen Avenue, and 2525 & 2601 Campus Drive Irvine Orange California 92612 33 General Suburban 2470 Highcrest Road Roseville Ramsey Minnesota 55113 34 General Suburban 83 Wooster Heights Road Danbury Fairfield Connecticut 06810 ------------------------------------------------------------------------------------------------------------------------------------ 35 35.01 Anchored 2810 E Trinity Mills Road Carrollton Dallas Texas 75006 35.02 Anchored 819 West Arapaho Road Richardson Dallas Texas 75080 ------------------------------------------------------------------------------------------------------------------------------------ 36 General Urban 200 North Broadway St Louis St. Louis Missouri 63101 37 General Suburban 1401 Ocean Avenue Santa Monica Los Angeles California 90401 38 General Suburban 500 East 84th Street Thornton Adams Colorado 80229 39 General Urban 8439 West Sunset Boulevard West Hollywood Los Angeles California 90069 40 Full Service 1 West Washington Street Chicago Cook Illinois 60602 41 General Urban 6900 South McCarran Boulevard Reno Washoe Nevada 89509 43 General Urban 919 Congress Avenue Austin Travis Texas 78701 44 General Urban 1218 Third Avenue Seattle King Washington 98101 46 Anchored 873 New Loudon Road Latham Albany New York 12110 48 Garden 3333 West Thunderbird Road Phoenix Maricopa Arizona 85053 49 General Suburban 3111 S. Dixie Highway West Palm Beach Palm Beach Florida 33401 50 Full Service 615 Washington Avenue SE Minneapolis Hennepin Minnesota 55414 51 Anchored 1600-1660 Route 23 North Wayne Passaic New Jersey 07470 ------------------------------------------------------------------------------------------------------------------------------------ 52 52.01 General Suburban 377 & 381 Riverside Drive Franklin Williamson Tennessee 37064 52.02 General Suburban 5300 Maryland Way Brentwood Williamson Tennessee 37027 ------------------------------------------------------------------------------------------------------------------------------------ 53 General Urban 711 Atlantic Avenue Boston Suffolk Massachusetts 02111 54 Shadow Anchored 1560 Leucadia Boulevard Encinitas San Diego California 92024 57 Unanchored 1241-1249 Third Street Santa Monica Los Angeles California 90401 58 General Suburban 2401 Pleasant Valley Road York York Pennsylvania 17402 65 Anchored 2105 S. Boulevard West Troy Oakland Michigan 48098 ------------------------------------------------------------------------------------------------------------------------------------ 66 66.01 General Suburban 777 Commerce Drive Fairfield Fairfield Connecticut 06430 66.02 General Suburban 1375 Kings Highway East Fairfield Fairfield Connecticut 06430 ------------------------------------------------------------------------------------------------------------------------------------ 68 General Suburban 1420 Harbor Bay Parkway Alameda Alameda California 94502 69 Limited Service 50 West Daily Drive Camarillo Ventura California 93010 72 Unanchored 175 S. Lake Avenue & 825 Cordova Street Pasadena Los Angeles California 91101 73 Limited Service 440 Sarasota Avenue San Jose Santa Clara California 95129 75 Anchored 2381 East Windmill Lane Las Vegas Clark Nevada 89123 79 Warehouse 4690 Longley Lane Reno Washoe Nevada 89502 82 Anchored 8655 - 8671 Lyra Drive Columbus Delaware Ohio 43240 89 Anchored 14835 East Shea Boulevard Fountain Hills Maricopa Arizona 85268 91 Shadow Anchored 6312 Nagle Avenue Chicago Cook Illinois 60646 92 Unanchored 1130 and 1142 Fremont Boulevard Seaside Monterey California 93955 93 General Urban 2108 North Pacific Street Seattle King Washington 98103 96 General Urban 110 East Atlantic Avenue Delray Beach Palm Beach Florida 33444 99 General Suburban 12502 - 12503 Exchange Drive Stafford Fort Bend Texas 77477 100 General Urban 100 Bank Street Burlington Chittenden Vermont 05401 106 Anchored 2828 West Thunderbird Road Phoenix Maricopa Arizona 85053 108 Anchored 225 Marketplace Connector Peachtree City Fayette Georgia 30269 111 General Suburban 609, 615, 665 and 691 Sierra Rose Drive Reno Washoe Nevada 89511 112 Unanchored 1183-1207 Howell Mill Road Atlanta Fulton Georgia 30318 115 General Suburban 13900 North Portland Avenue Oklahoma City Oklahoma Oklahoma 73134 117 Unanchored 1360 Montgomery Highway Vestavia Jefferson Alabama 35216 118 Anchored 4001 Wake Forest Road Raleigh Wake North Carolina 27609 121 General Suburban 135 North Park Place Stockbridge Henry Georgia 30281 124 Single Tenant 721 Gregory Lane Pleasant Hill Contra Costa California 94523 126 General Suburban 630, 670 and 690 Sierra Rose Drive Reno Washoe Nevada 89511 ------------------------------------------------------------------------------------------------------------------------------------ 127 127.01 Garden 440 East 5th Street Long Beach Los Angeles California 90802 127.02 Garden 1254 East 1st Street Long Beach Los Angeles California 90802 ------------------------------------------------------------------------------------------------------------------------------------ 130 General, units only 11819 State Highway 75 Hailey Blaine Idaho 83333 133 Unanchored 3020 Santa Rosa Avenue Santa Rosa Sonoma California 95407 135 Unanchored 4301-4307 Clearview Parkway @ W. Esplanade Metairie Jefferson Louisiana 70006 136 General Suburban 3461 Brookside Road Stockton San Joaquin California 95219 137 Conventional 826 South Hobart Boulevard Los Angeles Los Angeles California 90005 138 Single Tenant 1225 North Bluegrove Road Lancaster Dallas Texas 75146 140 General Suburban 6770 South McCarran Boulevard Reno Washoe Nevada 89509 141 Warehouse 12407 Sowden Road Houston Harris Texas 77080 142 General Suburban 689 Sierra Rose Drive Reno Washoe Nevada 89511 3-C 8-C 12-C 14-C 19-C Stated Original Remaining GCCFC Cut-off Monthly Gross Term to Term to 05-GG30 Original Date Debt Interest Maturity Maturity Loan ID Balance Balance Service Rate Seasoning (mos.) (mos.) 3 $225,000,000 $225,000,000.00 $1,336,285.31 5.9120% 0 120 120 8 $112,000,000 $112,000,000.00 $682,335.54 6.1500% 4 120 116 9 $100,000,000 $100,000,000.00 $575,656.40 5.6250% 2 120 118 ------------------------------------------------------------------------------------------------------------------------- 10 $98,660,000 $98,660,000.00 $536,745.80 6.4390% 2 60 58 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 ------------------------------------------------------------------------------------------------------------------------- 11 $88,900,000 $88,900,000.00 $496,153.06 5.3450% 3 84 81 12 $76,000,000 $75,776,163.02 $490,411.26 6.7000% 4 120 116 14 $67,500,000 $67,500,000.00 $700,343.75 5.5260% 2 120 118 15 $65,000,000 $65,000,000.00 $370,900.13 5.5450% 2 120 118 16 $64,000,000 $64,000,000.00 $394,569.47 5.8800% 4 120 116 17 $60,050,000 $60,050,000.00 $278,037.06 5.4800% 3 84 81 18 $52,000,000 $52,000,000.00 $304,151.95 5.7710% 1 120 119 ------------------------------------------------------------------------------------------------------------------------- 19 $48,200,000 $48,200,000.00 $312,816.54 6.7560% 6 84 78 19.01 19.02 19.03 ------------------------------------------------------------------------------------------------------------------------- 21 $36,000,000 $35,896,706.86 $218,926.77 5.4000% 2 120 118 22 $35,700,000 $35,700,000.00 $199,576.20 5.3600% 2 120 118 24 $33,150,000 $33,150,000.00 $180,599.43 5.1300% 1 84 83 26 $30,000,000 $30,000,000.00 $182,089.20 6.1150% 1 120 119 27 $28,000,000 $28,000,000.00 $169,226.25 6.0750% 5 120 115 29 $23,800,000 $23,694,569.16 $145,386.31 5.4460% 3 84 81 32 $21,000,000 $21,000,000.00 $128,346.07 6.1800% 2 120 118 33 $20,860,000 $20,679,031.01 $114,544.53 5.2000% 8 120 112 34 $20,250,000 $20,215,329.01 $119,928.80 5.8860% 2 120 118 ------------------------------------------------------------------------------------------------------------------------- 35 $20,170,000 $20,170,000.00 $112,381.01 5.3300% 2 120 118 35.01 35.02 ------------------------------------------------------------------------------------------------------------------------- 36 $20,000,000 $19,877,689.35 $120,914.89 6.0780% 7 84 77 37 $19,480,000 $19,480,000.00 $108,657.73 5.3400% 2 120 118 38 $19,000,000 $19,000,000.00 $109,110.95 5.6030% 1 60 59 39 $17,520,000 $17,520,000.00 $97,725.03 5.3400% 2 120 118 40 $17,400,000 $17,360,516.87 $118,575.62 6.6000% 2 120 118 41 $17,200,000 $17,144,612.00 $107,024.54 6.3500% 4 120 116 43 $16,500,000 $16,472,187.03 $98,353.72 5.9460% 2 84 82 44 $15,675,000 $15,675,000.00 $88,627.57 5.4620% 2 84 82 46 $15,000,000 $15,000,000.00 $86,443.19 5.6350% 5 120 115 48 $15,000,000 $14,937,314.07 $82,830.56 5.2500% 4 120 116 49 $14,800,000 $14,800,000.00 $86,839.45 5.8000% 0 120 120 50 $14,500,000 $14,406,706.35 $96,100.70 6.3000% 5 60 55 51 $14,200,000 $14,200,000.00 $81,949.53 5.6480% 3 120 117 ------------------------------------------------------------------------------------------------------------------------- 52 $14,000,000 $14,000,000.00 $85,291.94 6.1500% 2 120 118 52.01 52.02 ------------------------------------------------------------------------------------------------------------------------- 53 $13,750,000 $13,689,093.11 $83,262.12 6.0930% 5 84 79 54 $13,700,000 $13,631,695.90 $78,389.85 5.5700% 5 96 91 57 $12,500,000 $12,454,689.81 $73,862.35 5.8650% 4 120 116 58 $12,000,000 $11,964,671.51 $68,685.31 5.5730% 3 120 117 65 $10,050,000 $10,040,511.62 $56,999.76 5.4900% 1 120 119 ------------------------------------------------------------------------------------------------------------------------- 66 $10,000,000 $10,000,000.00 $52,891.20 6.2600% 7 60 53 66.01 66.02 ------------------------------------------------------------------------------------------------------------------------- 68 $9,500,000 $9,472,403.79 $54,729.35 5.6320% 3 84 81 69 $9,000,000 $8,963,662.56 $57,833.18 5.9720% 3 120 117 72 $8,630,000 $8,630,000.00 $48,137.38 5.3400% 1 120 119 73 $8,600,000 $8,589,215.82 $55,884.01 6.0900% 1 120 119 75 $8,450,000 $8,450,000.00 $50,933.97 6.0500% 5 84 79 79 $8,000,000 $7,978,405.89 $47,707.18 5.9500% 3 120 117 82 $7,500,000 $7,492,545.25 $41,554.75 5.2800% 1 120 119 89 $6,650,000 $6,643,891.53 $38,176.25 5.6000% 1 120 119 91 $6,446,000 $6,446,000.00 $40,534.20 6.3400% 2 84 82 92 $6,342,000 $6,342,000.00 $36,168.50 5.5400% 0 120 120 93 $6,225,000 $6,207,358.40 $36,287.87 5.7400% 3 120 117 96 $5,900,000 $5,872,371.39 $34,806.52 5.8500% 5 84 79 99 $5,650,000 $5,618,061.30 $33,090.41 5.7830% 6 120 114 100 $5,600,000 $5,600,000.00 $33,118.96 5.8730% 4 120 116 106 $4,900,000 $4,881,052.62 $28,098.98 5.5900% 4 120 116 108 $4,750,000 $4,741,009.68 $26,940.18 5.4900% 2 120 118 111 $4,600,000 $4,584,050.90 $27,727.37 6.0500% 4 120 116 112 $4,500,000 $4,477,959.31 $25,975.61 5.6500% 5 120 115 115 $4,000,000 $3,988,651.00 $23,304.81 5.7350% 3 120 117 117 $3,850,000 $3,838,920.35 $22,279.59 5.6730% 3 120 117 118 $3,800,000 $3,800,000.00 $19,745.49 6.1500% 7 60 53 121 $3,550,000 $3,536,754.86 $20,701.05 5.7430% 4 120 116 124 $3,400,000 $3,397,088.41 $20,112.28 5.8750% 1 120 119 126 $3,000,000 $2,986,578.72 $18,083.07 6.0500% 5 120 115 ------------------------------------------------------------------------------------------------------------------------- 127 $2,900,000 $2,897,463.50 $17,002.91 5.7930% 1 120 119 127.01 127.02 ------------------------------------------------------------------------------------------------------------------------- 130 $2,700,000 $2,682,156.89 $17,644.54 6.1500% 5 120 115 133 $2,598,000 $2,586,800.55 $15,928.81 6.2100% 5 120 115 135 $2,500,000 $2,495,174.08 $14,053.88 5.4100% 2 120 118 136 $2,200,000 $2,191,433.69 $12,574.30 5.5600% 4 120 116 137 $2,025,000 $2,015,158.82 $11,733.87 5.6850% 5 120 115 138 $2,000,000 $1,991,921.16 $12,621.64 6.4850% 5 120 115 140 $1,425,000 $1,419,034.82 $8,852.90 6.3350% 5 120 115 141 $1,125,000 $1,120,740.09 $6,515.25 5.6800% 4 120 116 142 $1,125,000 $1,119,978.60 $6,788.40 6.0600% 5 120 115 3-C $15,000,000 $15,000,000.00 $1,336,285.31 5.9120% 0 120 120 8-C $8,000,000 $8,000,000.00 $682,335.54 6.1500% 4 120 116 12-C $12,000,000 $11,964,657.32 $490,411.26 6.7000% 4 120 116 14-C $82,500,000 $82,500,000.00 $700,343.75 5.5260% 2 120 118 19-C $48,200,000 $48,200,000.00 $312,816.54 6.7560% 6 84 78 Interest Original Accrual GCCFC Interest Original Remaining Remaining Method Master Primary 05-GG30 Only Amortization Interest Only Amortization (Actual/360 Administrative Servicing Servicing Loan ID Term (mos.) Term (mos.) Period (mos.) Term (mos.) or 30/360) Fee Rate Fee Fee 3 36 360 36 360 Actual/360 0.0206% 0.0100% 0.0100% 8 59 360 55 360 Actual/360 0.0206% 0.0100% 0.0100% 9 47 360 45 360 Actual/360 0.0206% 0.0100% 0.0100% ------------------------------------------------------------------------------------------------------------------------------------ 10 60 NA 58 NA Actual/360 0.0206% 0.0100% 0.0100% 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 ------------------------------------------------------------------------------------------------------------------------------------ 11 48 360 45 360 Actual/360 0.0206% 0.0100% 0.0100% 12 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100% 14 120 NA 118 NA Actual/360 0.0406% 0.0100% 0.0300% 15 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100% 16 59 324 55 324 Actual/360 0.0206% 0.0100% 0.0100% 17 84 NA 81 NA Actual/360 0.0206% 0.0100% 0.0100% 18 12 360 11 360 Actual/360 0.0506% 0.0100% 0.0400% ------------------------------------------------------------------------------------------------------------------------------------ 19 24 360 18 360 Actual/360 0.0206% 0.0100% 0.0100% 19.01 19.02 19.03 ------------------------------------------------------------------------------------------------------------------------------------ 21 0 300 0 298 Actual/360 0.0206% 0.0100% 0.0100% 22 7 360 5 360 Actual/360 0.0206% 0.0100% 0.0100% 24 48 360 47 360 Actual/360 0.0206% 0.0100% 0.0100% 26 24 360 23 360 Actual/360 0.0206% 0.0100% 0.0100% 27 60 360 55 360 Actual/360 0.0706% 0.0100% 0.0600% 29 0 300 0 297 Actual/360 0.0206% 0.0100% 0.0100% 32 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100% 33 0 360 0 352 Actual/360 0.0206% 0.0100% 0.0100% 34 0 360 0 358 Actual/360 0.0206% 0.0100% 0.0100% ------------------------------------------------------------------------------------------------------------------------------------ 35 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100% 35.01 35.02 ------------------------------------------------------------------------------------------------------------------------------------ 36 0 360 0 353 Actual/360 0.0706% 0.0100% 0.0600% 37 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100% 38 24 360 23 360 Actual/360 0.0206% 0.0100% 0.0100% 39 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100% 40 0 300 0 298 Actual/360 0.0206% 0.0100% 0.0100% 41 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100% 43 0 360 0 358 Actual/360 0.0206% 0.0100% 0.0100% 44 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100% 46 23 360 18 360 Actual/360 0.0206% 0.0100% 0.0100% 48 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100% 49 0 360 0 360 Actual/360 0.0206% 0.0100% 0.0100% 50 0 300 0 295 Actual/360 0.0206% 0.0100% 0.0100% 51 12 360 9 360 Actual/360 0.0206% 0.0100% 0.0100% ------------------------------------------------------------------------------------------------------------------------------------ 52 24 360 22 360 Actual/360 0.0206% 0.0100% 0.0100% 52.01 52.02 ------------------------------------------------------------------------------------------------------------------------------------ 53 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100% 54 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100% 57 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100% 58 0 360 0 357 Actual/360 0.0206% 0.0100% 0.0100% 65 0 360 0 359 Actual/360 0.0206% 0.0100% 0.0100% ------------------------------------------------------------------------------------------------------------------------------------ 66 60 NA 53 NA Actual/360 0.0206% 0.0100% 0.0100% 66.01 66.02 ------------------------------------------------------------------------------------------------------------------------------------ 68 0 360 0 357 Actual/360 0.0206% 0.0100% 0.0100% 69 0 300 0 297 Actual/360 0.0206% 0.0100% 0.0100% 72 24 360 23 360 Actual/360 0.0206% 0.0100% 0.0100% 73 0 300 0 299 Actual/360 0.0206% 0.0100% 0.0100% 75 48 360 43 360 Actual/360 0.0206% 0.0100% 0.0100% 79 0 360 0 357 Actual/360 0.0206% 0.0100% 0.0100% 82 0 360 0 359 Actual/360 0.0206% 0.0100% 0.0100% 89 0 360 0 359 Actual/360 0.0206% 0.0100% 0.0100% 91 12 348 10 348 Actual/360 0.0206% 0.0100% 0.0100% 92 0 360 0 360 Actual/360 0.0206% 0.0100% 0.0100% 93 0 360 0 357 Actual/360 0.0206% 0.0100% 0.0100% 96 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100% 99 0 360 0 354 Actual/360 0.0206% 0.0100% 0.0100% 100 24 360 20 360 Actual/360 0.0206% 0.0100% 0.0100% 106 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100% 108 0 360 0 358 Actual/360 0.0206% 0.0100% 0.0100% 111 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100% 112 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100% 115 0 360 0 357 Actual/360 0.0206% 0.0100% 0.0100% 117 0 360 0 357 Actual/360 0.0206% 0.0100% 0.0100% 118 60 NA 53 NA Actual/360 0.0206% 0.0100% 0.0100% 121 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100% 124 0 360 0 359 Actual/360 0.0206% 0.0100% 0.0100% 126 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100% ------------------------------------------------------------------------------------------------------------------------------------ 127 0 360 0 359 Actual/360 0.0206% 0.0100% 0.0100% 127.01 127.02 ------------------------------------------------------------------------------------------------------------------------------------ 130 0 300 0 295 Actual/360 0.0906% 0.0100% 0.0800% 133 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100% 135 0 360 0 358 Actual/360 0.0206% 0.0100% 0.0100% 136 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100% 137 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100% 138 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100% 140 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100% 141 0 360 0 356 Actual/360 0.0206% 0.0100% 0.0100% 142 0 360 0 355 Actual/360 0.0206% 0.0100% 0.0100% 3-C 36 360 36 360 Actual/360 0.0100% 0.0000% 0.0100% 8-C 59 360 55 360 Actual/360 0.0100% 0.0000% 0.0100% 12-C 0 360 0 356 Actual/360 0.0100% 0.0000% 0.0100% 14-C 120 NA 118 NA Actual/360 0.0300% 0.0000% 0.0300% 19-C 24 360 18 360 Actual/360 0.0100% 0.0000% 0.0100% Crossed GCCFC Ownership With Other 05-GG3 Interest Mortgage Prepayment Loans Loan ID (Fee/Leasehold) Loan Seller Originator Type (Crossed Group) 3 Fee Simple GCFP GCFP Lockout/23_Defeasance/93_O%/4 NAP 8 Fee Simple GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 9 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP ----------------------------------------------------------------------------------------------------------------------------------- 10 GCFP GCFP Lockout/26_Defeasance/31_0%/3 NAP 10.01 Fee Simple NAP 10.02 Fee Simple NAP 10.03 Fee Simple NAP 10.04 Fee Simple NAP 10.05 Fee Simple NAP 10.06 Fee Simple NAP 10.07 Fee Simple NAP 10.08 Fee Simple NAP 10.09 Fee Simple NAP ----------------------------------------------------------------------------------------------------------------------------------- 11 Fee Simple GCFP GCFP Lockout/27_Defeasance/54_0%/3 NAP 12 Fee Simple GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 14 Fee Simple GCFP Morgan Stanley Lockout/26_Defeasance/90_0%/4 NAP 15 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 16 Fee Simple GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 17 Fee Simple GCFP GCFP Lockout/27_Defeasance/53_0%/4 NAP 18 Fee Simple GCFP GCFP Lockout/25_Defeasance/90_O%/5 NAP ----------------------------------------------------------------------------------------------------------------------------------- 19 GCFP GCFP Lockout/30_Defeasance/51_0%/3 NAP 19.01 Fee Simple NAP 19.02 Fee Simple / Leasehold NAP 19.03 Leasehold NAP ----------------------------------------------------------------------------------------------------------------------------------- 21 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 22 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 24 Fee Simple GCFP GCFP Lockout/25_Defeasance/55_0%/4 NAP 26 Fee Simple GCFP GCFP Lockout/25_Defeasance/93_0%/2 NAP 27 Fee Simple GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 29 Fee Simple / Leasehold GCFP GCFP Lockout/27_Defeasance/53_0%/4 NAP 32 Fee Simple GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 33 Fee Simple GCFP GCFP Lockout/32_Defeasance/84_0%/4 NAP 34 Fee Simple GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP ----------------------------------------------------------------------------------------------------------------------------------- 35 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 35.01 Fee Simple NAP 35.02 Fee Simple NAP ----------------------------------------------------------------------------------------------------------------------------------- 36 Fee Simple GCFP GCFP Lockout/31_Defeasance/49_0%/4 NAP 37 Fee Simple GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 38 Leasehold GCFP GCFP Lockout/25_Defeasance/31_0%/4 NAP 39 Fee Simple GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 40 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 41 Fee Simple GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 43 Fee Simple / Leasehold GCFP GCFP Lockout/26_Defeasance/51_0%/7 NAP 44 Fee Simple GCFP GCFP Lockout/26_Defeasance/51_0%/7 NAP 46 Fee Simple GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 48 Fee Simple GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 49 Fee Simple GCFP GCFP Lockout/24_Defeasance/92_0%/4 NAP 50 Leasehold GCFP GCFP Lockout/29_Defeasance/27_0%/4 NAP 51 Fee Simple GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP ----------------------------------------------------------------------------------------------------------------------------------- 52 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 52.01 Fee Simple NAP 52.02 Fee Simple NAP ----------------------------------------------------------------------------------------------------------------------------------- 53 Fee Simple GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP 54 Fee Simple GCFP GCFP Lockout/29_Defeasance/63_0%/4 NAP 57 Fee Simple GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 58 Fee Simple GCFP GCFP Lockout/27_Defeasance/86_0%/7 NAP 65 Fee Simple GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP ----------------------------------------------------------------------------------------------------------------------------------- 66 GCFP GCFP Lockout/31_Defeasance/25_0%/4 NAP 66.01 Fee Simple NAP 66.02 Fee Simple NAP ----------------------------------------------------------------------------------------------------------------------------------- 68 Fee Simple GCFP GCFP Lockout/27_Defeasance/54_0%/3 NAP 69 Fee Simple GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP 72 Fee Simple GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 73 Fee Simple GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 75 Fee Simple GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP 79 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 82 Fee Simple GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 89 Fee Simple GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 91 Fee Simple GCFP GCFP Lockout/26_Defeasance/54_0%/4 NAP 92 Fee Simple GCFP GCFP Lockout/58_> YM or 1%/58_0%/4 NAP 93 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 96 Fee Simple GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP 99 Fee Simple GCFP GCFP Lockout/30_Defeasance/86_0%/4 NAP 100 Fee Simple GCFP GCFP Lockout/41_YM+1%/75_0%/4 NAP 106 Fee Simple GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 108 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 111 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 112 Fee Simple GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 115 Fee Simple GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP 117 Fee Simple GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP 118 Fee Simple GCFP GCFP Lockout/31_Defeasance/25_0%/4 NAP 121 Fee Simple GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 124 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 126 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP ----------------------------------------------------------------------------------------------------------------------------------- 127 GCFP GCFP Lockout/25_Defeasance/92_0%/3 NAP 127.01 Fee Simple NAP 127.02 Fee Simple NAP ----------------------------------------------------------------------------------------------------------------------------------- 130 Fee Simple GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 133 Fee Simple GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 135 Fee Simple GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 136 Fee Simple GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 137 Fee Simple GCFP GCFP Lockout/29_Defeasance/86_0%/5 NAP 138 Fee Simple GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 140 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 141 Fee Simple GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 142 Fee Simple GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 3-C 8-C 12-C 14-C 19-C
GCCFC GCFP General 05-GG3 Control_ GCFP Loan Property Property Loan ID Number Loan ID Name Name Type 1 00-1001130 00-1001130 North Star Mall North Star Mall Retail 2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian Grand Canal Shoppes at the Venetian Retail 4 00-1001129 00-1001129 The Crescent The Crescent Office 5 00-1001131 00-1001131 498 Seventh Avenue 498 Seventh Avenue Office 6 00-1001132 00-1001132 Mall St. Matthews Mall St. Matthews Retail 7 09-0002005 09-0002005 Westin Kierland Westin Kierland Hospitality 13 00-1001133 00-1001133 Doral Arrowwood Hotel Doral Arrowwood Hotel Hospitality 20 09-0001999 09-0001999 Atlanta Decorative Arts Center Atlanta Decorative Arts Center Office 23 09-0001980 09-0001980 Lake Arrowhead Village Lake Arrowhead Village Retail 25 09-0001968 09-0001968 One Financial Plaza One Financial Plaza Office 28 09-0001954 09-0001954 FAA Building FAA Building Office 30 09-0001950 09-0001950 Groton Estates Groton Estates Multifamily 31 09-0001974 09-0001974 Champions of the West Tower Champions of the West Tower Office 42 09-0002018 09-0002018 1355 Beverly Road 1355 Beverly Road Office 45 09-0002020 09-0002020 Marketplace at Kapolei Marketplace at Kapolei Retail 47 09-0002006 09-0002006 H.H. Gregg Retail Portfolio H.H. Gregg Retail Portfolio 47.01 09-0002006C 09-0002006C Clarksville Commons Clarksville Commons Retail 47.02 09-0002006B 09-0002006B East Washington Street East Washington Street Retail 47.03 09-0002006A 09-0002006A U.S. 31 South U.S. 31 South Retail ------------------------------------------------------------------------------------------------------------------------------------ 55 09-0001973 09-0001973 University Plaza University Plaza Retail 56 09-0001985 09-0001985 Wells Fargo Building Wells Fargo Building Office 59 09-0001951 09-0001951 25 Melville Road 25 Melville Road Office 60 09-0001981 09-0001981 Village Shopping Center Village Shopping Center Retail 61 09-0001953 09-0001953 Casas Adobes Plaza Casas Adobes Plaza Retail 62 09-0001991 09-0001991 Shoppes at Letson Farms Shoppes at Letson Farms Retail 63 09-0002002 09-0002002 Bloomfield Park Gateway Center Bloomfield Park Gateway Center Retail 64 09-0002012 09-0002012 Hollidaysburg Manor Apts Hollidaysburg Manor Apts Multifamily 67 09-0001960 09-0001960 Prairie Glen Medical Office Prairie Glen Medical Office Buildings B and C Buildings B and C Office 70 09-0001944 09-0001944 Toringdon II Toringdon II Office 71 09-0001912 09-0001912 Health Park Health Park Office 74 09-0002003 09-0002003 Sunset Plaza Sunset Plaza Retail 76 09-0001992 09-0001992 Centra Point I Centra Point I Office 77 09-0001915 09-0001915 Intracorp Building Intracorp Building Office 78 09-0001914 09-0001914 Walden Park Walden Park Retail 80 09-0002013 09-0002013 Westwood Plaza Westwood Plaza Retail 81 09-0001956 09-0001956 Northdale Plaza Northdale Plaza Office 83 09-0002004 09-0002004 Robert Morris Building Robert Morris Building Office 84 09-0001936 09-0001936 The Highlands of East Ellijay The Highlands of East Ellijay Retail 85 09-0001947 09-0001947 Fleetwood Office Park Fleetwood Office Park Office 86 09-0001977 09-0001977 Bayshore Center Bayshore Center Office 87 09-0001959 09-0001959 Prairie Glen Medical Office Prairie Glen Medical Office Building A Building A Office 88 09-0001997 09-0001997 Highlands Shopping Center Highlands Shopping Center Retail 90 09-0001922 09-0001922 Rivers Bend East Rivers Bend East Office 94 09-0001988 09-0001988 5000 Blazer Memorial Parkway 5000 Blazer Memorial Parkway Office 95 09-0002008 09-0002008 Tracy Plaza Four Tracy Plaza Four Retail 97 09-0001993 09-0001993 Centra Point V Centra Point V Office 98 09-0001969 09-0001969 Harbor Medical Office Harbor Medical Office Office 101 09-0002011 09-0002011 Ruffin Road Industrial Ruffin Road Industrial Industrial 102 09-0001957 09-0001957 6801 Building 6801 Building Office 103 09-0001987 09-0001987 9480 Warner Ave 9480 Warner Ave Retail 104 09-0001998 09-0001998 Pell City Shopping Center Pell City Shopping Center Retail 105 09-0002007 09-0002007 Trinity Corporate Park Trinity Corporate Park Office 107 09-0001996 09-0001996 Milestone Shopping Center Milestone Shopping Center Retail 109 09-0002019 09-0002019 Palmer Park Shopping Center Palmer Park Shopping Center Retail 110 09-0001942 09-0001942 Bond Street Office Bond Street Office Office 113 09-0001952 09-0001952 Westpoint Industrial Westpoint Industrial Industrial 114 09-0002009 09-0002009 Wednesbury Medical Office Wednesbury Medical Office Office 116 09-0002024 09-0002024 Southpointe Plaza Southpointe Plaza Retail 119 09-0001976 09-0001976 Grove Medical Center Grove Medical Center Office 120 09-0001971 09-0001971 Mountain View Plaza Mountain View Plaza Retail 122 09-0001995 09-0001995 Smoky Hill Shopping Center Smoky Hill Shopping Center Retail 123 09-0001958 09-0001958 5700 Building 5700 Building Office 125 09-0001975 09-0001975 Hartland Village Shopping Center Hartland Village Shopping Center Retail 128 09-0001948 09-0001948 Montgomery Crossing SC Montgomery Crossing SC Retail 129 09-0001972 09-0001972 Safeway Store - Pueblo West Safeway Store - Pueblo West Retail 131 09-0001970 09-0001970 Lowe's Plaza Shopping Center Lowe's Plaza Shopping Center Retail 132 09-0001989 09-0001989 Village at Ontario Center Village at Ontario Center Retail 134 09-0002014 09-0002014 Anderson Crossing Shopping Center Anderson Crossing Shopping Center Retail 139 09-0001979 09-0001979 Prairie Towne Square Apartments Prairie Towne Square Apartments Multifamily 2-C 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian Grand Canal Shoppes at the Venetian 70-C 09-0001944 09-0001944 Toringdon II Toringdon II GCCFC Detailed 05-GG3 Property Zip Loan ID Type Address City County State Code 1 Regional Mall 7400 San Pedro Avenue San Antonio Bexar Texas 78216 2 Regional Mall 3355 Las Vegas Boulevard South Las Vegas Clark Nevada 89109 4 General Urban 100-300 and 500 Crescent Court Dallas Dallas Texas 75201 5 General Urban 498 Seventh Avenue New York New York New York 10018 6 Regional Mall 5000 Shelbyville Road Louisville Jefferson Kentucky 40207 7 Full Service 6902 East Greenway Parkway Phoenix Maricopa Arizona 85254 13 Full Service 975 Anderson Hill Road Rye Brook Westchester New York 10573 20 General Urban 349-351 Peachtree Hills Avenue Atlanta Fulton Georgia 30305 23 Anchored 28200 Highway 189 Lake Arrowhead San Bernardino California 92352 25 General Urban 501 North Broadway St. Louis Saint Louis City Missouri 63102 28 General Suburban 2300 East Devon Road Des Plaines Cook Illinois 60018 30 Garden 260 Shennecossett Rd Groton New London Connecticut 06340 31 General Suburban 12264 El Camino Real San Diego San Diego California 92130 42 General Suburban 1355 Beverly Road McLean Fairfax Virginia 22101 45 Shadow Anchored 590 Farrington Highway Kapolei Honolulu Hawaii 96707 47 47.01 Anchored 1050 East Highway 131 Clarksville Clark Indiana 47129 47.02 Anchored 10101 East Washington Street Indianapolis Marion Indiana 46229 47.03 Anchored 8921 U.S. Highway 31 South Indianapolis Marion Indiana 46227 ------------------------------------------------------------------------------------------------------------------------------------ 55 Anchored 5850 University Drive Huntsville Madison Alabama 35806 56 General Urban 200 South Virginia Street Reno Washoe Nevada 89501 59 General Suburban 25 Melville Park Road Melville Suffolk New York 11747 60 Anchored 1001 North Miami Boulevard Durham Durham North Carolina 27703 61 Anchored 7001-7151 North Oracle Road Tucson Pima Arizona 85704 62 Anchored 4750 Eastern Valley Road Bessemer Jefferson Alabama 35111 63 Anchored 2055-2097 Telegraph Road Bloomfield Hills Oakland Michigan 48302 64 Garden 17 Clover Drive Hollidaysburg Blair Pennsylvania 16648 67 Medical 2551 and 2591 Compass Road Glenview Cook Illinois 60026 70 General Suburban 3430 Toringdon Way Charlotte Mecklenburg North Carolina 28277 71 Medical 1651 Gunbarrel Road Chattanooga Hamilton Tennessee 37421 74 Shadow Anchored 1000-1152 Sunset Road Henderson Clark Nevada 89014 76 General Suburban 8363 West Sunset Road Las Vegas Clark Nevada 89113 77 General Urban 2505 Second Avenue Seattle King Washington 98121 78 Shadow Anchored 10900 Lakeline Mall Drive Austin Williamson Texas 78717 80 Shadow Anchored 542 Bypass 72 NW Greenwood Greenwood South Carolina 29649 81 General Suburban 3903 Northdale Boulevard Tampa Hillsborough Florida 33624 83 General Urban 100 North 17th Street Philadelphia Philadelphia Pennsylvania 19103 84 Anchored 88 Highland Crossing East Ellijay Gilmer Georgia 30540 85 General Suburban 3275, 3279, 3281 & 3285 Veterans Memorial Highway Ronkonkoma Suffolk New York 11779 86 General Urban 2907-2909 West Bay to Bay Boulevard Tampa Hillsborough Florida 33629 87 Medical 2501 Compass Road Glenview Cook Illinois 60026 88 Shadow Anchored 9555 South University Boulevard Highlands Ranch Douglas Colorado 80126 90 General Suburban 13203 North Enon Church Road Chester Chesterfield Virginia 23836 94 General Suburban 5000 Blazer Memorial Parkway Dublin Franklin Ohio 43017 95 Anchored 2886-2888 West Grant Line Road Tracy San Joaquin California 95304 97 General Suburban 8395 West Sunset Road Las Vegas Clark Nevada 89113 98 General Suburban 2720 North Harbor Boulevard Fullerton Orange California 92835 101 Industrial 3949 & 3959 Ruffin Road Kearny Mesa San Diego California 92123 102 General Suburban 6801 Lake Worth Road Lake Worth Palm Beach Florida 33467 103 Anchored 9380 - 9480 Warner Avenue and 17075 Bushard Street Fountain Valley Orange California 92708 104 Shadow Anchored 41-89 Vaughan Lane Pell City Saint Clair Alabama 35125 105 General Urban 1500 Sunday Drive Raleigh Wake North Carolina 27607 107 Shadow Anchored 62 & 188 Founders Parkway Castle Rock Douglas Colorado 80104 109 Shadow Anchored 1580 Space Center Drive Colorado Springs El Paso Colorado 80915 110 General Suburban 31600-31700 West Thirteen Mile Road Farmington Hills Oakland Michigan 48334 113 Warehouse 6001 Hiatus Road Tamarac Broward Florida 33321 114 Medical 8200 Wednesbury Lane Houston Harris Texas 77074 116 Shadow Anchored 3209 Deans Bridge Road Augusta Richmond Georgia 30906 119 Medical 4160 Route 83 Long Grove Lake Illinois 60047 120 Shadow Anchored US Highway 220 and Commonwealth Boulevard Martinsville Martinsville City Virginia 24112 122 Shadow Anchored 19731 Smoky Hill Road Centennial Arapahoe Colorado 80015 123 General Suburban 5700 & 5702 Lake Worth Road Greenacres Palm Beach Florida 33463 125 Shadow Anchored 4750 Hartland Parkway Lexington Fayette Kentucky 40515 128 Shadow Anchored 157 Montgomery Crossing Biscoe Montgomery North Carolina 27209 129 Anchored 1017 North Marketplace Pueblo West Pueblo Colorado 81007 131 Shadow Anchored 3601 Old Halifax Road South Boston Halifax Virginia 24592 132 Shadow Anchored 4275 East Concours Ontario San Bernardino California 91764 134 Shadow Anchored 1244-1296 Anderson Crossing Drive Lawrenceburg Anderson Kentucky 40342 139 Conventional 3025 Triumph Drive Sun Prarie Dane Wisconsin 53590 2-C 70-C Original Stated Original GCCFC Cut-off Monthly Gross Term Remaining Interest 05-GG3 Original Date Debt Interest to Maturity Term to Maturity Only Term Loan ID Balance Balance Service Rate Seasoning (mos.) (mos.) (mos.) 1 $251,000,000 $250,391,107.83 $1,261,361.78 4.4300% 2 61 59 0 2 $237,000,000 $234,752,792.07 $2,235,161.95 4.7800% 8 59 51 0 4 $214,770,000 $214,770,000.00 $907,303.82 5.0000% 2 83 81 83 5 $181,500,000 $181,500,000.00 $772,887.50 5.0400% 1 60 59 60 6 $155,000,000 $154,827,634.22 $813,699.81 4.8050% 1 60 59 0 7 $135,000,000 $135,000,000.00 $579,437.50 5.0800% 2 60 58 60 13 $75,000,000 $75,000,000.00 $492,436.57 6.2000% 0 120 120 0 20 $48,000,000 $48,000,000.00 $250,680.14 4.7600% 3 60 57 24 23 $34,500,000 $34,500,000.00 $199,801.09 5.6800% 4 120 116 36 25 $30,750,000 $30,750,000.00 $142,375.35 5.4800% 5 60 55 60 28 $26,000,000 $25,679,805.13 $187,775.12 6.1000% 6 240 234 0 30 $22,000,000 $22,000,000.00 $130,490.03 5.9000% 5 120 115 12 31 $21,200,000 $21,200,000.00 $121,037.16 5.5500% 4 120 116 24 42 $16,800,000 $16,800,000.00 $94,127.54 5.3800% 1 120 119 24 45 $15,400,000 $15,400,000.00 $84,372.92 5.1800% 0 120 120 24 47 $15,000,000 $14,985,090.50 $83,109.50 5.2800% 1 120 119 0 47.01 47.02 47.03 --------------------------------------------------------------------------------------------------------------------- 55 $13,500,000 $13,500,000.00 $77,075.55 5.5500% 4 120 116 12 56 $12,750,000 $12,750,000.00 $70,248.11 5.2300% 3 84 81 24 59 $11,750,000 $11,750,000.00 $67,084.28 5.5500% 4 120 116 18 60 $11,440,000 $11,440,000.00 $64,525.05 5.4400% 3 120 117 12 61 $11,300,000 $11,300,000.00 $51,747.20 5.4200% 4 60 56 60 62 $11,200,000 $11,200,000.00 $63,101.35 5.4300% 3 120 117 12 63 $11,200,000 $11,189,840.70 $64,650.41 5.6500% 1 120 119 0 64 $10,320,000 $10,320,000.00 $57,564.05 5.3400% 2 120 118 24 67 $9,800,000 $9,791,662.06 $58,127.38 5.9000% 1 120 119 0 70 $8,850,000 $8,850,000.00 $53,060.22 6.0000% 6 120 114 12 71 $8,700,000 $8,700,000.00 $39,326.22 5.3500% 1 60 59 60 74 $8,500,000 $8,500,000.00 $52,004.72 6.1900% 7 120 113 60 76 $8,415,000 $8,415,000.00 $47,410.52 5.4300% 3 120 117 24 77 $8,200,000 $8,200,000.00 $35,334.03 5.1000% 5 60 55 60 78 $8,100,000 $8,100,000.00 $45,838.56 5.4700% 5 96 91 60 80 $7,620,000 $7,620,000.00 $42,314.22 5.3000% 1 120 119 24 81 $7,600,000 $7,564,410.61 $44,835.51 5.8500% 5 120 115 0 83 $7,280,000 $7,280,000.00 $29,831.99 4.8500% 3 60 57 60 84 $7,100,000 $7,100,000.00 $42,031.61 5.6300% 1 120 119 12 85 $7,000,000 $7,000,000.00 $32,942.94 5.5700% 6 60 54 60 86 $7,000,000 $7,000,000.00 $39,877.08 5.5300% 2 120 118 12 87 $6,800,000 $6,794,214.50 $40,333.28 5.9000% 1 120 119 0 88 $6,750,000 $6,750,000.00 $37,190.18 5.2300% 2 120 118 24 90 $6,500,000 $6,500,000.00 $37,602.55 5.6700% 8 120 112 18 94 $6,120,000 $6,096,114.92 $34,940.92 5.5500% 4 120 116 0 95 $6,000,000 $6,000,000.00 $33,654.41 5.3900% 1 120 119 24 97 $5,800,000 $5,800,000.00 $32,677.48 5.4300% 3 120 117 24 98 $5,700,000 $5,700,000.00 $33,991.36 5.9500% 5 84 79 24 101 $5,600,000 $5,600,000.00 $30,681.06 5.1800% 2 60 58 24 102 $5,500,000 $5,471,034.62 $30,610.10 5.3200% 5 60 55 0 103 $5,185,000 $5,130,916.57 $42,586.21 5.5800% 3 180 177 0 104 $5,050,000 $5,039,643.81 $27,605.45 5.1600% 2 120 118 0 105 $5,000,000 $4,992,186.40 $28,996.93 4.9200% 1 120 119 0 107 $4,850,000 $4,850,000.00 $26,721.83 5.2300% 2 120 118 24 109 $4,700,000 $4,695,098.98 $25,460.91 5.0800% 1 120 119 0 110 $4,700,000 $4,673,474.18 $27,547.47 5.7900% 6 120 114 0 113 $4,000,000 $4,000,000.00 $23,904.92 5.9700% 5 120 115 36 114 $4,000,000 $4,000,000.00 $22,386.38 5.3700% 1 120 119 12 116 $3,920,000 $3,920,000.00 $21,938.66 5.3700% 1 120 119 24 119 $3,750,000 $3,750,000.00 $17,362.85 5.4800% 5 60 55 60 120 $3,575,000 $3,575,000.00 $20,523.32 5.6000% 5 120 115 24 122 $3,500,000 $3,500,000.00 $19,283.80 5.2300% 2 120 118 24 123 $3,450,000 $3,431,830.81 $19,200.88 5.3200% 5 60 55 0 125 $3,050,000 $3,040,871.46 $17,317.56 5.5000% 3 120 117 0 128 $2,880,000 $2,880,000.00 $17,304.11 6.0200% 6 120 114 12 129 $2,770,000 $2,720,901.58 $22,559.78 5.4500% 5 180 175 0 131 $2,600,000 $2,600,000.00 $14,893.28 5.5800% 5 120 115 24 132 $2,600,000 $2,592,732.77 $15,255.58 5.8000% 3 120 117 0 134 $2,550,000 $2,544,919.26 $14,128.61 5.2800% 2 120 118 0 139 $1,850,000 $1,850,000.00 $10,937.54 5.8700% 4 120 116 12 2-C $190,000,000 $188,198,440.84 $2,235,161.95 4.7800% 8 59 51 0 70-C $8,850,000 $8,850,000.00 $53,060.22 6.0000% 6 120 114 12 Interest Accrual GCCFC Original Remaining Remaining Method 05-GG3 Amortization Interest Only Amortization (Actual/360 Administrative Master Primary Loan ID Term (mos.) Period (mos.) Term (mos.) or 30/360) Fee Rate Servicing Fee Servicing Fee 1 360 0 358 Actual/360 0.0206% 0.0100% 0.0100% 2 360 0 352 Actual/360 0.0206% 0.0100% 0.0100% 4 NA 81 NA Actual/360 0.0206% 0.0100% 0.0100% 5 NA 59 NA Actual/360 0.0206% 0.0100% 0.0100% 6 360 0 359 Actual/360 0.0206% 0.0100% 0.0100% 7 NA 58 NA Actual/360 0.0206% 0.0100% 0.0100% 13 300 0 300 Actual/360 0.0206% 0.0100% 0.0100% 20 360 21 360 Actual/360 0.0206% 0.0100% 0.0100% 23 360 32 360 Actual/360 0.0206% 0.0100% 0.0100% 25 NA 55 NA Actual/360 0.0806% 0.0100% 0.0700% 28 240 0 234 Actual/360 0.0906% 0.0100% 0.0800% 30 360 7 360 Actual/360 0.0206% 0.0100% 0.0100% 31 360 20 360 Actual/360 0.0206% 0.0100% 0.0100% 42 360 23 360 Actual/360 0.0206% 0.0100% 0.0100% 45 360 24 360 Actual/360 0.0206% 0.0100% 0.0100% 47 360 0 359 Actual/360 0.0506% 0.0100% 0.0400% 47.01 47.02 47.03 ------------------------------------------------------------------------------------------------------------------ 55 360 8 360 Actual/360 0.0206% 0.0100% 0.0100% 56 360 21 360 Actual/360 0.0906% 0.0100% 0.0800% 59 360 14 360 Actual/360 0.0806% 0.0100% 0.0700% 60 360 9 360 Actual/360 0.0206% 0.0100% 0.0100% 61 NA 56 NA Actual/360 0.0206% 0.0100% 0.0100% 62 360 9 360 Actual/360 0.0206% 0.0100% 0.0100% 63 360 0 359 Actual/360 0.0206% 0.0100% 0.0100% 64 360 22 360 Actual/360 0.0206% 0.0100% 0.0100% 67 360 0 359 Actual/360 0.0806% 0.0100% 0.0700% 70 360 6 360 Actual/360 0.0206% 0.0100% 0.0100% 71 NA 59 NA Actual/360 0.0206% 0.0100% 0.0100% 74 360 53 360 Actual/360 0.0206% 0.0100% 0.0100% 76 360 21 360 Actual/360 0.0206% 0.0100% 0.0100% 77 NA 55 NA Actual/360 0.0206% 0.0100% 0.0100% 78 360 55 360 Actual/360 0.0206% 0.0100% 0.0100% 80 360 23 360 Actual/360 0.0206% 0.0100% 0.0100% 81 360 0 355 Actual/360 0.0806% 0.0100% 0.0700% 83 NA 57 NA Actual/360 0.0206% 0.0100% 0.0100% 84 336 11 336 Actual/360 0.0706% 0.0100% 0.0600% 85 NA 54 NA Actual/360 0.0206% 0.0100% 0.0100% 86 360 10 360 Actual/360 0.0806% 0.0100% 0.0700% 87 360 0 359 Actual/360 0.0806% 0.0100% 0.0700% 88 360 22 360 Actual/360 0.0706% 0.0100% 0.0600% 90 360 10 360 Actual/360 0.0706% 0.0100% 0.0600% 94 360 0 356 Actual/360 0.0906% 0.0100% 0.0800% 95 360 23 360 Actual/360 0.0206% 0.0100% 0.0100% 97 360 21 360 Actual/360 0.0206% 0.0100% 0.0100% 98 360 19 360 Actual/360 0.0206% 0.0100% 0.0100% 101 360 22 360 Actual/360 0.0206% 0.0100% 0.0100% 102 360 0 355 Actual/360 0.0206% 0.0100% 0.0100% 103 180 0 177 Actual/360 0.0206% 0.0100% 0.0100% 104 360 0 358 Actual/360 0.0206% 0.0100% 0.0100% 105 300 0 299 Actual/360 0.0206% 0.0100% 0.0100% 107 360 22 360 Actual/360 0.0706% 0.0100% 0.0600% 109 360 0 359 Actual/360 0.0206% 0.0100% 0.0100% 110 360 0 354 Actual/360 0.0206% 0.0100% 0.0100% 113 360 31 360 Actual/360 0.0206% 0.0100% 0.0100% 114 360 11 360 Actual/360 0.0206% 0.0100% 0.0100% 116 360 23 360 Actual/360 0.0206% 0.0100% 0.0100% 119 NA 55 NA Actual/360 0.0906% 0.0100% 0.0800% 120 360 19 360 Actual/360 0.0206% 0.0100% 0.0100% 122 360 22 360 Actual/360 0.0706% 0.0100% 0.0600% 123 360 0 355 Actual/360 0.0206% 0.0100% 0.0100% 125 360 0 357 Actual/360 0.0206% 0.0100% 0.0100% 128 360 6 360 Actual/360 0.0206% 0.0100% 0.0100% 129 180 0 175 Actual/360 0.0206% 0.0100% 0.0100% 131 360 19 360 Actual/360 0.0706% 0.0100% 0.0600% 132 360 0 357 Actual/360 0.0206% 0.0100% 0.0100% 134 360 0 358 Actual/360 0.0206% 0.0100% 0.0100% 139 360 8 360 Actual/360 0.0206% 0.0100% 0.0100% 2-C 360 0 352 Actual/360 0.0100% 0.0000% 0.0100% 70-C 360 6 360 Actual/360 0.0000% 0.0000% 0.0000% GCCFC Crossed With 05-GG3 Ownership Interest Mortgage Prepayment Other Loans Loan ID (Fee/Leasehold) Loan Seller Originator Type (Crossed Group) 1 Fee Simple GSMC/Commerzbank Archon/Commerzbank Lockout/26_Defeasance/28_0%/7 NAP 2 Fee Simple / Leasehold GSMC/Commerzbank Archon Lockout/32_Defeasance/22_0%/5 NAP 4 Fee Simple GSMC Archon Lockout/26_>YM or 1% or Defeasance/53_0%/4 NAP 5 Fee Simple GSMC Archon Lockout/25_Defeasance/31_0%/4 NAP 6 Leasehold GSMC/Commerzbank Archon/Commerzbank Lockout/25_Defeasance/28_0%/7 NAP 7 Fee Simple GSMC Archon Lockout/26_>YM or 2%/21_>YM or 1%/9_0%/4 NAP 13 Fee Simple / Leasehold GSMC Archon Lockout/24_Defeasance/92_0%/4 NAP 20 Fee Simple GSMC Archon Lockout/27_Defeasance/29_0%/4 NAP 23 Fee Simple GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP 25 Fee Simple / Leasehold GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP 28 Fee Simple GSMC Archon Lockout/30_Defeasance/185_0%/25 NAP 30 Fee Simple GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP 31 Fee Simple GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP 42 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 45 Leasehold GSMC Archon Lockout/24_Defeasance/92_0%/4 NAP 47 GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 47.01 Fee Simple NAP 47.02 Fee Simple NAP 47.03 Fee Simple NAP ------------------------------------------------------------------------------------------------------------------------------------ 55 Fee Simple GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP 56 Fee Simple GSMC Archon Lockout/27_Defeasance/52_0%/5 NAP 59 Fee Simple GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP 60 Fee Simple GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP 61 Fee Simple GSMC Archon Lockout/28_Defeasance/28_0%/4 NAP 62 Fee Simple GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP 63 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 64 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 67 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 70 Fee Simple GSMC Archon Lockout/30_Defeasance/86_0%/4 NAP 71 Fee Simple GSMC Archon Lockout/25_Defeasance/31_0%/4 NAP 74 Fee Simple GSMC Archon Lockout/31_Defeasance/85_0%/4 NAP 76 Fee Simple GSMC Archon Lockout/27_>YM or 1%/89_0%/4 NAP 77 Fee Simple GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP 78 Fee Simple GSMC Archon Lockout/29_>YM or 1% or Defeasance/63_0%/4 NAP 80 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 81 Fee Simple GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP 83 Fee Simple GSMC Archon Lockout/27_Defeasance/29_0%/4 NAP 84 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 85 Fee Simple GSMC Archon Lockout/30_Defeasance/26_0%/4 NAP 86 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 87 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 88 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 90 Fee Simple GSMC Archon Lockout/32_Defeasance/84_0%/4 NAP 94 Fee Simple GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP 95 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 97 Fee Simple GSMC Archon Lockout/27_>YM or 1%/89_0%/4 NAP 98 Fee Simple GSMC Archon Lockout/29_Defeasance/51_0%/4 NAP 101 Fee Simple GSMC Archon Lockout/26_Defeasance/30_0%/4 NAP 102 Fee Simple GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP 103 Fee Simple GSMC Archon Lockout/27_Defeasance/149_0%/4 NAP 104 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 105 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 107 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 109 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 110 Fee Simple GSMC Archon Lockout/30_Defeasance/86_0%/4 NAP 113 Fee Simple GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP 114 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 116 Fee Simple GSMC Archon Lockout/25_Defeasance/91_0%/4 NAP 119 Fee Simple GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP 120 Fee Simple GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP 122 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 123 Fee Simple GSMC Archon Lockout/29_Defeasance/27_0%/4 NAP 125 Fee Simple / Leasehold GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP 128 Fee Simple GSMC Archon Lockout/30_Defeasance/86_0%/4 NAP 129 Fee Simple GSMC Archon Lockout/29_>YM or 1%/147_0%/4 NAP 131 Fee Simple GSMC Archon Lockout/29_Defeasance/87_0%/4 NAP 132 Fee Simple GSMC Archon Lockout/27_Defeasance/89_0%/4 NAP 134 Fee Simple GSMC Archon Lockout/26_Defeasance/90_0%/4 NAP 139 Fee Simple GSMC Archon Lockout/28_Defeasance/88_0%/4 NAP 2-C 70-C
GCCFC GCFP General Detailed 05-GG3 Control_ GCFP Loan Property Property Property Loan ID Number Loan ID Name Name Type Type 1 00-1001130 00-1001130 North Star Mall North Star Mall Retail Regional Mall 2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian Grand Canal Shoppes at the Venetian Retail Regional Mall 6 00-1001132 00-1001132 Mall St. Matthews Mall St. Matthews Retail Regional Mall 2-C 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian Grand Canal Shoppes at the Venetian GCCFC Cut-off 05-GG3 Zip Original Date Loan ID Address City County State Code Balance Balance 1 7400 San Pedro Avenue San Antonio Bexar Texas 78216 $251,000,000 $250,391,107.83 2 3355 Las Vegas Boulevard South Las Vegas Clark Nevada 89109 $237,000,000 $234,752,792.07 6 5000 Shelbyville Road Louisville Jefferson Kentucky 40207 $155,000,000 $154,827,634.22 2-C $190,000,000 $188,198,440.84 Stated Original Remaining Original GCCFC Monthly Gross Term to Term to Interest Original Remaining 05-GG3 Debt Interest Maturity Maturity Only Term Amortization Interest Only Loan ID Service Rate Seasoning (mos.) (mos.) (mos.) Term (mos.) Period (mos.) 1 $1,261,361.78 4.4300% 2 61 59 0 360 0 2 $2,235,161.95 4.7800% 8 59 51 0 360 0 6 $813,699.81 4.8050% 1 60 59 0 360 0 2-C $2,235,161.95 4.7800% 8 59 51 0 360 0 Interest Accrual GCCFC Remaining Method Master Primary Ownership 05-GG3 Amortization (Actual/360 Administrative Servicing Servicing Interest Loan ID Term (mos.) or 30/360) Fee Rate Fee Fee (Fee/Leasehold) 1 358 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 2 352 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold 6 359 Actual/360 0.0206% 0.0100% 0.0100% Leasehold 2-C 352 Actual/360 0.0100% 0.0000% 0.0100% Crossed GCCFC With Other 05-GG3 Mortgage Prepayment Loans Loan ID Loan Seller Originator Type (Crossed Group) 1 GSMC/Commerzbank Archon/Commerzbank Lockout/26_Defeasance/28_0%/7 NAP 2 GSMC/Commerzbank Archon Lockout/32_Defeasance/22_0%/5 NAP 6 GSMC/Commerzbank Archon/Commerzbank Lockout/25_Defeasance/28_0%/7 NAP 2-C
SCHEDULE II SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY
----------------------------------------------------------------------------------------------------------------------------------- LaSalle FileID Client Ref. Num Borrower File Name ----------------------------------------------------------------------------------------------------------------------------------- 208-0684-000 09-0001970 SOUTH BOSTON (SOUTH BOSTON) WMA, LLC LOWES PLAZA SHOPPING CENTER 208-0745-000 DCCA, LLC DORAL ARROWWOOD HOTEL 335-0670-000 04-1263 LAGUNA PLAZA I, LLC LAGUNA PLAZA ----------------------------------------------------------------------------------------------------------------------------------- LaSalle FileID Loan Amount Document Category To: ----------------------------------------------------------------------------------------------------------------------------------- 208-0684-000 $2,600,000.00 Interim Assignment #1 of Mortgage GOLDMAN SACHS MORTGAGE COMPANY 208-0745-000 $75,000,000.00 Interim Assignment #1 of Mortgage GOLDMAN SACHS MORTGAGE COMPANY 335-0670-000 $6,342,000.00 Title Insurance ----------------------------------------------------------------------------------------------------------------------------------- LaSalle FileID Evidence of Recording Signature Exception ----------------------------------------------------------------------------------------------------------------------------------- 208-0684-000 No Evidence of Recording Original Signature INCOMPLETE/MISSING NAMES 208-0745-000 Document Not Received Document Not Received ORIGINAL DOCUMENT REQUIRED 335-0670-000 Document Not Received Document Not Received ORIGINAL DOCUMENT REQUIRED ----------------------------------------------------------------------------------------------------------------------------------- LaSalle FileID Condition Memo Memo Closed Rate Maturity Property Address ----------------------------------------------------------------------------------------------------------------------------------- 208-0684-000 08/25/04 5.580 9/1/14 3601 OLD HAILFAX ROAD 208-0745-000 01/12/05 6.200 2/1/15 975 ANDERSON HILL ROAD 335-0670-000 12/27/04 5.540 1/6/15 1130 & 1142 FREMONT BOULEVARD ----------------------------------------------------------------------------------------------------------------------------------- LaSalle FileID Property City Jurisdiction St. Zip Law Firm ----------------------------------------------------------------------------------------------------------------------------------- 208-0684-000 SOUTH BOSTON HAILFAX COUNTY VA 24592 KROLL, MCNAMARA, EVANS & DELEHANTY, LLP 208-0745-000 RYE BROOK WESTCHESTER NY 10573 CLEARY, GOTTLIEB, STEEN & HAMILTON 335-0670-000 SEASIDE MONTEREY CA 93955 ALLEN MATKINS LOCK GAMBLE & MALLORY LLP -------------------------------------------------------------- LaSalle FileID Control Num. Contributor -------------------------------------------------------------- 208-0684-000 132 GOLDMAN 208-0745-000 GOLDMAN 335-0670-000 93 GREENWICH
SCHEDULE III SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS Irvine Technology Center Arapaho Village 25 Melville Road Walgreens Pleasant Hill SCHEDULE IV CLASS XP REFERENCE RATE SCHEDULE Interest Accrual Period Payment Date Class XP Reference Rate (%) ----------------------- ------------ --------------------------- 1 March 2005 5.407449 2 April 2005 5.589632 3 May 2005 5.407643 4 June 2005 5.589825 5 July 2005 5.407830 6 August 2005 5.590019 7 September 2005 5.590116 8 October 2005 5.408112 9 November 2005 5.590308 10 December 2005 5.408296 11 January 2006 5.408389 12 February 2006 5.408477 13 March 2006 5.408819 14 April 2006 5.590771 15 May 2006 5.408739 16 June 2006 5.590950 17 July 2006 5.408913 18 August 2006 5.591130 19 September 2006 5.591220 20 October 2006 5.409163 21 November 2006 5.591372 22 December 2006 5.409308 23 January 2007 5.409393 24 February 2007 5.409475 25 March 2007 5.409898 26 April 2007 5.591777 27 May 2007 5.409708 28 June 2007 5.591941 29 July 2007 5.409867 30 August 2007 5.592106 31 September 2007 5.592189 32 October 2007 5.410108 33 November 2007 5.592355 34 December 2007 5.410267 35 January 2008 5.592517 36 February 2008 5.410423 37 March 2008 5.410631 38 April 2008 5.592759 39 May 2008 5.410635 40 June 2008 5.592868 41 July 2008 5.410739 42 August 2008 5.592976 43 September 2008 5.593033 44 October 2008 5.410900 45 November 2008 5.593141 46 December 2008 5.411003 47 January 2009 5.411049 48 February 2009 5.411102 49 March 2009 5.411636 50 April 2009 5.593396 51 May 2009 5.411252 52 June 2009 5.637479 53 July 2009 5.453009 54 August 2009 5.637669 55 September 2009 5.637547 56 October 2009 5.453089 57 November 2009 5.636971 58 December 2009 5.465961 59 January 2010 5.455285 60 February 2010 5.645880 61 March 2010 5.646413 62 April 2010 5.835739 63 May 2010 5.645602 64 June 2010 5.835561 65 July 2010 5.645429 66 August 2010 5.835381 67 September 2010 5.835297 68 October 2010 5.645172 69 November 2010 5.835112 70 December 2010 5.644991 71 January 2011 5.644891 72 February 2011 5.644806 73 March 2011 5.645379 74 April 2011 5.834608 75 May 2011 5.641747 76 June 2011 5.831554 77 July 2011 5.613229 78 August 2011 5.805053 79 September 2011 5.807910 80 October 2011 5.613527 81 November 2011 5.802390 82 December 2011 5.725658 83 January 2012 5.917600 84 February 2012 5.737425 -------------------------------------------------------------------------------- SCHEDULE V SCHEDULE OF INITIAL DIRECTING HOLDER FOR EACH LOAN GROUP (as of February 10, 2005)
----------------------------------------------------------------------------------------------------------- Mortgage Loan Number Property Name Directing Holder Consulting Holder ----------------------------------------------------------------------------------------------------------- 2 Grand Canal Shoppes Controlling Class Directing Holder at the Venetian N/A ----------------------------------------------------------------------------------------------------------- 3 1440 Broadway Greenwich Capital Financial Products, Inc. (as holder of Note B) N/A ----------------------------------------------------------------------------------------------------------- Shops at Wailea Greenwich Capital Financial Products, 8 Inc. (as holder of Note B) N/A ----------------------------------------------------------------------------------------------------------- 2040 Main Street Greenwich Capital Financial Products, 12 Inc. (as holder of Note B) N/A ----------------------------------------------------------------------------------------------------------- 1370 Avenue of the Morgan Stanley Mortgage Capital Inc. Controlling Class Directing 14 Americas (as holder of Note A1) Holder ----------------------------------------------------------------------------------------------------------- Birtcher/Charlesbank Greenwich Capital Financial Products, 19 Office Portfolio Inc. (as holder of Note B) N/A ----------------------------------------------------------------------------------------------------------- 71 Toringdon II Controlling Class Directing Holder N/A -----------------------------------------------------------------------------------------------------------
SCHEDULE VI SUPPLEMENTAL SERVICER SCHEDULE
GCCFC 05-GG3 Loan ID GCFP Control_Number GCFP Loan ID Loan Name 1 00-1001130 00-1001130 North Star Mall 2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian 3 04-0773 04-0773 1440 Broadway 4 00-1001129 00-1001129 The Crescent 5 00-1001131 00-1001131 498 Seventh Avenue 6 00-1001132 00-1001132 Mall St. Matthews 7 09-0002005 09-0002005 Westin Kierland 8 04-0662 04-0662 Shops at Wailea 9 04-0975 04-0975 Waikiki Galleria 10 04-1136 04-1136 Place Properties Portfolio 10.01 04-1136 04-1136 Clayton Place 10.02 04-1136 04-1136 River Place 10.03 04-1136 04-1136 Jacksonville Place 10.04 04-1136 04-1136 Troy Place 10.05 04-1136 04-1136 Martin Place 10.06 04-1136 04-1136 Cape Place 10.07 04-1136 04-1136 Clemson Place 10.08 04-1136 04-1136 Macon Place 10.09 04-1136 04-1136 Murray Place 11 04-1007 04-1007 1700 Market Street 12 04-0140 04-0140 2040 Main Street 13 00-1001133 00-1001133 Doral Arrowwood Hotel 14 04-1247 04-1247 1370 Avenue of the Americas 15 04-1228 04-1228 One South Street 16 04-0744 04-0744 South Park Mall 17 04-0449 04-0449 Village at Orange 18 04-0826 04-0826 Mayfaire Town Center 19 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio 19.01 04-0829 04-0829 Park Tower 19.02 04-0829 04-0829 801 Civic Center Drive 19.03 04-0829 04-0829 Transit Tower 20 09-0001999 09-0001999 Atlanta Decorative Arts Center 21 04-1347 04-1347 Hilton Nashville Downtown 22 04-1143 04-1143 3100 Thornton 23 09-0001980 09-0001980 Lake Arrowhead Village 24 04-1435 04-1435 Olathe Station 25 09-0001968 09-0001968 One Financial Plaza 26 04-0917 04-0917 Executive Campus 27 04-0551 04-0551 1341 G Street 28 09-0001954 09-0001954 FAA Building 29 04-1086 04-1086 Hyatt Regency Albuquerque 30 09-0001950 09-0001950 Groton Estates 31 09-0001974 09-0001974 Champions of the West Tower 32 04-1059 04-1059 Irvine Technology Center-I 33 04-0276 04-0276 2470 Highcrest Road 34 04-1229 04-1229 Lee Farm Corporate Center 35 04-1085 04-1085 Mills Pointe/Arapahoe Village Portfolio 35.01 04-1085 04-1085 Mills Pointe 35.02 04-1085 04-1085 Arapaho Village 36 03-0873 03-0873 St Louis Place 37 04-1158 04-1158 Portofino Plaza 38 04-0904 04-0904 500 East 84th Avenue 39 04-1157 04-1157 Piazza Del Sol 40 04-0787 04-0787 Hotel Burnham 41 04-0862 04-0862 Magnolia Village 42 09-0002018 09-0002018 1355 Beverly Road 43 04-0948 04-0948 Capitol Center 44 04-0809 04-0809 Seattle Tower 45 09-0002020 09-0002020 Marketplace at Kapolei 46 04-0945 04-0945 New Loudon Center 47 09-0002006 09-0002006 H.H. Gregg Retail Portfolio 47.01 09-0002006C 09-0002006C Clarksville Commons 47.02 09-0002006B 09-0002006B East Washington Street 47.03 09-0002006A 09-0002006A U.S. 31 South 48 04-0522 04-0522 North Mountain Village Apartments 49 04-1290 04-1290 Prospect Place Office 50 04-0889 04-0889 Radisson Metrodome 51 04-0778 04-0778 Waynechester Plaza 52 04-0747 04-0747 Dack Portfolio 52.01 04-0747 04-0747 Energy Park I & II 52.02 04-0747 04-0747 Maryland Way 53 04-0731 04-0731 711 Atlantic Avenue 54 04-0857 04-0857 The Plaza at Encinitas Ranch 55 09-0001973 09-0001973 University Plaza 56 09-0001985 09-0001985 Wells Fargo Building 57 04-0794 04-0794 Fremont Moreno Center 58 04-0311 04-0311 Pleasant Valley 59 09-0001951 09-0001951 25 Melville Road 60 09-0001981 09-0001981 Village Shopping Center 61 09-0001953 09-0001953 Casas Adobes Plaza 62 09-0001991 09-0001991 Shoppes at Letson Farms 63 09-0002002 09-0002002 Bloomfield Park Gateway Center 64 09-0002012 09-0002012 Hollidaysburg Manor Apts 65 04-1205 04-1205 Northfield Commons 66 04-0282 04-0282 Fairfield Office Portfolio 66.01 04-0282 04-0282 777 Commerce Drive 66.02 04-0282 04-0282 1375 Kings Highway East 67 09-0001960 09-0001960 Prairie Glen Medical Office Buildings B and C 68 04-1073 04-1073 1420 Harbor Bay Parkway 69 04-0970 04-0970 Hampton Inn Camarillo 70 09-0001944 09-0001944 Toringdon II 71 09-0001912 09-0001912 Health Park 72 04-0928 04-0928 Pasadena Collection 73 04-1255 04-1255 Towneplace Suites by Marriott, San Jose 74 09-0002003 09-0002003 Sunset Plaza 75 04-0648 04-0648 Eastwind Shopping Center 76 09-0001992 09-0001992 Centra Point I 77 09-0001915 09-0001915 Intracorp Building 78 09-0001914 09-0001914 Walden Park 79 04-1142 04-1142 Quail Vista 80 09-0002013 09-0002013 Westwood Plaza 81 09-0001956 09-0001956 Northdale Plaza 82 04-1282 04-1282 Polaris Retail Center 83 09-0002004 09-0002004 Robert Morris Building 84 09-0001936 09-0001936 The Highlands of East Ellijay 85 09-0001947 09-0001947 Fleetwood Office Park 86 09-0001977 09-0001977 Bayshore Center 87 09-0001959 09-0001959 Prairie Glen Medical Office Building A 88 09-0001997 09-0001997 Highlands Shopping Center 89 04-1234 04-1234 Eagle Mountain Shopping Center 90 09-0001922 09-0001922 Rivers Bend East 91 04-0730 04-0730 6312 Nagle Avenue 92 04-1263 04-1263 Laguna Plaza 93 04-0937 04-0937 Pacific Pointe 94 09-0001988 09-0001988 5000 Blazer Memorial Parkway 95 09-0002008 09-0002008 Tracy Plaza Four 96 04-0029 04-0029 Sopra Centre 97 09-0001993 09-0001993 Centra Point V 98 09-0001969 09-0001969 Harbor Medical Office 99 04-0776 04-0776 Corporate Exchange Center 100 04-0982 04-0982 100 Bank Street 101 09-0002011 09-0002011 Ruffin Road Industrial 102 09-0001957 09-0001957 6801 Building 103 09-0001987 09-0001987 9480 Warner Ave 104 09-0001998 09-0001998 Pell City Shopping Center 105 09-0002007 09-0002007 Trinity Corporate Park 106 04-1043 04-1043 Smart & Final Center 107 09-0001996 09-0001996 Milestone Shopping Center 108 04-1185 04-1185 Peachtree City Marketplace 109 09-0002019 09-0002019 Palmer Park Shopping Center 110 09-0001942 09-0001942 Bond Street Office 111 04-0738 04-0738 Quail Corners South 112 04-0997 04-0997 Rockwest I 113 09-0001952 09-0001952 Westpoint Industrial 114 09-0002009 09-0002009 Wednesbury Medical Office 115 04-1140 04-1140 Parkway Commons Office Building 116 09-0002024 09-0002024 Southpointe Plaza 117 04-0944 04-0944 Vestridge Commons 118 03-0617 03-0617 Eastgate Center 119 09-0001976 09-0001976 Grove Medical Center 120 09-0001971 09-0001971 Mountain View Plaza 121 03-0655 03-0655 Northpark One 122 09-0001995 09-0001995 Smoky Hill Shopping Center 123 09-0001958 09-0001958 5700 Building 124 04-1135 04-1135 Walgreens Pleasant Hill 125 09-0001975 09-0001975 Hartland Village Shopping Center 126 04-0737 04-0737 Quail Corners South - Phase III 127 04-1265 04-1265 Arbo Portfolio 127.01 04-1265 04-1265 440 West 5th Street 127.02 04-1265 04-1265 1254 East 1st Street 128 09-0001948 09-0001948 Montgomery Crossing SC 129 09-0001972 09-0001972 Safeway Store - Pueblo West 130 04-0620 04-0620 Wood River Mini Storage 131 09-0001970 09-0001970 Lowe's Plaza Shopping Center 132 09-0001989 09-0001989 Village at Ontario Center 133 04-0733 04-0733 Plaza El Portal 134 09-0002014 09-0002014 Anderson Crossing Shopping Center 135 04-1078 04-1078 Clearview Parkway Shopping Center 136 04-1115 04-1115 Brookside Building 137 04-0906 04-0906 826 South Hobart Boulevard 138 04-0816 04-0816 CVS, Lancaster 139 09-0001979 09-0001979 Prairie Towne Square Apartments 140 04-0740 04-0740 Quail Court 141 04-0909 04-0909 12407 Sowden Road 142 04-0736 04-0736 689 Sierra Rose Drive 2-C 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian 3-C 04-0773 04-0773 1440 Broadway 8-C 04-0662 04-0662 Shops at Wailea 12-C 04-0140 04-0140 2040 Main Street 14-C 04-1247 04-1247 1370 Avenue of the Americas 19-C 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio 70-C 09-0001944 09-0001944 Toringdon II GCCFC 05-GG3 Loan ID Property Name General Property Type Detailed Property Type 1 Property Name Retail Regional Mall 2 Grand Canal Shoppes at the Venetian Retail Regional Mall 3 1440 Broadway Office General Urban 4 The Crescent Office General Urban 5 498 Seventh Avenue Office General Urban 6 Mall St. Matthews Retail Regional Mall 7 Westin Kierland Hospitality Full Service 8 Shops at Wailea Retail Regional Mall 9 Waikiki Galleria Office General Urban 10 Place Properties Portfolio 10.01 Clayton Place Multifamily Student Housing 10.02 River Place Multifamily Student Housing 10.03 Jacksonville Place Multifamily Student Housing 10.04 Troy Place Multifamily Student Housing 10.05 Martin Place Multifamily Student Housing 10.06 Cape Place Multifamily Student Housing 10.07 Clemson Place Multifamily Student Housing 10.08 Macon Place Multifamily Student Housing 10.09 Murray Place Multifamily Student Housing 11 1700 Market Street Office General Urban 12 2040 Main Street Office General Suburban 13 Doral Arrowwood Hotel Hospitality Full Service 14 1370 Avenue of the Americas Office General Urban 15 One South Street Office General Urban 16 South Park Mall Retail Regional Mall 17 Village at Orange Retail Regional Mall 18 Mayfaire Town Center Retail Regional Mall 19 Birtcher/Charlesbank Office Portfolio 19.01 Park Tower Office General Urban 19.02 801 Civic Center Drive Office General Urban 19.03 Transit Tower Office General Urban 20 Atlanta Decorative Arts Center Office General Urban 21 Hilton Nashville Downtown Hospitality Full Service 22 3100 Thornton Office General Suburban 23 Lake Arrowhead Village Retail Anchored 24 Olathe Station Retail Anchored 25 One Financial Plaza Office General Urban 26 Executive Campus Office General Suburban 27 1341 G Street Office General Urban 28 FAA Building Office General Suburban 29 Hyatt Regency Albuquerque Hospitality Full Service 30 Groton Estates Multifamily Garden 31 Champions of the West Tower Office General Suburban 32 Irvine Technology Center-I Office R & D 33 2470 Highcrest Road Office General Suburban 34 Lee Farm Corporate Center Office General Suburban 35 Mills Pointe/Arapahoe Village Portfolio 35.01 Mills Pointe Retail Anchored 35.02 Arapaho Village Retail Anchored 36 St Louis Place Office General Urban 37 Portofino Plaza Office General Suburban 38 500 East 84th Avenue Office General Suburban 39 Piazza Del Sol Office General Urban 40 Hotel Burnham Hospitality Full Service 41 Magnolia Village Office General Urban 42 1355 Beverly Road Office General Suburban 43 Capitol Center Office General Urban 44 Seattle Tower Office General Urban 45 Marketplace at Kapolei Retail Shadow Anchored 46 New Loudon Center Retail Anchored 47 H.H. Gregg Retail Portfolio 47.01 Clarksville Commons Retail Anchored 47.02 East Washington Street Retail Anchored 47.03 U.S. 31 South Retail Anchored 48 North Mountain Village Apartments Multifamily Garden 49 Prospect Place Office Office General Suburban 50 Radisson Metrodome Hospitality Full Service 51 Waynechester Plaza Retail Anchored 52 Dack Portfolio 52.01 Energy Park I & II Office General Suburban 52.02 Maryland Way Office General Suburban 53 711 Atlantic Avenue Office General Urban 54 The Plaza at Encinitas Ranch Retail Shadow Anchored 55 University Plaza Retail Anchored 56 Wells Fargo Building Office General Urban 57 Fremont Moreno Center Retail Unanchored 58 Pleasant Valley Office General Suburban 59 25 Melville Road Office General Suburban 60 Village Shopping Center Retail Anchored 61 Casas Adobes Plaza Retail Anchored 62 Shoppes at Letson Farms Retail Anchored 63 Bloomfield Park Gateway Center Retail Anchored 64 Hollidaysburg Manor Apts Multifamily Garden 65 Northfield Commons Retail Anchored 66 Fairfield Office Portfolio 66.01 777 Commerce Drive Office General Suburban 66.02 1375 Kings Highway East Office General Suburban 67 Prairie Glen Medical Office Buildings B and C Office Medical 68 1420 Harbor Bay Parkway Office General Suburban 69 Hampton Inn Camarillo Hospitality Limited Service 70 Toringdon II Office General Suburban 71 Health Park Office Medical 72 Pasadena Collection Retail Unanchored 73 Towneplace Suites by Marriott, San Jose Hospitality Limited Service 74 Sunset Plaza Retail Shadow Anchored 75 Eastwind Shopping Center Retail Anchored 76 Centra Point I Office General Suburban 77 Intracorp Building Office General Urban 78 Walden Park Retail Shadow Anchored 79 Quail Vista Industrial Warehouse 80 Westwood Plaza Retail Shadow Anchored 81 Northdale Plaza Office General Suburban 82 Polaris Retail Center Retail Anchored 83 Robert Morris Building Office General Urban 84 The Highlands of East Ellijay Retail Anchored 85 Fleetwood Office Park Office General Suburban 86 Bayshore Center Office General Urban 87 Prairie Glen Medical Office Building A Office Medical 88 Highlands Shopping Center Retail Shadow Anchored 89 Eagle Mountain Shopping Center Retail Anchored 90 Rivers Bend East Office General Suburban 91 6312 Nagle Avenue Retail Shadow Anchored 92 Laguna Plaza Retail Unanchored 93 Pacific Pointe Office General Urban 94 5000 Blazer Memorial Parkway Office General Suburban 95 Tracy Plaza Four Retail Anchored 96 Sopra Centre Office General Urban 97 Centra Point V Office General Suburban 98 Harbor Medical Office Office General Suburban 99 Corporate Exchange Center Office General Suburban 100 100 Bank Street Office General Urban 101 Ruffin Road Industrial Industrial Industrial 102 6801 Building Office General Suburban 103 9480 Warner Ave Retail Anchored 104 Pell City Shopping Center Retail Shadow Anchored 105 Trinity Corporate Park Office General Urban 106 Smart & Final Center Retail Anchored 107 Milestone Shopping Center Retail Shadow Anchored 108 Peachtree City Marketplace Retail Anchored 109 Palmer Park Shopping Center Retail Shadow Anchored 110 Bond Street Office Office General Suburban 111 Quail Corners South Office General Suburban 112 Rockwest I Retail Unanchored 113 Westpoint Industrial Industrial Warehouse 114 Wednesbury Medical Office Office Medical 115 Parkway Commons Office Building Office General Suburban 116 Southpointe Plaza Retail Shadow Anchored 117 Vestridge Commons Retail Unanchored 118 Eastgate Center Retail Anchored 119 Grove Medical Center Office Medical 120 Mountain View Plaza Retail Shadow Anchored 121 Northpark One Office General Suburban 122 Smoky Hill Shopping Center Retail Shadow Anchored 123 5700 Building Office General Suburban 124 Walgreens Pleasant Hill Retail Single Tenant 125 Hartland Village Shopping Center Retail Shadow Anchored 126 Quail Corners South - Phase III Office General Suburban 127 Arbo Portfolio 127.01 440 West 5th Street Multifamily Garden 127.02 1254 East 1st Street Multifamily Garden 128 Montgomery Crossing SC Retail Shadow Anchored 129 Safeway Store - Pueblo West Retail Anchored 130 Wood River Mini Storage Self-Storage General, units only 131 Lowe's Plaza Shopping Center Retail Shadow Anchored 132 Village at Ontario Center Retail Shadow Anchored 133 Plaza El Portal Retail Unanchored 134 Anderson Crossing Shopping Center Retail Shadow Anchored 135 Clearview Parkway Shopping Center Retail Unanchored 136 Brookside Building Office General Suburban 137 826 South Hobart Boulevard Multifamily Conventional 138 CVS, Lancaster Retail Single Tenant 139 Prairie Towne Square Apartments Multifamily Conventional 140 Quail Court Office General Suburban 141 12407 Sowden Road Industrial Warehouse 142 689 Sierra Rose Drive Office General Suburban 2-C Grand Canal Shoppes at the Venetian 3-C 1440 Broadway 8-C Shops at Wailea 12-C 2040 Main Street 14-C 1370 Avenue of the Americas 19-C Birtcher/Charlesbank Office Portfolio 70-C Toringdon II GCCFC 05-GG3 Loan ID Address City 1 7400 San Pedro Avenue San Antonio 2 3355 Las Vegas Boulevard South Las Vegas 3 1440 Broadway New York 4 100-300 and 500 Crescent Court Dallas 5 498 Seventh Avenue New York 6 5000 Shelbyville Road Louisville 7 6902 East Greenway Parkway Phoenix 8 3750 Wailea Alanui Drive Wailea 9 2222 and 2224 Kalakaua Avenue Honolulu 10 10.01 5809 North Lake Drive Morrow 10.02 915 Lovvorn Road Carrollton 10.03 331 Nisbet Street NW Jacksonville 10.04 100 Gibbs Street Troy 10.05 237 West Peach Street Martin 10.06 1710 North Sprigg Street Cape Girardeau 10.07 133 Clemson Place Circle Clemson 10.08 5091 Ivey Drive Macon 10.09 1700 Lowes Drive Murray 11 1700 Market Street Philadelphia 12 2040 Main Street Irvine 13 975 Anderson Hill Road Rye Brook 14 1370 Avenue of the Americas New York 15 One South Street Baltimore 16 2310 SW Military Parkway San Antonio 17 1500 East Village Way Orange 18 Military Cutoff Road Wilmington 19 19.01 200 Santa Ana Boulevard Santa Ana 19.02 801 Civic Center Drive Santa Ana 19.03 405 West 5th Street Santa Ana 20 349-351 Peachtree Hills Avenue Atlanta 21 121 Fourth Avenue South Nashville 22 3100 Thornton Burbank 23 28200 Highway 189 Lake Arrowhead 24 15345 West 119th Street (P1); 12075 South Strang Line Road (P2) Olathe 25 501 North Broadway St. Louis 26 3 Executive Campus Cherry Hill 27 1341 G Street Washington 28 2300 East Devon Road Des Plaines 29 330 Tijeras Avenue, NW Albuquerque 30 260 Shennecossett Rd Groton 31 12264 El Camino Real San Diego 32 18871 Teller Avenue, 18872 & 18902 Bardeen Avenue, and 2525 & 2601 Campus Drive Irvine 33 2470 Highcrest Road Roseville 34 83 Wooster Heights Road Danbury 35 35.01 2810 E Trinity Mills Road Carrollton 35.02 819 West Arapaho Road Richardson 36 200 North Broadway St Louis 37 1401 Ocean Avenue Santa Monica 38 500 East 84th Street Thornton 39 8439 West Sunset Boulevard West Hollywood 40 1 West Washington Street Chicago 41 6900 South McCarran Boulevard Reno 42 1355 Beverly Road McLean 43 919 Congress Avenue Austin 44 1218 Third Avenue Seattle 45 590 Farrington Highway Kapolei 46 873 New Loudon Road Latham 47 47.01 1050 East Highway 131 Clarksville 47.02 10101 East Washington Street Indianapolis 47.03 8921 U.S. Highway 31 South Indianapolis 48 3333 West Thunderbird Road Phoenix 49 3111 S. Dixie Highway West Palm Beach 50 615 Washington Avenue SE Minneapolis 51 1600-1660 Route 23 North Wayne 52 52.01 377 & 381 Riverside Drive Franklin 52.02 5300 Maryland Way Brentwood 53 711 Atlantic Avenue Boston 54 1560 Leucadia Boulevard Encinitas 55 5850 University Drive Huntsville 56 200 South Virginia Street Reno 57 1241-1249 Third Street Santa Monica 58 2401 Pleasant Valley Road York 59 25 Melville Park Road Melville 60 1001 North Miami Boulevard Durham 61 7001-7151 North Oracle Road Tucson 62 4750 Eastern Valley Road Bessemer 63 2055-2097 Telegraph Road Bloomfield Hills 64 17 Clover Drive Hollidaysburg 65 2105 S. Boulevard West Troy 66 66.01 777 Commerce Drive Fairfield 66.02 1375 Kings Highway East Fairfield 67 2551 and 2591 Compass Road Glenview 68 1420 Harbor Bay Parkway Alameda 69 50 West Daily Drive Camarillo 70 3430 Toringdon Way Charlotte 71 1651 Gunbarrel Road Chattanooga 72 175 S. Lake Avenue & 825 Cordova Street Pasadena 73 440 Sarasota Avenue San Jose 74 1000-1152 Sunset Road Henderson 75 2381 East Windmill Lane Las Vegas 76 8363 West Sunset Road Las Vegas 77 2505 Second Avenue Seattle 78 10900 Lakeline Mall Drive Austin 79 4690 Longley Lane Reno 80 542 Bypass 72 NW Greenwood 81 3903 Northdale Boulevard Tampa 82 8655 - 8671 Lyra Drive Columbus 83 100 North 17th Street Philadelphia 84 88 Highland Crossing East Ellijay 85 3275, 3279, 3281 & 3285 Veterans Memorial Highway Ronkonkoma 86 2907-2909 West Bay to Bay Boulevard Tampa 87 2501 Compass Road Glenview 88 9555 South University Boulevard Highlands Ranch 89 14835 East Shea Boulevard Fountain Hills 90 13203 North Enon Church Road Chester 91 6312 Nagle Avenue Chicago 92 1130 and 1142 Fremont Boulevard Seaside 93 2108 North Pacific Street Seattle 94 5000 Blazer Memorial Parkway Dublin 95 2886-2888 West Grant Line Road Tracy 96 110 East Atlantic Avenue Delray Beach 97 8395 West Sunset Road Las Vegas 98 2720 North Harbor Boulevard Fullerton 99 12502 - 12503 Exchange Drive Stafford 100 100 Bank Street Burlington 101 3949 & 3959 Ruffin Road Kearny Mesa 102 6801 Lake Worth Road Lake Worth 103 9380 - 9480 Warner Avenue and 17075 Bushard Street Fountain Valley 104 41-89 Vaughan Lane Pell City 105 1500 Sunday Drive Raleigh 106 2828 West Thunderbird Road Phoenix 107 62 & 188 Founders Parkway Castle Rock 108 225 Marketplace Connector Peachtree City 109 1580 Space Center Drive Colorado Springs 110 31600-31700 West Thirteen Mile Road Farmington Hills 111 609, 615, 665 and 691 Sierra Rose Drive Reno 112 1183-1207 Howell Mill Road Atlanta 113 6001 Hiatus Road Tamarac 114 8200 Wednesbury Lane Houston 115 13900 North Portland Avenue Oklahoma City 116 3209 Deans Bridge Road Augusta 117 1360 Montgomery Highway Vestavia 118 4001 Wake Forest Road Raleigh 119 4160 Route 83 Long Grove 120 US Highway 220 and Commonwealth Boulevard Martinsville 121 135 North Park Place Stockbridge 122 19731 Smoky Hill Road Centennial 123 5700 & 5702 Lake Worth Road Greenacres 124 721 Gregory Lane Pleasant Hill 125 4750 Hartland Parkway Lexington 126 630, 670 and 690 Sierra Rose Drive Reno 127 127.01 440 East 5th Street Long Beach 127.02 1254 East 1st Street Long Beach 128 157 Montgomery Crossing Biscoe 129 1017 North Marketplace Pueblo West 130 11819 State Highway 75 Hailey 131 3601 Old Halifax Road South Boston 132 4275 East Concours Ontario 133 3020 Santa Rosa Avenue Santa Rosa 134 1244-1296 Anderson Crossing Drive Lawrenceburg 135 4301-4307 Clearview Parkway @ W. Esplanade Metairie 136 3461 Brookside Road Stockton 137 826 South Hobart Boulevard Los Angeles 138 1225 North Bluegrove Road Lancaster 139 3025 Triumph Drive Sun Prarie 140 6770 South McCarran Boulevard Reno 141 12407 Sowden Road Houston 142 689 Sierra Rose Drive Reno 2-C 3-C 8-C 12-C 14-C 19-C 70-C GCCFC 05-GG3 Loan ID County State Zip Code Original Balance Cut-off Date Balance 1 Bexar Texas 78216 $251,000,000 $250,391,107.83 2 Clark Nevada 89109 $237,000,000 $234,752,792.07 3 New York New York 10018 $225,000,000 $225,000,000.00 4 Dallas Texas 75201 $214,770,000 $214,770,000.00 5 New York New York 10018 $181,500,000 $181,500,000.00 6 Jefferson Kentucky 40207 $155,000,000 $154,827,634.22 7 Maricopa Arizona 85254 $135,000,000 $135,000,000.00 8 Maui Hawaii 96753 $112,000,000 $112,000,000.00 9 Honolulu Hawaii 96815 $100,000,000 $100,000,000.00 10 $98,660,000 $98,660,000.00 10.01 Clayton Georgia 30260 10.02 Carroll Georgia 30117 10.03 Calhoun Alabama 36265 10.04 Pike Alabama 36081 10.05 Weakley Tennessee 38237 10.06 Cape Girardeau Missouri 63701 10.07 Pickens South Carolina 29631 10.08 Bibb Georgia 31206 10.09 Calloway Kentucky 42071 11 Philadelphia Pennsylvania 19103 $88,900,000 $88,900,000.00 12 Orange California 92614 $76,000,000 $75,776,163.02 13 Westchester New York 10573 $75,000,000 $75,000,000.00 14 New York New York 10019 $67,500,000 $67,500,000.00 15 Baltimore Maryland 21201 $65,000,000 $65,000,000.00 16 Bexar Texas 78224 $64,000,000 $64,000,000.00 17 Orange California 92865 $60,050,000 $60,050,000.00 18 New Hanover North Carolina 28405 $52,000,000 $52,000,000.00 19 $48,200,000 $48,200,000.00 19.01 Orange California 92701 19.02 Orange California 92701 19.03 Orange California 92701 20 Fulton Georgia 30305 $48,000,000 $48,000,000.00 21 Davidson Tennessee 37201 $36,000,000 $35,896,706.86 22 Los Angeles California 91504 $35,700,000 $35,700,000.00 23 San Bernardino California 92352 $34,500,000 $34,500,000.00 24 Johnson Kansas 66062 $33,150,000 $33,150,000.00 25 Saint Louis City Missouri 63102 $30,750,000 $30,750,000.00 26 Camden New Jersey 08002 $30,000,000 $30,000,000.00 27 District of Columbia District of Columbia 20005 $28,000,000 $28,000,000.00 28 Cook Illinois 60018 $26,000,000 $25,679,805.13 29 Bernalillo New Mexico 87102 $23,800,000 $23,694,569.16 30 New London Connecticut 06340 $22,000,000 $22,000,000.00 31 San Diego California 92130 $21,200,000 $21,200,000.00 32 Orange California 92612 $21,000,000 $21,000,000.00 33 Ramsey Minnesota 55113 $20,860,000 $20,679,031.01 34 Fairfield Connecticut 06810 $20,250,000 $20,215,329.01 35 $20,170,000 $20,170,000.00 35.01 Dallas Texas 75006 35.02 Dallas Texas 75080 36 St. Louis Missouri 63101 $20,000,000 $19,877,689.35 37 Los Angeles California 90401 $19,480,000 $19,480,000.00 38 Adams Colorado 80229 $19,000,000 $19,000,000.00 39 Los Angeles California 90069 $17,520,000 $17,520,000.00 40 Cook Illinois 60602 $17,400,000 $17,360,516.87 41 Washoe Nevada 89509 $17,200,000 $17,144,612.00 42 Fairfax Virginia 22101 $16,800,000 $16,800,000.00 43 Travis Texas 78701 $16,500,000 $16,472,187.03 44 King Washington 98101 $15,675,000 $15,675,000.00 45 Honolulu Hawaii 96707 $15,400,000 $15,400,000.00 46 Albany New York 12110 $15,000,000 $15,000,000.00 47 $15,000,000 $14,985,090.50 47.01 Clark Indiana 47129 47.02 Marion Indiana 46229 47.03 Marion Indiana 46227 48 Maricopa Arizona 85053 $15,000,000 $14,937,314.07 49 Palm Beach Florida 33401 $14,800,000 $14,800,000.00 50 Hennepin Minnesota 55414 $14,500,000 $14,406,706.35 51 Passaic New Jersey 07470 $14,200,000 $14,200,000.00 52 $14,000,000 $14,000,000.00 52.01 Williamson Tennessee 37064 52.02 Williamson Tennessee 37027 53 Suffolk Massachusetts 02111 $13,750,000 $13,689,093.11 54 San Diego California 92024 $13,700,000 $13,631,695.90 55 Madison Alabama 35806 $13,500,000 $13,500,000.00 56 Washoe Nevada 89501 $12,750,000 $12,750,000.00 57 Los Angeles California 90401 $12,500,000 $12,454,689.81 58 York Pennsylvania 17402 $12,000,000 $11,964,671.51 59 Suffolk New York 11747 $11,750,000 $11,750,000.00 60 Durham North Carolina 27703 $11,440,000 $11,440,000.00 61 Pima Arizona 85704 $11,300,000 $11,300,000.00 62 Jefferson Alabama 35111 $11,200,000 $11,200,000.00 63 Oakland Michigan 48302 $11,200,000 $11,189,840.70 64 Blair Pennsylvania 16648 $10,320,000 $10,320,000.00 65 Oakland Michigan 48098 $10,050,000 $10,040,511.62 66 $10,000,000 $10,000,000.00 66.01 Fairfield Connecticut 06430 66.02 Fairfield Connecticut 06430 67 Cook Illinois 60026 $9,800,000 $9,791,662.06 68 Alameda California 94502 $9,500,000 $9,472,403.79 69 Ventura California 93010 $9,000,000 $8,963,662.56 70 Mecklenburg North Carolina 28277 $8,850,000 $8,850,000.00 71 Hamilton Tennessee 37421 $8,700,000 $8,700,000.00 72 Los Angeles California 91101 $8,630,000 $8,630,000.00 73 Santa Clara California 95129 $8,600,000 $8,589,215.82 74 Clark Nevada 89014 $8,500,000 $8,500,000.00 75 Clark Nevada 89123 $8,450,000 $8,450,000.00 76 Clark Nevada 89113 $8,415,000 $8,415,000.00 77 King Washington 98121 $8,200,000 $8,200,000.00 78 Williamson Texas 78717 $8,100,000 $8,100,000.00 79 Washoe Nevada 89502 $8,000,000 $7,978,405.89 80 Greenwood South Carolina 29649 $7,620,000 $7,620,000.00 81 Hillsborough Florida 33624 $7,600,000 $7,564,410.61 82 Delaware Ohio 43240 $7,500,000 $7,492,545.25 83 Philadelphia Pennsylvania 19103 $7,280,000 $7,280,000.00 84 Gilmer Georgia 30540 $7,100,000 $7,100,000.00 85 Suffolk New York 11779 $7,000,000 $7,000,000.00 86 Hillsborough Florida 33629 $7,000,000 $7,000,000.00 87 Cook Illinois 60026 $6,800,000 $6,794,214.50 88 Douglas Colorado 80126 $6,750,000 $6,750,000.00 89 Maricopa Arizona 85268 $6,650,000 $6,643,891.53 90 Chesterfield Virginia 23836 $6,500,000 $6,500,000.00 91 Cook Illinois 60646 $6,446,000 $6,446,000.00 92 Monterey California 93955 $6,342,000 $6,342,000.00 93 King Washington 98103 $6,225,000 $6,207,358.40 94 Franklin Ohio 43017 $6,120,000 $6,096,114.92 95 San Joaquin California 95304 $6,000,000 $6,000,000.00 96 Palm Beach Florida 33444 $5,900,000 $5,872,371.39 97 Clark Nevada 89113 $5,800,000 $5,800,000.00 98 Orange California 92835 $5,700,000 $5,700,000.00 99 Fort Bend Texas 77477 $5,650,000 $5,618,061.30 100 Chittenden Vermont 05401 $5,600,000 $5,600,000.00 101 San Diego California 92123 $5,600,000 $5,600,000.00 102 Palm Beach Florida 33467 $5,500,000 $5,471,034.62 103 Orange California 92708 $5,185,000 $5,130,916.57 104 Saint Clair Alabama 35125 $5,050,000 $5,039,643.81 105 Wake North Carolina 27607 $5,000,000 $4,992,186.40 106 Maricopa Arizona 85053 $4,900,000 $4,881,052.62 107 Douglas Colorado 80104 $4,850,000 $4,850,000.00 108 Fayette Georgia 30269 $4,750,000 $4,741,009.68 109 El Paso Colorado 80915 $4,700,000 $4,695,098.98 110 Oakland Michigan 48334 $4,700,000 $4,673,474.18 111 Washoe Nevada 89511 $4,600,000 $4,584,050.90 112 Fulton Georgia 30318 $4,500,000 $4,477,959.31 113 Broward Florida 33321 $4,000,000 $4,000,000.00 114 Harris Texas 77074 $4,000,000 $4,000,000.00 115 Oklahoma Oklahoma 73134 $4,000,000 $3,988,651.00 116 Richmond Georgia 30906 $3,920,000 $3,920,000.00 117 Jefferson Alabama 35216 $3,850,000 $3,838,920.35 118 Wake North Carolina 27609 $3,800,000 $3,800,000.00 119 Lake Illinois 60047 $3,750,000 $3,750,000.00 120 Martinsville City Virginia 24112 $3,575,000 $3,575,000.00 121 Henry Georgia 30281 $3,550,000 $3,536,754.86 122 Arapahoe Colorado 80015 $3,500,000 $3,500,000.00 123 Palm Beach Florida 33463 $3,450,000 $3,431,830.81 124 Contra Costa California 94523 $3,400,000 $3,397,088.41 125 Fayette Kentucky 40515 $3,050,000 $3,040,871.46 126 Washoe Nevada 89511 $3,000,000 $2,986,578.72 127 $2,900,000 $2,897,463.50 127.01 Los Angeles California 90802 127.02 Los Angeles California 90802 128 Montgomery North Carolina 27209 $2,880,000 $2,880,000.00 129 Pueblo Colorado 81007 $2,770,000 $2,720,901.58 130 Blaine Idaho 83333 $2,700,000 $2,682,156.89 131 Halifax Virginia 24592 $2,600,000 $2,600,000.00 132 San Bernardino California 91764 $2,600,000 $2,592,732.77 133 Sonoma California 95407 $2,598,000 $2,586,800.55 134 Anderson Kentucky 40342 $2,550,000 $2,544,919.26 135 Jefferson Louisiana 70006 $2,500,000 $2,495,174.08 136 San Joaquin California 95219 $2,200,000 $2,191,433.69 137 Los Angeles California 90005 $2,025,000 $2,015,158.82 138 Dallas Texas 75146 $2,000,000 $1,991,921.16 139 Dane Wisconsin 53590 $1,850,000 $1,850,000.00 140 Washoe Nevada 89509 $1,425,000 $1,419,034.82 141 Harris Texas 77080 $1,125,000 $1,120,740.09 142 Washoe Nevada 89511 $1,125,000 $1,119,978.60 2-C $190,000,000 $188,198,440.84 3-C $15,000,000 $15,000,000.00 8-C $8,000,000 $8,000,000.00 12-C $12,000,000 $11,964,657.32 14-C $82,500,000 $82,500,000.00 19-C $48,200,000 $48,200,000.00 70-C $8,850,000 $8,850,000.00 Original Term to GCCFC 05-GG3 Loan ID Monthly Debt Service Gross Interest Rate Seasoning Maturity (mos.) 1 $1,261,361.78 4.4300% 2 61 2 $2,235,161.95 4.7800% 8 59 3 $1,336,285.31 5.9120% 0 120 4 $907,303.82 5.0000% 2 83 5 $772,887.50 5.0400% 1 60 6 $813,699.81 4.8050% 1 60 7 $579,437.50 5.0800% 2 60 8 $682,335.54 6.1500% 4 120 9 $575,656.40 5.6250% 2 120 10 $536,745.80 6.4390% 2 60 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 11 $496,153.06 5.3450% 3 84 12 $490,411.26 6.7000% 4 120 13 $492,436.57 6.2000% 0 120 14 $700,343.75 5.5260% 2 120 15 $370,900.13 5.5450% 2 120 16 $394,569.47 5.8800% 4 120 17 $278,037.06 5.4800% 3 84 18 $304,151.95 5.7710% 1 120 19 $312,816.54 6.7560% 6 84 19.01 19.02 19.03 20 $250,680.14 4.7600% 3 60 21 $218,926.77 5.4000% 2 120 22 $199,576.20 5.3600% 2 120 23 $199,801.09 5.6800% 4 120 24 $180,599.43 5.1300% 1 84 25 $142,375.35 5.4800% 5 60 26 $182,089.20 6.1150% 1 120 27 $169,226.25 6.0750% 5 120 28 $187,775.12 6.1000% 6 240 29 $145,386.31 5.4460% 3 84 30 $130,490.03 5.9000% 5 120 31 $121,037.16 5.5500% 4 120 32 $128,346.07 6.1800% 2 120 33 $114,544.53 5.2000% 8 120 34 $119,928.80 5.8860% 2 120 35 $112,381.01 5.3300% 2 120 35.01 35.02 36 $120,914.89 6.0780% 7 84 37 $108,657.73 5.3400% 2 120 38 $109,110.95 5.6030% 1 60 39 $97,725.03 5.3400% 2 120 40 $118,575.62 6.6000% 2 120 41 $107,024.54 6.3500% 4 120 42 $94,127.54 5.3800% 1 120 43 $98,353.72 5.9460% 2 84 44 $88,627.57 5.4620% 2 84 45 $84,372.92 5.1800% 0 120 46 $86,443.19 5.6350% 5 120 47 $83,109.50 5.2800% 1 120 47.01 47.02 47.03 48 $82,830.56 5.2500% 4 120 49 $86,839.45 5.8000% 0 120 50 $96,100.70 6.3000% 5 60 51 $81,949.53 5.6480% 3 120 52 $85,291.94 6.1500% 2 120 52.01 52.02 53 $83,262.12 6.0930% 5 84 54 $78,389.85 5.5700% 5 96 55 $77,075.55 5.5500% 4 120 56 $70,248.11 5.2300% 3 84 57 $73,862.35 5.8650% 4 120 58 $68,685.31 5.5730% 3 120 59 $67,084.28 5.5500% 4 120 60 $64,525.05 5.4400% 3 120 61 $51,747.20 5.4200% 4 60 62 $63,101.35 5.4300% 3 120 63 $64,650.41 5.6500% 1 120 64 $57,564.05 5.3400% 2 120 65 $56,999.76 5.4900% 1 120 66 $52,891.20 6.2600% 7 60 66.01 66.02 67 $58,127.38 5.9000% 1 120 68 $54,729.35 5.6320% 3 84 69 $57,833.18 5.9720% 3 120 70 $53,060.22 6.0000% 6 120 71 $39,326.22 5.3500% 1 60 72 $48,137.38 5.3400% 1 120 73 $55,884.01 6.0900% 1 120 74 $52,004.72 6.1900% 7 120 75 $50,933.97 6.0500% 5 84 76 $47,410.52 5.4300% 3 120 77 $35,334.03 5.1000% 5 60 78 $45,838.56 5.4700% 5 96 79 $47,707.18 5.9500% 3 120 80 $42,314.22 5.3000% 1 120 81 $44,835.51 5.8500% 5 120 82 $41,554.75 5.2800% 1 120 83 $29,831.99 4.8500% 3 60 84 $42,031.61 5.6300% 1 120 85 $32,942.94 5.5700% 6 60 86 $39,877.08 5.5300% 2 120 87 $40,333.28 5.9000% 1 120 88 $37,190.18 5.2300% 2 120 89 $38,176.25 5.6000% 1 120 90 $37,602.55 5.6700% 8 120 91 $40,534.20 6.3400% 2 84 92 $36,168.50 5.5400% 0 120 93 $36,287.87 5.7400% 3 120 94 $34,940.92 5.5500% 4 120 95 $33,654.41 5.3900% 1 120 96 $34,806.52 5.8500% 5 84 97 $32,677.48 5.4300% 3 120 98 $33,991.36 5.9500% 5 84 99 $33,090.41 5.7830% 6 120 100 $33,118.96 5.8730% 4 120 101 $30,681.06 5.1800% 2 60 102 $30,610.10 5.3200% 5 60 103 $42,586.21 5.5800% 3 180 104 $27,605.45 5.1600% 2 120 105 $28,996.93 4.9200% 1 120 106 $28,098.98 5.5900% 4 120 107 $26,721.83 5.2300% 2 120 108 $26,940.18 5.4900% 2 120 109 $25,460.91 5.0800% 1 120 110 $27,547.47 5.7900% 6 120 111 $27,727.37 6.0500% 4 120 112 $25,975.61 5.6500% 5 120 113 $23,904.92 5.9700% 5 120 114 $22,386.38 5.3700% 1 120 115 $23,304.81 5.7350% 3 120 116 $21,938.66 5.3700% 1 120 117 $22,279.59 5.6730% 3 120 118 $19,745.49 6.1500% 7 60 119 $17,362.85 5.4800% 5 60 120 $20,523.32 5.6000% 5 120 121 $20,701.05 5.7430% 4 120 122 $19,283.80 5.2300% 2 120 123 $19,200.88 5.3200% 5 60 124 $20,112.28 5.8750% 1 120 125 $17,317.56 5.5000% 3 120 126 $18,083.07 6.0500% 5 120 127 $17,002.91 5.7930% 1 120 127.01 127.02 128 $17,304.11 6.0200% 6 120 129 $22,559.78 5.4500% 5 180 130 $17,644.54 6.1500% 5 120 131 $14,893.28 5.5800% 5 120 132 $15,255.58 5.8000% 3 120 133 $15,928.81 6.2100% 5 120 134 $14,128.61 5.2800% 2 120 135 $14,053.88 5.4100% 2 120 136 $12,574.30 5.5600% 4 120 137 $11,733.87 5.6850% 5 120 138 $12,621.64 6.4850% 5 120 139 $10,937.54 5.8700% 4 120 140 $8,852.90 6.3350% 5 120 141 $6,515.25 5.6800% 4 120 142 $6,788.40 6.0600% 5 120 2-C $2,235,161.95 4.7800% 8 59 3-C $1,336,285.31 5.9120% 0 120 8-C $682,335.54 6.1500% 4 120 12-C $490,411.26 6.7000% 4 120 14-C $700,343.75 5.5260% 2 120 19-C $312,816.54 6.7560% 6 84 70-C $53,060.22 6.0000% 6 120 Stated Remaining Original Remaining Remaining Term to Original Interest Amortization Interest Only Amortization GCCFC 05-GG3 Loan ID Maturity (mos.) Only Term (mos.) Term (mos.) Period (mos.) Term (mos.) 1 59 0 360 0 358 2 51 0 360 0 352 3 120 36 360 36 360 4 81 83 NA 81 NA 5 59 60 NA 59 NA 6 59 0 360 0 359 7 58 60 NA 58 NA 8 116 59 360 55 360 9 118 47 360 45 360 10 58 60 NA 58 NA 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 11 81 48 360 45 360 12 116 0 360 0 356 13 120 0 300 0 300 14 118 120 NA 118 NA 15 118 24 360 22 360 16 116 59 324 55 324 17 81 84 NA 81 NA 18 119 12 360 11 360 19 78 24 360 18 360 19.01 19.02 19.03 20 57 24 360 21 360 21 118 0 300 0 298 22 118 7 360 5 360 23 116 36 360 32 360 24 83 48 360 47 360 25 55 60 NA 55 NA 26 119 24 360 23 360 27 115 60 360 55 360 28 234 0 240 0 234 29 81 0 300 0 297 30 115 12 360 7 360 31 116 24 360 20 360 32 118 24 360 22 360 33 112 0 360 0 352 34 118 0 360 0 358 35 118 24 360 22 360 35.01 35.02 36 77 0 360 0 353 37 118 24 360 22 360 38 59 24 360 23 360 39 118 24 360 22 360 40 118 0 300 0 298 41 116 0 360 0 356 42 119 24 360 23 360 43 82 0 360 0 358 44 82 24 360 22 360 45 120 24 360 24 360 46 115 23 360 18 360 47 119 0 360 0 359 47.01 47.02 47.03 48 116 0 360 0 356 49 120 0 360 0 360 50 55 0 300 0 295 51 117 12 360 9 360 52 118 24 360 22 360 52.01 52.02 53 79 0 360 0 355 54 91 0 360 0 355 55 116 12 360 8 360 56 81 24 360 21 360 57 116 0 360 0 356 58 117 0 360 0 357 59 116 18 360 14 360 60 117 12 360 9 360 61 56 60 NA 56 NA 62 117 12 360 9 360 63 119 0 360 0 359 64 118 24 360 22 360 65 119 0 360 0 359 66 53 60 NA 53 NA 66.01 66.02 67 119 0 360 0 359 68 81 0 360 0 357 69 117 0 300 0 297 70 114 12 360 6 360 71 59 60 NA 59 NA 72 119 24 360 23 360 73 119 0 300 0 299 74 113 60 360 53 360 75 79 48 360 43 360 76 117 24 360 21 360 77 55 60 NA 55 NA 78 91 60 360 55 360 79 117 0 360 0 357 80 119 24 360 23 360 81 115 0 360 0 355 82 119 0 360 0 359 83 57 60 NA 57 NA 84 119 12 336 11 336 85 54 60 NA 54 NA 86 118 12 360 10 360 87 119 0 360 0 359 88 118 24 360 22 360 89 119 0 360 0 359 90 112 18 360 10 360 91 82 12 348 10 348 92 120 0 360 0 360 93 117 0 360 0 357 94 116 0 360 0 356 95 119 24 360 23 360 96 79 0 360 0 355 97 117 24 360 21 360 98 79 24 360 19 360 99 114 0 360 0 354 100 116 24 360 20 360 101 58 24 360 22 360 102 55 0 360 0 355 103 177 0 180 0 177 104 118 0 360 0 358 105 119 0 300 0 299 106 116 0 360 0 356 107 118 24 360 22 360 108 118 0 360 0 358 109 119 0 360 0 359 110 114 0 360 0 354 111 116 0 360 0 356 112 115 0 360 0 355 113 115 36 360 31 360 114 119 12 360 11 360 115 117 0 360 0 357 116 119 24 360 23 360 117 117 0 360 0 357 118 53 60 NA 53 NA 119 55 60 NA 55 NA 120 115 24 360 19 360 121 116 0 360 0 356 122 118 24 360 22 360 123 55 0 360 0 355 124 119 0 360 0 359 125 117 0 360 0 357 126 115 0 360 0 355 127 119 0 360 0 359 127.01 127.02 128 114 12 360 6 360 129 175 0 180 0 175 130 115 0 300 0 295 131 115 24 360 19 360 132 117 0 360 0 357 133 115 0 360 0 355 134 118 0 360 0 358 135 118 0 360 0 358 136 116 0 360 0 356 137 115 0 360 0 355 138 115 0 360 0 355 139 116 12 360 8 360 140 115 0 360 0 355 141 116 0 360 0 356 142 115 0 360 0 355 2-C 51 0 360 0 352 3-C 120 36 360 36 360 8-C 116 59 360 55 360 12-C 116 0 360 0 356 14-C 118 120 NA 118 NA 19-C 78 24 360 18 360 70-C 114 12 360 6 360 GCCFC 05-GG3 Loan ID Interest Accrual Method (Actual/360 or 30/360) Administrative Fee Rate Master Servicing Fee 1 Actual/360 0.0206% 0.0100% 2 Actual/360 0.0206% 0.0100% 3 Actual/360 0.0206% 0.0100% 4 Actual/360 0.0206% 0.0100% 5 Actual/360 0.0206% 0.0100% 6 Actual/360 0.0206% 0.0100% 7 Actual/360 0.0206% 0.0100% 8 Actual/360 0.0206% 0.0100% 9 Actual/360 0.0206% 0.0100% 10 Actual/360 0.0206% 0.0100% 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 11 Actual/360 0.0206% 0.0100% 12 Actual/360 0.0206% 0.0100% 13 Actual/360 0.0206% 0.0100% 14 Actual/360 0.0406% 0.0100% 15 Actual/360 0.0206% 0.0100% 16 Actual/360 0.0206% 0.0100% 17 Actual/360 0.0206% 0.0100% 18 Actual/360 0.0506% 0.0100% 19 Actual/360 0.0206% 0.0100% 19.01 19.02 19.03 20 Actual/360 0.0206% 0.0100% 21 Actual/360 0.0206% 0.0100% 22 Actual/360 0.0206% 0.0100% 23 Actual/360 0.0206% 0.0100% 24 Actual/360 0.0206% 0.0100% 25 Actual/360 0.0806% 0.0100% 26 Actual/360 0.0206% 0.0100% 27 Actual/360 0.0706% 0.0100% 28 Actual/360 0.0906% 0.0100% 29 Actual/360 0.0206% 0.0100% 30 Actual/360 0.0206% 0.0100% 31 Actual/360 0.0206% 0.0100% 32 Actual/360 0.0206% 0.0100% 33 Actual/360 0.0206% 0.0100% 34 Actual/360 0.0206% 0.0100% 35 Actual/360 0.0206% 0.0100% 35.01 35.02 36 Actual/360 0.0706% 0.0100% 37 Actual/360 0.0206% 0.0100% 38 Actual/360 0.0206% 0.0100% 39 Actual/360 0.0206% 0.0100% 40 Actual/360 0.0206% 0.0100% 41 Actual/360 0.0206% 0.0100% 42 Actual/360 0.0206% 0.0100% 43 Actual/360 0.0206% 0.0100% 44 Actual/360 0.0206% 0.0100% 45 Actual/360 0.0206% 0.0100% 46 Actual/360 0.0206% 0.0100% 47 Actual/360 0.0506% 0.0100% 47.01 47.02 47.03 48 Actual/360 0.0206% 0.0100% 49 Actual/360 0.0206% 0.0100% 50 Actual/360 0.0206% 0.0100% 51 Actual/360 0.0206% 0.0100% 52 Actual/360 0.0206% 0.0100% 52.01 52.02 53 Actual/360 0.0206% 0.0100% 54 Actual/360 0.0206% 0.0100% 55 Actual/360 0.0206% 0.0100% 56 Actual/360 0.0906% 0.0100% 57 Actual/360 0.0206% 0.0100% 58 Actual/360 0.0206% 0.0100% 59 Actual/360 0.0806% 0.0100% 60 Actual/360 0.0206% 0.0100% 61 Actual/360 0.0206% 0.0100% 62 Actual/360 0.0206% 0.0100% 63 Actual/360 0.0206% 0.0100% 64 Actual/360 0.0206% 0.0100% 65 Actual/360 0.0206% 0.0100% 66 Actual/360 0.0206% 0.0100% 66.01 66.02 67 Actual/360 0.0806% 0.0100% 68 Actual/360 0.0206% 0.0100% 69 Actual/360 0.0206% 0.0100% 70 Actual/360 0.0206% 0.0100% 71 Actual/360 0.0206% 0.0100% 72 Actual/360 0.0206% 0.0100% 73 Actual/360 0.0206% 0.0100% 74 Actual/360 0.0206% 0.0100% 75 Actual/360 0.0206% 0.0100% 76 Actual/360 0.0206% 0.0100% 77 Actual/360 0.0206% 0.0100% 78 Actual/360 0.0206% 0.0100% 79 Actual/360 0.0206% 0.0100% 80 Actual/360 0.0206% 0.0100% 81 Actual/360 0.0806% 0.0100% 82 Actual/360 0.0206% 0.0100% 83 Actual/360 0.0206% 0.0100% 84 Actual/360 0.0706% 0.0100% 85 Actual/360 0.0206% 0.0100% 86 Actual/360 0.0806% 0.0100% 87 Actual/360 0.0806% 0.0100% 88 Actual/360 0.0706% 0.0100% 89 Actual/360 0.0206% 0.0100% 90 Actual/360 0.0706% 0.0100% 91 Actual/360 0.0206% 0.0100% 92 Actual/360 0.0206% 0.0100% 93 Actual/360 0.0206% 0.0100% 94 Actual/360 0.0906% 0.0100% 95 Actual/360 0.0206% 0.0100% 96 Actual/360 0.0206% 0.0100% 97 Actual/360 0.0206% 0.0100% 98 Actual/360 0.0206% 0.0100% 99 Actual/360 0.0206% 0.0100% 100 Actual/360 0.0206% 0.0100% 101 Actual/360 0.0206% 0.0100% 102 Actual/360 0.0206% 0.0100% 103 Actual/360 0.0206% 0.0100% 104 Actual/360 0.0206% 0.0100% 105 Actual/360 0.0206% 0.0100% 106 Actual/360 0.0206% 0.0100% 107 Actual/360 0.0706% 0.0100% 108 Actual/360 0.0206% 0.0100% 109 Actual/360 0.0206% 0.0100% 110 Actual/360 0.0206% 0.0100% 111 Actual/360 0.0206% 0.0100% 112 Actual/360 0.0206% 0.0100% 113 Actual/360 0.0206% 0.0100% 114 Actual/360 0.0206% 0.0100% 115 Actual/360 0.0206% 0.0100% 116 Actual/360 0.0206% 0.0100% 117 Actual/360 0.0206% 0.0100% 118 Actual/360 0.0206% 0.0100% 119 Actual/360 0.0906% 0.0100% 120 Actual/360 0.0206% 0.0100% 121 Actual/360 0.0206% 0.0100% 122 Actual/360 0.0706% 0.0100% 123 Actual/360 0.0206% 0.0100% 124 Actual/360 0.0206% 0.0100% 125 Actual/360 0.0206% 0.0100% 126 Actual/360 0.0206% 0.0100% 127 Actual/360 0.0206% 0.0100% 127.01 127.02 128 Actual/360 0.0206% 0.0100% 129 Actual/360 0.0206% 0.0100% 130 Actual/360 0.0906% 0.0100% 131 Actual/360 0.0706% 0.0100% 132 Actual/360 0.0206% 0.0100% 133 Actual/360 0.0206% 0.0100% 134 Actual/360 0.0206% 0.0100% 135 Actual/360 0.0206% 0.0100% 136 Actual/360 0.0206% 0.0100% 137 Actual/360 0.0206% 0.0100% 138 Actual/360 0.0206% 0.0100% 139 Actual/360 0.0206% 0.0100% 140 Actual/360 0.0206% 0.0100% 141 Actual/360 0.0206% 0.0100% 142 Actual/360 0.0206% 0.0100% 2-C Actual/360 0.0100% 0.0000% 3-C Actual/360 0.0100% 0.0000% 8-C Actual/360 0.0100% 0.0000% 12-C Actual/360 0.0100% 0.0000% 14-C Actual/360 0.0300% 0.0000% 19-C Actual/360 0.0100% 0.0000% 70-C Actual/360 0.0000% 0.0000% GCCFC 05-GG3 Loan ID Primary Servicing Fee Ownership Interest (Fee/Leasehold) 1 0.0100% Fee Simple 2 0.0100% Fee Simple / Leasehold 3 0.0100% Fee Simple 4 0.0100% Fee Simple 5 0.0100% Fee Simple 6 0.0100% Leasehold 7 0.0100% Fee Simple 8 0.0100% Fee Simple 9 0.0100% Fee Simple 10 0.0100% 10.01 Fee Simple 10.02 Fee Simple 10.03 Fee Simple 10.04 Fee Simple 10.05 Fee Simple 10.06 Fee Simple 10.07 Fee Simple 10.08 Fee Simple 10.09 Fee Simple 11 0.0100% Fee Simple 12 0.0100% Fee Simple 13 0.0100% Fee Simple / Leasehold 14 0.0300% Fee Simple 15 0.0100% Fee Simple 16 0.0100% Fee Simple 17 0.0100% Fee Simple 18 0.0400% Fee Simple 19 0.0100% 19.01 Fee Simple 19.02 Fee Simple / Leasehold 19.03 Leasehold 20 0.0100% Fee Simple 21 0.0100% Fee Simple 22 0.0100% Fee Simple 23 0.0100% Fee Simple 24 0.0100% Fee Simple 25 0.0700% Fee Simple / Leasehold 26 0.0100% Fee Simple 27 0.0600% Fee Simple 28 0.0800% Fee Simple 29 0.0100% Fee Simple / Leasehold 30 0.0100% Fee Simple 31 0.0100% Fee Simple 32 0.0100% Fee Simple 33 0.0100% Fee Simple 34 0.0100% Fee Simple 35 0.0100% 35.01 Fee Simple 35.02 Fee Simple 36 0.0600% Fee Simple 37 0.0100% Fee Simple 38 0.0100% Leasehold 39 0.0100% Fee Simple 40 0.0100% Fee Simple 41 0.0100% Fee Simple 42 0.0100% Fee Simple 43 0.0100% Fee Simple / Leasehold 44 0.0100% Fee Simple 45 0.0100% Leasehold 46 0.0100% Fee Simple 47 0.0400% 47.01 Fee Simple 47.02 Fee Simple 47.03 Fee Simple 48 0.0100% Fee Simple 49 0.0100% Fee Simple 50 0.0100% Leasehold 51 0.0100% Fee Simple 52 0.0100% 52.01 Fee Simple 52.02 Fee Simple 53 0.0100% Fee Simple 54 0.0100% Fee Simple 55 0.0100% Fee Simple 56 0.0800% Fee Simple 57 0.0100% Fee Simple 58 0.0100% Fee Simple 59 0.0700% Fee Simple 60 0.0100% Fee Simple 61 0.0100% Fee Simple 62 0.0100% Fee Simple 63 0.0100% Fee Simple 64 0.0100% Fee Simple 65 0.0100% Fee Simple 66 0.0100% 66.01 Fee Simple 66.02 Fee Simple 67 0.0700% Fee Simple 68 0.0100% Fee Simple 69 0.0100% Fee Simple 70 0.0100% Fee Simple 71 0.0100% Fee Simple 72 0.0100% Fee Simple 73 0.0100% Fee Simple 74 0.0100% Fee Simple 75 0.0100% Fee Simple 76 0.0100% Fee Simple 77 0.0100% Fee Simple 78 0.0100% Fee Simple 79 0.0100% Fee Simple 80 0.0100% Fee Simple 81 0.0700% Fee Simple 82 0.0100% Fee Simple 83 0.0100% Fee Simple 84 0.0600% Fee Simple 85 0.0100% Fee Simple 86 0.0700% Fee Simple 87 0.0700% Fee Simple 88 0.0600% Fee Simple 89 0.0100% Fee Simple 90 0.0600% Fee Simple 91 0.0100% Fee Simple 92 0.0100% Fee Simple 93 0.0100% Fee Simple 94 0.0800% Fee Simple 95 0.0100% Fee Simple 96 0.0100% Fee Simple 97 0.0100% Fee Simple 98 0.0100% Fee Simple 99 0.0100% Fee Simple 100 0.0100% Fee Simple 101 0.0100% Fee Simple 102 0.0100% Fee Simple 103 0.0100% Fee Simple 104 0.0100% Fee Simple 105 0.0100% Fee Simple 106 0.0100% Fee Simple 107 0.0600% Fee Simple 108 0.0100% Fee Simple 109 0.0100% Fee Simple 110 0.0100% Fee Simple 111 0.0100% Fee Simple 112 0.0100% Fee Simple 113 0.0100% Fee Simple 114 0.0100% Fee Simple 115 0.0100% Fee Simple 116 0.0100% Fee Simple 117 0.0100% Fee Simple 118 0.0100% Fee Simple 119 0.0800% Fee Simple 120 0.0100% Fee Simple 121 0.0100% Fee Simple 122 0.0600% Fee Simple 123 0.0100% Fee Simple 124 0.0100% Fee Simple 125 0.0100% Fee Simple / Leasehold 126 0.0100% Fee Simple 127 0.0100% 127.01 Fee Simple 127.02 Fee Simple 128 0.0100% Fee Simple 129 0.0100% Fee Simple 130 0.0800% Fee Simple 131 0.0600% Fee Simple 132 0.0100% Fee Simple 133 0.0100% Fee Simple 134 0.0100% Fee Simple 135 0.0100% Fee Simple 136 0.0100% Fee Simple 137 0.0100% Fee Simple 138 0.0100% Fee Simple 139 0.0100% Fee Simple 140 0.0100% Fee Simple 141 0.0100% Fee Simple 142 0.0100% Fee Simple 2-C 0.0100% 3-C 0.0100% 8-C 0.0100% 12-C 0.0100% 14-C 0.0300% 19-C 0.0100% 70-C 0.0000% GCCFC 05-GG3 Loan ID Mortgage Loan Seller Originator Prepayment Type 1 GSMC/Commerzbank Archon/Commerzbank Lockout/26_Defeasance/28_0%/7 2 GSMC/Commerzbank Archon Lockout/32_Defeasance/22_0%/5 3 GCFP GCFP Lockout/23_Defeasance/93_O%/4 4 GSMC Archon Lockout/26_>YM or 1% or Defeasance/53_0%/4 5 GSMC Archon Lockout/25_Defeasance/31_0%/4 6 GSMC/Commerzbank Archon/Commerzbank Lockout/25_Defeasance/28_0%/7 7 GSMC Archon Lockout/26_>YM or 2%/21_>YM or 1%/9_0%/4 8 GCFP GCFP Lockout/28_Defeasance/89_0%/3 9 GCFP GCFP Lockout/26_Defeasance/90_0%/4 10 GCFP GCFP Lockout/26_Defeasance/31_0%/3 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 11 GCFP GCFP Lockout/27_Defeasance/54_0%/3 12 GCFP GCFP Lockout/28_Defeasance/88_0%/4 13 GSMC Archon Lockout/24_Defeasance/92_0%/4 14 GCFP Morgan Stanley Lockout/26_Defeasance/90_0%/4 15 GCFP GCFP Lockout/26_Defeasance/90_0%/4 16 GCFP GCFP Lockout/28_Defeasance/89_0%/3 17 GCFP GCFP Lockout/27_Defeasance/53_0%/4 18 GCFP GCFP Lockout/25_Defeasance/90_O%/5 19 GCFP GCFP Lockout/30_Defeasance/51_0%/3 19.01 19.02 19.03 20 GSMC Archon Lockout/27_Defeasance/29_0%/4 21 GCFP GCFP Lockout/26_Defeasance/90_0%/4 22 GCFP GCFP Lockout/26_Defeasance/90_0%/4 23 GSMC Archon Lockout/28_Defeasance/88_0%/4 24 GCFP GCFP Lockout/25_Defeasance/55_0%/4 25 GSMC Archon Lockout/29_Defeasance/27_0%/4 26 GCFP GCFP Lockout/25_Defeasance/93_0%/2 27 GCFP GCFP Lockout/29_Defeasance/87_0%/4 28 GSMC Archon Lockout/30_Defeasance/185_0%/25 29 GCFP GCFP Lockout/27_Defeasance/53_0%/4 30 GSMC Archon Lockout/29_Defeasance/87_0%/4 31 GSMC Archon Lockout/28_Defeasance/88_0%/4 32 GCFP GCFP Lockout/26_Defeasance/91_0%/3 33 GCFP GCFP Lockout/32_Defeasance/84_0%/4 34 GCFP GCFP Lockout/26_Defeasance/91_0%/3 35 GCFP GCFP Lockout/26_Defeasance/90_0%/4 35.01 35.02 36 GCFP GCFP Lockout/31_Defeasance/49_0%/4 37 GCFP GCFP Lockout/26_Defeasance/91_0%/3 38 GCFP GCFP Lockout/25_Defeasance/31_0%/4 39 GCFP GCFP Lockout/26_Defeasance/91_0%/3 40 GCFP GCFP Lockout/26_Defeasance/90_0%/4 41 GCFP GCFP Lockout/28_Defeasance/88_0%/4 42 GSMC Archon Lockout/25_Defeasance/91_0%/4 43 GCFP GCFP Lockout/26_Defeasance/51_0%/7 44 GCFP GCFP Lockout/26_Defeasance/51_0%/7 45 GSMC Archon Lockout/24_Defeasance/92_0%/4 46 GCFP GCFP Lockout/29_Defeasance/87_0%/4 47 GSMC Archon Lockout/25_Defeasance/91_0%/4 47.01 47.02 47.03 48 GCFP GCFP Lockout/28_Defeasance/89_0%/3 49 GCFP GCFP Lockout/24_Defeasance/92_0%/4 50 GCFP GCFP Lockout/29_Defeasance/27_0%/4 51 GCFP GCFP Lockout/27_Defeasance/89_0%/4 52 GCFP GCFP Lockout/26_Defeasance/91_0%/3 52.01 52.02 53 GCFP GCFP Lockout/29_Defeasance/51_0%/4 54 GCFP GCFP Lockout/29_Defeasance/63_0%/4 55 GSMC Archon Lockout/28_Defeasance/88_0%/4 56 GSMC Archon Lockout/27_Defeasance/52_0%/5 57 GCFP GCFP Lockout/28_Defeasance/88_0%/4 58 GCFP GCFP Lockout/27_Defeasance/86_0%/7 59 GSMC Archon Lockout/28_Defeasance/88_0%/4 60 GSMC Archon Lockout/27_Defeasance/89_0%/4 61 GSMC Archon Lockout/28_Defeasance/28_0%/4 62 GSMC Archon Lockout/27_Defeasance/89_0%/4 63 GSMC Archon Lockout/25_Defeasance/91_0%/4 64 GSMC Archon Lockout/26_Defeasance/90_0%/4 65 GCFP GCFP Lockout/25_Defeasance/91_0%/4 66 GCFP GCFP Lockout/31_Defeasance/25_0%/4 66.01 66.02 67 GSMC Archon Lockout/25_Defeasance/91_0%/4 68 GCFP GCFP Lockout/27_Defeasance/54_0%/3 69 GCFP GCFP Lockout/27_Defeasance/89_0%/4 70 GSMC Archon Lockout/30_Defeasance/86_0%/4 71 GSMC Archon Lockout/25_Defeasance/31_0%/4 72 GCFP GCFP Lockout/25_Defeasance/91_0%/4 73 GCFP GCFP Lockout/25_Defeasance/91_0%/4 74 GSMC Archon Lockout/31_Defeasance/85_0%/4 75 GCFP GCFP Lockout/29_Defeasance/51_0%/4 76 GSMC Archon Lockout/27_>YM or 1%/89_0%/4 77 GSMC Archon Lockout/29_Defeasance/27_0%/4 78 GSMC Archon Lockout/29_>YM or 1% or Defeasance/63_0%/4 79 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 80 GSMC Archon Lockout/25_Defeasance/91_0%/4 81 GSMC Archon Lockout/29_Defeasance/87_0%/4 82 GCFP GCFP Lockout/25_Defeasance/91_0%/4 83 GSMC Archon Lockout/27_Defeasance/29_0%/4 84 GSMC Archon Lockout/25_Defeasance/91_0%/4 85 GSMC Archon Lockout/30_Defeasance/26_0%/4 86 GSMC Archon Lockout/26_Defeasance/90_0%/4 87 GSMC Archon Lockout/25_Defeasance/91_0%/4 88 GSMC Archon Lockout/26_Defeasance/90_0%/4 89 GCFP GCFP Lockout/25_Defeasance/91_0%/4 90 GSMC Archon Lockout/32_Defeasance/84_0%/4 91 GCFP GCFP Lockout/26_Defeasance/54_0%/4 92 GCFP GCFP Lockout/58_> YM or 1%/58_0%/4 93 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 94 GSMC Archon Lockout/28_Defeasance/88_0%/4 95 GSMC Archon Lockout/25_Defeasance/91_0%/4 96 GCFP GCFP Lockout/29_Defeasance/51_0%/4 97 GSMC Archon Lockout/27_>YM or 1%/89_0%/4 98 GSMC Archon Lockout/29_Defeasance/51_0%/4 99 GCFP GCFP Lockout/30_Defeasance/86_0%/4 100 GCFP GCFP Lockout/41_YM+1%/75_0%/4 101 GSMC Archon Lockout/26_Defeasance/30_0%/4 102 GSMC Archon Lockout/29_Defeasance/27_0%/4 103 GSMC Archon Lockout/27_Defeasance/149_0%/4 104 GSMC Archon Lockout/26_Defeasance/90_0%/4 105 GSMC Archon Lockout/25_Defeasance/91_0%/4 106 GCFP GCFP Lockout/28_Defeasance/88_0%/4 107 GSMC Archon Lockout/26_Defeasance/90_0%/4 108 GCFP GCFP Lockout/26_Defeasance/90_0%/4 109 GSMC Archon Lockout/25_Defeasance/91_0%/4 110 GSMC Archon Lockout/30_Defeasance/86_0%/4 111 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 112 GCFP GCFP Lockout/29_Defeasance/87_0%/4 113 GSMC Archon Lockout/29_Defeasance/87_0%/4 114 GSMC Archon Lockout/25_Defeasance/91_0%/4 115 GCFP GCFP Lockout/27_Defeasance/89_0%/4 116 GSMC Archon Lockout/25_Defeasance/91_0%/4 117 GCFP GCFP Lockout/27_Defeasance/89_0%/4 118 GCFP GCFP Lockout/31_Defeasance/25_0%/4 119 GSMC Archon Lockout/29_Defeasance/27_0%/4 120 GSMC Archon Lockout/29_Defeasance/87_0%/4 121 GCFP GCFP Lockout/28_Defeasance/88_0%/4 122 GSMC Archon Lockout/26_Defeasance/90_0%/4 123 GSMC Archon Lockout/29_Defeasance/27_0%/4 124 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 125 GSMC Archon Lockout/27_Defeasance/89_0%/4 126 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 127 GCFP GCFP Lockout/25_Defeasance/92_0%/3 127.01 127.02 128 GSMC Archon Lockout/30_Defeasance/86_0%/4 129 GSMC Archon Lockout/29_>YM or 1%/147_0%/4 130 GCFP GCFP Lockout/29_Defeasance/87_0%/4 131 GSMC Archon Lockout/29_Defeasance/87_0%/4 132 GSMC Archon Lockout/27_Defeasance/89_0%/4 133 GCFP GCFP Lockout/29_Defeasance/87_0%/4 134 GSMC Archon Lockout/26_Defeasance/90_0%/4 135 GCFP GCFP Lockout/26_Defeasance/90_0%/4 136 GCFP GCFP Lockout/28_Defeasance/89_0%/3 137 GCFP GCFP Lockout/29_Defeasance/86_0%/5 138 GCFP GCFP Lockout/29_Defeasance/87_0%/4 139 GSMC Archon Lockout/28_Defeasance/88_0%/4 140 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 141 GCFP GCFP Lockout/28_Defeasance/89_0%/3 142 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 2-C 3-C 8-C 12-C 14-C 19-C 70-C GCCFC 05-GG3 Loan ID Crossed With Other Loans (Crossed Group) 1 NAP 2 NAP 3 NAP 4 NAP 5 NAP 6 NAP 7 NAP 8 NAP 9 NAP 10 NAP 10.01 NAP 10.02 NAP 10.03 NAP 10.04 NAP 10.05 NAP 10.06 NAP 10.07 NAP 10.08 NAP 10.09 NAP 11 NAP 12 NAP 13 NAP 14 NAP 15 NAP 16 NAP 17 NAP 18 NAP 19 NAP 19.01 NAP 19.02 NAP 19.03 NAP 20 NAP 21 NAP 22 NAP 23 NAP 24 NAP 25 NAP 26 NAP 27 NAP 28 NAP 29 NAP 30 NAP 31 NAP 32 NAP 33 NAP 34 NAP 35 NAP 35.01 NAP 35.02 NAP 36 NAP 37 NAP 38 NAP 39 NAP 40 NAP 41 NAP 42 NAP 43 NAP 44 NAP 45 NAP 46 NAP 47 NAP 47.01 NAP 47.02 NAP 47.03 NAP 48 NAP 49 NAP 50 NAP 51 NAP 52 NAP 52.01 NAP 52.02 NAP 53 NAP 54 NAP 55 NAP 56 NAP 57 NAP 58 NAP 59 NAP 60 NAP 61 NAP 62 NAP 63 NAP 64 NAP 65 NAP 66 NAP 66.01 NAP 66.02 NAP 67 NAP 68 NAP 69 NAP 70 NAP 71 NAP 72 NAP 73 NAP 74 NAP 75 NAP 76 NAP 77 NAP 78 NAP 79 NAP 80 NAP 81 NAP 82 NAP 83 NAP 84 NAP 85 NAP 86 NAP 87 NAP 88 NAP 89 NAP 90 NAP 91 NAP 92 NAP 93 NAP 94 NAP 95 NAP 96 NAP 97 NAP 98 NAP 99 NAP 100 NAP 101 NAP 102 NAP 103 NAP 104 NAP 105 NAP 106 NAP 107 NAP 108 NAP 109 NAP 110 NAP 111 NAP 112 NAP 113 NAP 114 NAP 115 NAP 116 NAP 117 NAP 118 NAP 119 NAP 120 NAP 121 NAP 122 NAP 123 NAP 124 NAP 125 NAP 126 NAP 127 NAP 127.01 NAP 127.02 NAP 128 NAP 129 NAP 130 NAP 131 NAP 132 NAP 133 NAP 134 NAP 135 NAP 136 NAP 137 NAP 138 NAP 139 NAP 140 NAP 141 NAP 142 NAP 2-C 3-C 8-C 12-C 14-C 19-C 70-C
GCCFC 05-GG3 Loan ID Control_Number Loan ID Loan Name 1 00-1001130 00-1001130 North Star Mall 2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian 3 04-0773 04-0773 1440 Broadway 4 00-1001129 00-1001129 The Crescent 5 00-1001131 00-1001131 498 Seventh Avenue 6 00-1001132 00-1001132 Mall St. Matthews 7 09-0002005 09-0002005 Westin Kierland 8 04-0662 04-0662 Shops at Wailea 9 04-0975 04-0975 Waikiki Galleria 10 04-1136 04-1136 Place Properties Portfolio 10.01 04-1136 04-1136 Clayton Place 10.02 04-1136 04-1136 River Place 10.03 04-1136 04-1136 Jacksonville Place 10.04 04-1136 04-1136 Troy Place 10.05 04-1136 04-1136 Martin Place 10.06 04-1136 04-1136 Cape Place 10.07 04-1136 04-1136 Clemson Place 10.08 04-1136 04-1136 Macon Place 10.09 04-1136 04-1136 Murray Place 11 04-1007 04-1007 1700 Market Street 12 04-0140 04-0140 2040 Main Street 13 00-1001133 00-1001133 Doral Arrowwood Hotel 14 04-1247 04-1247 1370 Avenue of the Americas 15 04-1228 04-1228 One South Street 16 04-0744 04-0744 South Park Mall 17 04-0449 04-0449 Village at Orange 18 04-0826 04-0826 Mayfaire Town Center 19 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio 19.01 04-0829 04-0829 Park Tower 19.02 04-0829 04-0829 801 Civic Center Drive 19.03 04-0829 04-0829 Transit Tower 20 09-0001999 09-0001999 Atlanta Decorative Arts Center 21 04-1347 04-1347 Hilton Nashville Downtown 22 04-1143 04-1143 3100 Thornton 23 09-0001980 09-0001980 Lake Arrowhead Village 24 04-1435 04-1435 Olathe Station 25 09-0001968 09-0001968 One Financial Plaza 26 04-0917 04-0917 Executive Campus 27 04-0551 04-0551 1341 G Street 28 09-0001954 09-0001954 FAA Building 29 04-1086 04-1086 Hyatt Regency Albuquerque 30 09-0001950 09-0001950 Groton Estates 31 09-0001974 09-0001974 Champions of the West Tower 32 04-1059 04-1059 Irvine Technology Center-I 33 04-0276 04-0276 2470 Highcrest Road 34 04-1229 04-1229 Lee Farm Corporate Center 35 04-1085 04-1085 Mills Pointe/Arapahoe Village Portfolio 35.01 04-1085 04-1085 Mills Pointe 35.02 04-1085 04-1085 Arapaho Village 36 03-0873 03-0873 St Louis Place 37 04-1158 04-1158 Portofino Plaza 38 04-0904 04-0904 500 East 84th Avenue 39 04-1157 04-1157 Piazza Del Sol 40 04-0787 04-0787 Hotel Burnham 41 04-0862 04-0862 Magnolia Village 42 09-0002018 09-0002018 1355 Beverly Road 43 04-0948 04-0948 Capitol Center 44 04-0809 04-0809 Seattle Tower 45 09-0002020 09-0002020 Marketplace at Kapolei 46 04-0945 04-0945 New Loudon Center 47 09-0002006 09-0002006 H.H. Gregg Retail Portfolio 47.01 09-0002006C 09-0002006C Clarksville Commons 47.02 09-0002006B 09-0002006B East Washington Street 47.03 09-0002006A 09-0002006A U.S. 31 South 48 04-0522 04-0522 North Mountain Village Apartments 49 04-1290 04-1290 Prospect Place Office 50 04-0889 04-0889 Radisson Metrodome 51 04-0778 04-0778 Waynechester Plaza 52 04-0747 04-0747 Dack Portfolio 52.01 04-0747 04-0747 Energy Park I & II 52.02 04-0747 04-0747 Maryland Way 53 04-0731 04-0731 711 Atlantic Avenue 54 04-0857 04-0857 The Plaza at Encinitas Ranch 55 09-0001973 09-0001973 University Plaza 56 09-0001985 09-0001985 Wells Fargo Building 57 04-0794 04-0794 Fremont Moreno Center 58 04-0311 04-0311 Pleasant Valley 59 09-0001951 09-0001951 25 Melville Road 60 09-0001981 09-0001981 Village Shopping Center 61 09-0001953 09-0001953 Casas Adobes Plaza 62 09-0001991 09-0001991 Shoppes at Letson Farms 63 09-0002002 09-0002002 Bloomfield Park Gateway Center 64 09-0002012 09-0002012 Hollidaysburg Manor Apts 65 04-1205 04-1205 Northfield Commons 66 04-0282 04-0282 Fairfield Office Portfolio 66.01 04-0282 04-0282 777 Commerce Drive 66.02 04-0282 04-0282 1375 Kings Highway East 67 09-0001960 09-0001960 Prairie Glen Medical Office Buildings B and C 68 04-1073 04-1073 1420 Harbor Bay Parkway 69 04-0970 04-0970 Hampton Inn Camarillo 70 09-0001944 09-0001944 Toringdon II 71 09-0001912 09-0001912 Health Park 72 04-0928 04-0928 Pasadena Collection 73 04-1255 04-1255 Towneplace Suites by Marriott, San Jose 74 09-0002003 09-0002003 Sunset Plaza 75 04-0648 04-0648 Eastwind Shopping Center 76 09-0001992 09-0001992 Centra Point I 77 09-0001915 09-0001915 Intracorp Building 78 09-0001914 09-0001914 Walden Park 79 04-1142 04-1142 Quail Vista 80 09-0002013 09-0002013 Westwood Plaza 81 09-0001956 09-0001956 Northdale Plaza 82 04-1282 04-1282 Polaris Retail Center 83 09-0002004 09-0002004 Robert Morris Building 84 09-0001936 09-0001936 The Highlands of East Ellijay 85 09-0001947 09-0001947 Fleetwood Office Park 86 09-0001977 09-0001977 Bayshore Center 87 09-0001959 09-0001959 Prairie Glen Medical Office Building A 88 09-0001997 09-0001997 Highlands Shopping Center 89 04-1234 04-1234 Eagle Mountain Shopping Center 90 09-0001922 09-0001922 Rivers Bend East 91 04-0730 04-0730 6312 Nagle Avenue 92 04-1263 04-1263 Laguna Plaza 93 04-0937 04-0937 Pacific Pointe 94 09-0001988 09-0001988 5000 Blazer Memorial Parkway 95 09-0002008 09-0002008 Tracy Plaza Four 96 04-0029 04-0029 Sopra Centre 97 09-0001993 09-0001993 Centra Point V 98 09-0001969 09-0001969 Harbor Medical Office 99 04-0776 04-0776 Corporate Exchange Center 100 04-0982 04-0982 100 Bank Street 101 09-0002011 09-0002011 Ruffin Road Industrial 102 09-0001957 09-0001957 6801 Building 103 09-0001987 09-0001987 9480 Warner Ave 104 09-0001998 09-0001998 Pell City Shopping Center 105 09-0002007 09-0002007 Trinity Corporate Park 106 04-1043 04-1043 Smart & Final Center 107 09-0001996 09-0001996 Milestone Shopping Center 108 04-1185 04-1185 Peachtree City Marketplace 109 09-0002019 09-0002019 Palmer Park Shopping Center 110 09-0001942 09-0001942 Bond Street Office 111 04-0738 04-0738 Quail Corners South 112 04-0997 04-0997 Rockwest I 113 09-0001952 09-0001952 Westpoint Industrial 114 09-0002009 09-0002009 Wednesbury Medical Office 115 04-1140 04-1140 Parkway Commons Office Building 116 09-0002024 09-0002024 Southpointe Plaza 117 04-0944 04-0944 Vestridge Commons 118 03-0617 03-0617 Eastgate Center 119 09-0001976 09-0001976 Grove Medical Center 120 09-0001971 09-0001971 Mountain View Plaza 121 03-0655 03-0655 Northpark One 122 09-0001995 09-0001995 Smoky Hill Shopping Center 123 09-0001958 09-0001958 5700 Building 124 04-1135 04-1135 Walgreens Pleasant Hill 125 09-0001975 09-0001975 Hartland Village Shopping Center 126 04-0737 04-0737 Quail Corners South - Phase III 127 04-1265 04-1265 Arbo Portfolio 127.01 04-1265 04-1265 440 West 5th Street 127.02 04-1265 04-1265 1254 East 1st Street 128 09-0001948 09-0001948 Montgomery Crossing SC 129 09-0001972 09-0001972 Safeway Store - Pueblo West 130 04-0620 04-0620 Wood River Mini Storage 131 09-0001970 09-0001970 Lowe's Plaza Shopping Center 132 09-0001989 09-0001989 Village at Ontario Center 133 04-0733 04-0733 Plaza El Portal 134 09-0002014 09-0002014 Anderson Crossing Shopping Center 135 04-1078 04-1078 Clearview Parkway Shopping Center 136 04-1115 04-1115 Brookside Building 137 04-0906 04-0906 826 South Hobart Boulevard 138 04-0816 04-0816 CVS, Lancaster 139 09-0001979 09-0001979 Prairie Towne Square Apartments 140 04-0740 04-0740 Quail Court 141 04-0909 04-0909 12407 Sowden Road 142 04-0736 04-0736 689 Sierra Rose Drive GCCFC 05-GG3 Loan ID Borrower Name 1 NS Mall Property LP 2 Grand Canal Shops II, LLC 3 1440 Partners, LLC 4 Crescent TC Investors, L.P. 5 498 Seventh, LLC 6 MSM Property L.L.C. 7 The Kierland Resort Company, LLC 8 The Shops at Wailea, LP 9 Waikiki Galleria Tower, LP; GPF Waikiki Galleria, LLC; Waikiki Galleria Tower Manager, LLC 10 Cape Place (DE), LLC; Clemson Place (DE), LLC; Jacksonville Place (DE), LLC; Macon Place (DE), LLC; Martin Place (DE), LLC; Murray Place (DE), LLC; River Place (DE), LLC; Clayton Place (DE), LLC; Troy Place (DE), LLC 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 11 PA-Market Street Limited Partnership 12 2040 Main, LLC 13 DCCA, LLC 14 NorLand 1370, LLC; 1370 Campus, LLC; Interstate 1370, LLC; Interbroad 1370, LLC; Intervine 1370, LLC; 1370 Operating Lessee, LLC 15 Commerce Place Associates, LLC 16 SP San Antonio Partnership, L.P. 17 Passco TVO-S, LLC; Passco TVO-H, LLC; Passco Diversified Fund II TVO, LLC; Various Non-Passco TICs 18 Mayfaire Retail, LLC 19 Birtcher Anderson Investors, LLC 19.01 19.02 19.03 20 ADAC, L.P. 21 Nashville Downtown Hotel, LLC 22 3100 Partners, LLC 23 Lake Arrowhead Village LLC, Lake Arrowhead Investors LLC, Lake Arrowhead L&S LLC, Lake Arrowhead Laguna LLC and Lake Arrowhead Scardigli LLC 24 25 NNN One Financial Plaza 1, LLC, NNN One Financial Plaza 2, LLC, NNN One Financial Plaza 3, LLC and GREIT - One Financial Plaza, LLC 26 NJ Fee Owner LLC 27 Behringer Harvard Colorado Building H, LLC; TIC Colorado Building 2, LLC; TIC Colorado Building 3, LLC; TIC Colorado Building 4, LLC; TIC Colorado Building 5, LLC; TIC Colorado Building 6, LLC; TIC Colorado Building 7, LLC; TIC Colorado Building 8, LLC; TIC Colorado Building 10, LLC 28 O'Hare Lake 2300-A, LLC 29 GEM Lobos, LLC 30 Groton Estates, LLC 31 Moreno Valley Investors I, LLC, Moreno Valley Investors II, LLC and El Camino Tower II, LLC 32 Irvine Technology Operating Company I LLC 33 Stonewater UIS Funding, LLC 34 Danbury Prime Property LLC 35 Mills Dunhill Holdings Ltd.; Arapaho Dunhill Holdings, Ltd. 35.01 35.02 36 Behringer Harvard St. Louis Place H, LLC; Behringer Harvard St. Louis Place S, LLC; TIC St. Louis Place 1, LLC; TIC St. Louis Place 2, LLC; TIC St. Louis Place 3, LLC; TIC St. Louis Place 4, LLC; TIC St. Louis Place 5, LLC; TIC St. Louis Place 6, LLC; TIC St. Louis Place 7, LLC; TIC St. Louis Place 8, LLC; TIC St. Louis Place 9, LLC; TIC St. Louis Place 10, LLC; TIC St. Louis Place 12; TIC St. Louis Place 13, LLC; TIC St. Louis Place 14, LLC 37 Mani Brothers Portofino Plaza, LLC 38 ARI - North Valley Tech Center, LLC and up to 34 additional Tenant In Common Borrowers 39 Mani Brothers Piazza del Sol, LLC 40 Canal Street Hotel, LLC 41 Magnolia Village LLC 42 Beverly Road LLC 43 919 Congress Avenue LLC 44 Seattle Landmark LLC 45 Kapolei Marketplace LLC and Kapolei-57, LLC 46 Acadia New Loudon, LLC 47 LaPlace Indiana, LLC 47.01 47.02 47.03 48 YF Partners North Mountain LLC 49 3111 S. Dixie Highway, LLC 50 University Inn Property, LLC 51 Waynechester Plaza, LLC 52 Lin-Don Realty Associates, L.P. (EP); Mari Don Realty, LTD. 52.01 52.02 53 Lexham Atlantic, LLC 54 Encinitas Plaza, LLC 55 University Drive Properties, LLC 56 Christiana Investments, LLC 57 Fremont Moreno - Third Street L.P. 58 Pleasant Valley Realty Limited Partnership 59 25 MPR, LLC 60 Village Realty, LLC 61 Casas Adobes Plaza II, LLC and Casas Adobes Ventures II, LLC 62 Letson Farms Associates, LLC 63 2055 Associates, L.L.C. 64 Hollidaysburg Associates, L.P. 65 Northfield Commons Associates, L.L.C 66 14 Mamaroneck Avenue Reinvestment Associates, LLC; 1375 Kings Highway / 777 Commerce Drive, LLC 66.01 66.02 67 auG FIVE, L.P. 68 Brookwood Harbor Bay Investors, LLC 69 Ocean Park Hotels - LLO, LLC 70 Lichtin/Toringdon II, LLC 71 Ten Docs, LLC 72 South Lake Retail Investments, Ltd. 73 440 Saratoga Partners LP 74 Mandan Investment Group, LLC 75 Eastwind Center 1; Eastwind Center 2; Eastwind Center 3; Eastwind Center 4; Eastwind Center 5; Eastwind Center 6; Eastwind Center 7; Eastwind Center 8; Eastwind Center 9; Eastwind Center 10; Eastwind Center 11; Eastwind Center 12; Eastwind Center 13; Passco 76 Centra Point 8363 LLC 77 Fox Beardslee Cove, L.L.C. 78 CPRE-1 End Lakeline, L.P. 79 Quail Vista, LLC 80 Greenwood (Westwood) WMA, LLC 81 Northdale Plaza LLC 82 Polaris Circuit City, LLC 83 1701 Partners, L.P. 84 Highland Crossing Partners, LLC 85 Building B, L.L.C. and Building D, LLC 86 Bayshore Center, LLC 87 auG FIVE-A, L.P. 88 Highlands Shopping Center LLC 89 Eagle Mountain Village, LLC 90 River's Bend East Office Group & Technology Center I, L.L.C. 91 Devon-Nagle, LLC 92 Laguna Plaza 1 LLC 93 Scion Investments Limited Partnership 94 Dublin Techmart, LLC and Techmart Venture, LLC 95 Plaza Four General Partnership 96 Sun Atlantic Properties, LLC 97 Centra Point 8395 LLC 98 Harbor Medical Partners, LLC 99 CP Oakley, LLC 100 Burlington Seven Associates Limited Partnership 101 3949 & 3959 Ruffin Road, LLC and Buie-San Jacinto, LLC 102 David Associates II, L.L.P. 103 R & R Management, LLC 104 MAP Pell City, LLC 105 Friendly Associates XIX LLLP 106 Topaz-Thunderbird, LLC 107 Milestone Shopping Center, LLC 108 Turtlecreek Peachtree City, LLC 109 SC (Palmer Park) Limited Partnership 110 Bond Street Properties, LLC 111 Quail Corners South, LLC 112 Rock West Investments I, LLC 113 Westpoint Industrial, Ltd. 114 Southwest Medical Plaza, Ltd. 115 Memorial/Hefner Parkway, L.L.C. 116 Augusta (Southpointe) WMA, LLC 117 Vestridge Commons Shopping Center, LLC 118 HD Eastgate, LLC 119 Northwest Office Limited Partnership 120 Martinsville (Mountainview) WMA, LLC 121 NP Office I, LLC 122 Fourth Smoky Venture LLC 123 David Associates V, L.L.C. 124 RKL Properties, LLC 125 JAH Hartland, LLC 126 Quail Corners South - Phase III, LLC 127 C-Breeze Properties, LLC 127.01 127.02 128 Montgomery Crossing Associates, LLC 129 Kuna Enterprises 1, L.P. 130 WGW Investment Co. LLC 131 South Boston (South Boston) WMA, LLC 132 Village at Ontario Center, LLC 133 Cardoso Properties Inc. 134 JAH Lawrenceburg LLC 135 Seals Development-Clearview, LLC 136 KAE, Inc. 137 The Enchanted, LLC 138 TEX-CVS-DE-04, LLC 139 Prarie Towne Square, LLC 140 Quail Court, LLC 141 Sowden Jetsons in Houston, LLC 142 689 Sierra Rose, LLC GCCFC 05-GG3 General Property Loan ID Property Name Type Detailed Property Type Size 1 North Star Mall Retail Regional Mall 493,706 2 Grand Canal Shoppes at the Venetian Retail Regional Mall 536,890 3 1440 Broadway Office General Urban 741915 4 The Crescent Office General Urban 1,299,522 5 498 Seventh Avenue Office General Urban 876,704 6 Mall St. Matthews Retail Regional Mall 700,908 7 Westin Kierland Hospitality Full Service 732 8 Shops at Wailea Retail Regional Mall 164425 9 Waikiki Galleria Office General Urban 160522 10 Place Properties Portfolio 1073 10.01 Clayton Place Multifamily Student Housing 221 10.02 River Place Multifamily Student Housing 132 10.03 Jacksonville Place Multifamily Student Housing 132 10.04 Troy Place Multifamily Student Housing 108 10.05 Martin Place Multifamily Student Housing 96 10.06 Cape Place Multifamily Student Housing 96 10.07 Clemson Place Multifamily Student Housing 96 10.08 Macon Place Multifamily Student Housing 84 10.09 Murray Place Multifamily Student Housing 108 11 1700 Market Street Office General Urban 843304 12 2040 Main Street Office General Suburban 324955 13 Doral Arrowwood Hotel Hospitality Full Service 374 14 1370 Avenue of the Americas Office General Urban 332955 15 One South Street Office General Urban 477771 16 South Park Mall Retail Regional Mall 669462 17 Village at Orange Retail Regional Mall 299933 18 Mayfaire Town Center Retail Regional Mall 394018 19 Birtcher/Charlesbank Office Portfolio 384291 19.01 Park Tower Office General Urban 147892 19.02 801 Civic Center Drive Office General Urban 124498 19.03 Transit Tower Office General Urban 111901 20 Atlanta Decorative Arts Center Office General Urban 427,351 21 Hilton Nashville Downtown Hospitality Full Service 330 22 3100 Thornton Office General Suburban 230800 23 Lake Arrowhead Village Retail Anchored 233,532 24 Olathe Station Retail Anchored 299224 25 One Financial Plaza Office General Urban 434,136 26 Executive Campus Office General Suburban 439190 27 1341 G Street Office General Urban 127600 28 FAA Building Office General Suburban 244,788 29 Hyatt Regency Albuquerque Hospitality Full Service 395 30 Groton Estates Multifamily Garden 342 31 Champions of the West Tower Office General Suburban 75,885 32 Irvine Technology Center-I Office R & D 138222 33 2470 Highcrest Road Office General Suburban 359540 34 Lee Farm Corporate Center Office General Suburban 215000 35 Mills Pointe/Arapahoe Village Portfolio 229219 35.01 Mills Pointe Retail Anchored 126186 35.02 Arapaho Village Retail Anchored 103033 36 St Louis Place Office General Urban 337088 37 Portofino Plaza Office General Suburban 47639 38 500 East 84th Avenue Office General Suburban 477225 39 Piazza Del Sol Office General Urban 41341 40 Hotel Burnham Hospitality Full Service 122 41 Magnolia Village Office General Urban 71460 42 1355 Beverly Road Office General Suburban 70,123 43 Capitol Center Office General Urban 164044 44 Seattle Tower Office General Urban 159039 45 Marketplace at Kapolei Retail Shadow Anchored 64,076 46 New Loudon Center Retail Anchored 255267 47 H.H. Gregg Retail Portfolio 208,412 47.01 Clarksville Commons Retail Anchored 108,739 47.02 East Washington Street Retail Anchored 57,673 47.03 U.S. 31 South Retail Anchored 42,000 48 North Mountain Village Apartments Multifamily Garden 568 49 Prospect Place Office Office General Suburban 160062 50 Radisson Metrodome Hospitality Full Service 304 51 Waynechester Plaza Retail Anchored 56000 52 Dack Portfolio 133863 52.01 Energy Park I & II Office General Suburban 92997 52.02 Maryland Way Office General Suburban 40866 53 711 Atlantic Avenue Office General Urban 83307 54 The Plaza at Encinitas Ranch Retail Shadow Anchored 37406 55 University Plaza Retail Anchored 109,905 56 Wells Fargo Building Office General Urban 116,514 57 Fremont Moreno Center Retail Unanchored 14400 58 Pleasant Valley Office General Suburban 116579 59 25 Melville Road Office General Suburban 96,244 60 Village Shopping Center Retail Anchored 199,450 61 Casas Adobes Plaza Retail Anchored 71,478 62 Shoppes at Letson Farms Retail Anchored 95,092 63 Bloomfield Park Gateway Center Retail Anchored 65,385 64 Hollidaysburg Manor Apts Multifamily Garden 194 65 Northfield Commons Retail Anchored 79512 66 Fairfield Office Portfolio 88763 66.01 777 Commerce Drive Office General Suburban 59560 66.02 1375 Kings Highway East Office General Suburban 29203 67 Prairie Glen Medical Office Buildings B and C Office Medical 44,200 68 1420 Harbor Bay Parkway Office General Suburban 120577 69 Hampton Inn Camarillo Hospitality Limited Service 115 70 Toringdon II Office General Suburban 71,813 71 Health Park Office Medical 52,398 72 Pasadena Collection Retail Unanchored 21001 73 Towneplace Suites by Marriott, San Jose Hospitality Limited Service 101 74 Sunset Plaza Retail Shadow Anchored 34,300 75 Eastwind Shopping Center Retail Anchored 45240 76 Centra Point I Office General Suburban 56,161 77 Intracorp Building Office General Urban 69,706 78 Walden Park Retail Shadow Anchored 57,639 79 Quail Vista Industrial Warehouse 107371 80 Westwood Plaza Retail Shadow Anchored 83,200 81 Northdale Plaza Office General Suburban 95,584 82 Polaris Retail Center Retail Anchored 40592 83 Robert Morris Building Office General Urban 106,304 84 The Highlands of East Ellijay Retail Anchored 83,300 85 Fleetwood Office Park Office General Suburban 68,624 86 Bayshore Center Office General Urban 79,238 87 Prairie Glen Medical Office Building A Office Medical 30,000 88 Highlands Shopping Center Retail Shadow Anchored 28,179 89 Eagle Mountain Shopping Center Retail Anchored 28452 90 Rivers Bend East Office General Suburban 127,500 91 6312 Nagle Avenue Retail Shadow Anchored 29762 92 Laguna Plaza Retail Unanchored 25877 93 Pacific Pointe Office General Urban 21516 94 5000 Blazer Memorial Parkway Office General Suburban 124,929 95 Tracy Plaza Four Retail Anchored 38,555 96 Sopra Centre Office General Urban 40055 97 Centra Point V Office General Suburban 38,654 98 Harbor Medical Office Office General Suburban 30,786 99 Corporate Exchange Center Office General Suburban 125490 100 100 Bank Street Office General Urban 68994 101 Ruffin Road Industrial Industrial Industrial 45,842 102 6801 Building Office General Suburban 56,989 103 9480 Warner Ave Retail Anchored 50,722 104 Pell City Shopping Center Retail Shadow Anchored 46,375 105 Trinity Corporate Park Office General Urban 61,648 106 Smart & Final Center Retail Anchored 25725 107 Milestone Shopping Center Retail Shadow Anchored 22,270 108 Peachtree City Marketplace Retail Anchored 36460 109 Palmer Park Shopping Center Retail Shadow Anchored 23,208 110 Bond Street Office Office General Suburban 44,790 111 Quail Corners South Office General Suburban 31421 112 Rockwest I Retail Unanchored 34135 113 Westpoint Industrial Industrial Warehouse 65,674 114 Wednesbury Medical Office Office Medical 78,408 115 Parkway Commons Office Building Office General Suburban 41598 116 Southpointe Plaza Retail Shadow Anchored 35,097 117 Vestridge Commons Retail Unanchored 29900 118 Eastgate Center Retail Anchored 52575 119 Grove Medical Center Office Medical 25,544 120 Mountain View Plaza Retail Shadow Anchored 34,000 121 Northpark One Office General Suburban 32310 122 Smoky Hill Shopping Center Retail Shadow Anchored 17,500 123 5700 Building Office General Suburban 51,331 124 Walgreens Pleasant Hill Retail Single Tenant 14955 125 Hartland Village Shopping Center Retail Shadow Anchored 38,450 126 Quail Corners South - Phase III Office General Suburban 20403 127 Arbo Portfolio 34 127.01 440 West 5th Street Multifamily Garden 21 127.02 1254 East 1st Street Multifamily Garden 13 128 Montgomery Crossing SC Retail Shadow Anchored 25,840 129 Safeway Store - Pueblo West Retail Anchored 56,280 130 Wood River Mini Storage Self-Storage General, units only 487 131 Lowe's Plaza Shopping Center Retail Shadow Anchored 26,200 132 Village at Ontario Center Retail Shadow Anchored 8,371 133 Plaza El Portal Retail Unanchored 18715 134 Anderson Crossing Shopping Center Retail Shadow Anchored 24,712 135 Clearview Parkway Shopping Center Retail Unanchored 12800 136 Brookside Building Office General Suburban 14513 137 826 South Hobart Boulevard Multifamily Conventional 40 138 CVS, Lancaster Retail Single Tenant 10908 139 Prairie Towne Square Apartments Multifamily Conventional 25 140 Quail Court Office General Suburban 9672 141 12407 Sowden Road Industrial Warehouse 35942 142 689 Sierra Rose Drive Office General Suburban 7844 GCCFC 05-GG3 Loan ID Units Address 1 sf 7400 San Pedro Avenue 2 sf 3355 Las Vegas Boulevard South 3 sf 1440 Broadway 4 sf 100-300 and 500 Crescent Court 5 sf 498 Seventh Avenue 6 sf 5000 Shelbyville Road 7 Rooms 6902 East Greenway Parkway 8 sf 3750 Wailea Alanui Drive 9 sf 2222 and 2224 Kalakaua Avenue 10 Units 10.01 Units 5809 North Lake Drive 10.02 Units 915 Lovvorn Road 10.03 Units 331 Nisbet Street NW 10.04 Units 100 Gibbs Street 10.05 Units 237 West Peach Street 10.06 Units 1710 North Sprigg Street 10.07 Units 133 Clemson Place Circle 10.08 Units 5091 Ivey Drive 10.09 Units 1700 Lowes Drive 11 sf 1700 Market Street 12 sf 2040 Main Street 13 Rooms 975 Anderson Hill Road 14 sf 1370 Avenue of the Americas 15 sf One South Street 16 sf 2310 SW Military Parkway 17 sf 1500 East Village Way 18 sf Military Cutoff Road 19 sf 19.01 sf 200 Santa Ana Boulevard 19.02 sf 801 Civic Center Drive 19.03 sf 405 West 5th Street 20 sf 349-351 Peachtree Hills Avenue 21 Rooms 121 Fourth Avenue South 22 sf 3100 Thornton 23 sf 28200 Highway 189 24 sf 15345 West 119th Street (P1); 12075 South Strang Line Road (P2) 25 sf 501 North Broadway 26 sf 3 Executive Campus 27 sf 1341 G Street 28 sf 2300 East Devon Road 29 Rooms 330 Tijeras Avenue, NW 30 Units 260 Shennecossett Rd 31 sf 12264 El Camino Real 32 sf 18871 Teller Avenue, 18872 & 18902 Bardeen Avenue, and 2525 & 2601 Campus Drive 33 sf 2470 Highcrest Road 34 sf 83 Wooster Heights Road 35 sf 35.01 sf 2810 E Trinity Mills Road 35.02 sf 819 West Arapaho Road 36 sf 200 North Broadway 37 sf 1401 Ocean Avenue 38 sf 500 East 84th Street 39 sf 8439 West Sunset Boulevard 40 Rooms 1 West Washington Street 41 sf 6900 South McCarran Boulevard 42 sf 1355 Beverly Road 43 sf 919 Congress Avenue 44 sf 1218 Third Avenue 45 sf 590 Farrington Highway 46 sf 873 New Loudon Road 47 sf 47.01 sf 1050 East Highway 131 47.02 sf 10101 East Washington Street 47.03 sf 8921 U.S. Highway 31 South 48 Units 3333 West Thunderbird Road 49 sf 3111 S. Dixie Highway 50 Rooms 615 Washington Avenue SE 51 sf 1600-1660 Route 23 North 52 sf 52.01 sf 377 & 381 Riverside Drive 52.02 sf 5300 Maryland Way 53 sf 711 Atlantic Avenue 54 sf 1560 Leucadia Boulevard 55 sf 5850 University Drive 56 sf 200 South Virginia Street 57 sf 1241-1249 Third Street 58 sf 2401 Pleasant Valley Road 59 sf 25 Melville Park Road 60 sf 1001 North Miami Boulevard 61 sf 7001-7151 North Oracle Road 62 sf 4750 Eastern Valley Road 63 sf 2055-2097 Telegraph Road 64 Units 17 Clover Drive 65 sf 2105 S. Boulevard West 66 sf 66.01 sf 777 Commerce Drive 66.02 sf 1375 Kings Highway East 67 sf 2551 and 2591 Compass Road 68 sf 1420 Harbor Bay Parkway 69 Rooms 50 West Daily Drive 70 sf 3430 Toringdon Way 71 sf 1651 Gunbarrel Road 72 sf 175 S. Lake Avenue & 825 Cordova Street 73 Rooms 440 Sarasota Avenue 74 sf 1000-1152 Sunset Road 75 sf 2381 East Windmill Lane 76 sf 8363 West Sunset Road 77 sf 2505 Second Avenue 78 sf 10900 Lakeline Mall Drive 79 sf 4690 Longley Lane 80 sf 542 Bypass 72 NW 81 sf 3903 Northdale Boulevard 82 sf 8655 - 8671 Lyra Drive 83 sf 100 North 17th Street 84 sf 88 Highland Crossing 85 sf 3275, 3279, 3281 & 3285 Veterans Memorial Highway 86 sf 2907-2909 West Bay to Bay Boulevard 87 sf 2501 Compass Road 88 sf 9555 South University Boulevard 89 sf 14835 East Shea Boulevard 90 sf 13203 North Enon Church Road 91 sf 6312 Nagle Avenue 92 sf 1130 and 1142 Fremont Boulevard 93 sf 2108 North Pacific Street 94 sf 5000 Blazer Memorial Parkway 95 sf 2886-2888 West Grant Line Road 96 sf 110 East Atlantic Avenue 97 sf 8395 West Sunset Road 98 sf 2720 North Harbor Boulevard 99 sf 12502 - 12503 Exchange Drive 100 sf 100 Bank Street 101 sf 3949 & 3959 Ruffin Road 102 sf 6801 Lake Worth Road 103 sf 9380 - 9480 Warner Avenue and 17075 Bushard Street 104 sf 41-89 Vaughan Lane 105 sf 1500 Sunday Drive 106 sf 2828 West Thunderbird Road 107 sf 62 & 188 Founders Parkway 108 sf 225 Marketplace Connector 109 sf 1580 Space Center Drive 110 sf 31600-31700 West Thirteen Mile Road 111 sf 609, 615, 665 and 691 Sierra Rose Drive 112 sf 1183-1207 Howell Mill Road 113 sf 6001 Hiatus Road 114 sf 8200 Wednesbury Lane 115 sf 13900 North Portland Avenue 116 sf 3209 Deans Bridge Road 117 sf 1360 Montgomery Highway 118 sf 4001 Wake Forest Road 119 sf 4160 Route 83 120 sf US Highway 220 and Commonwealth Boulevard 121 sf 135 North Park Place 122 sf 19731 Smoky Hill Road 123 sf 5700 & 5702 Lake Worth Road 124 sf 721 Gregory Lane 125 sf 4750 Hartland Parkway 126 sf 630, 670 and 690 Sierra Rose Drive 127 Units 127.01 Units 440 East 5th Street 127.02 Units 1254 East 1st Street 128 sf 157 Montgomery Crossing 129 sf 1017 North Marketplace 130 Units 11819 State Highway 75 131 sf 3601 Old Halifax Road 132 sf 4275 East Concours 133 sf 3020 Santa Rosa Avenue 134 sf 1244-1296 Anderson Crossing Drive 135 sf 4301-4307 Clearview Parkway @ W. Esplanade 136 sf 3461 Brookside Road 137 Units 826 South Hobart Boulevard 138 sf 1225 North Bluegrove Road 139 Units 3025 Triumph Drive 140 sf 6770 South McCarran Boulevard 141 sf 12407 Sowden Road 142 sf 689 Sierra Rose Drive GCCFC 05-GG3 Cut-off Date Loan ID City County State Zip Code Original Balance Balance 1 San Antonio Bexar Texas 78216 $251,000,000 $250,391,107.83 2 Las Vegas Clark Nevada 89109 $237,000,000 $234,752,792.07 3 New York New York New York 10018 $225,000,000 $225,000,000.00 4 Dallas Dallas Texas 75201 $214,770,000 $214,770,000.00 5 New York New York New York 10018 $181,500,000 $181,500,000.00 6 Louisville Jefferson Kentucky 40207 $155,000,000 $154,827,634.22 7 Phoenix Maricopa Arizona 85254 $135,000,000 $135,000,000.00 8 Wailea Maui Hawaii 96753 $112,000,000 $112,000,000.00 9 Honolulu Honolulu Hawaii 96815 $100,000,000 $100,000,000.00 10 $98,660,000 $98,660,000.00 10.01 Morrow Clayton Georgia 30260 10.02 Carrollton Carroll Georgia 30117 10.03 Jacksonville Calhoun Alabama 36265 10.04 Troy Pike Alabama 36081 10.05 Martin Weakley Tennessee 38237 10.06 Cape Girardeau Cape Girardeau Missouri 63701 10.07 Clemson Pickens South Carolina 29631 10.08 Macon Bibb Georgia 31206 10.09 Murray Calloway Kentucky 42071 11 Philadelphia Philadelphia Pennsylvania 19103 $88,900,000 $88,900,000.00 12 Irvine Orange California 92614 $76,000,000 $75,776,163.02 13 Rye Brook Westchester New York 10573 $75,000,000 $75,000,000.00 14 New York New York New York 10019 $67,500,000 $67,500,000.00 15 Baltimore Baltimore Maryland 21201 $65,000,000 $65,000,000.00 16 San Antonio Bexar Texas 78224 $64,000,000 $64,000,000.00 17 Orange Orange California 92865 $60,050,000 $60,050,000.00 18 Wilmington New Hanover North Carolina 28405 $52,000,000 $52,000,000.00 19 $48,200,000 $48,200,000.00 19.01 Santa Ana Orange California 92701 19.02 Santa Ana Orange California 92701 19.03 Santa Ana Orange California 92701 20 Atlanta Fulton Georgia 30305 $48,000,000 $48,000,000.00 21 Nashville Davidson Tennessee 37201 $36,000,000 $35,896,706.86 22 Burbank Los Angeles California 91504 $35,700,000 $35,700,000.00 23 Lake Arrowhead San Bernardino California 92352 $34,500,000 $34,500,000.00 24 Olathe Johnson Kansas 66062 $33,150,000 $33,150,000.00 25 St. Louis Saint Louis City Missouri 63102 $30,750,000 $30,750,000.00 26 Cherry Hill Camden New Jersey 08002 $30,000,000 $30,000,000.00 27 Washington District of Columbia District of Columbia 20005 $28,000,000 $28,000,000.00 28 Des Plaines Cook Illinois 60018 $26,000,000 $25,679,805.13 29 Albuquerque Bernalillo New Mexico 87102 $23,800,000 $23,694,569.16 30 Groton New London Connecticut 06340 $22,000,000 $22,000,000.00 31 San Diego San Diego California 92130 $21,200,000 $21,200,000.00 32 Irvine Orange California 92612 $21,000,000 $21,000,000.00 33 Roseville Ramsey Minnesota 55113 $20,860,000 $20,679,031.01 34 Danbury Fairfield Connecticut 06810 $20,250,000 $20,215,329.01 35 $20,170,000 $20,170,000.00 35.01 Carrollton Dallas Texas 75006 35.02 Richardson Dallas Texas 75080 36 St Louis St. Louis Missouri 63101 $20,000,000 $19,877,689.35 37 Santa Monica Los Angeles California 90401 $19,480,000 $19,480,000.00 38 Thornton Adams Colorado 80229 $19,000,000 $19,000,000.00 39 West Hollywood Los Angeles California 90069 $17,520,000 $17,520,000.00 40 Chicago Cook Illinois 60602 $17,400,000 $17,360,516.87 41 Reno Washoe Nevada 89509 $17,200,000 $17,144,612.00 42 McLean Fairfax Virginia 22101 $16,800,000 $16,800,000.00 43 Austin Travis Texas 78701 $16,500,000 $16,472,187.03 44 Seattle King Washington 98101 $15,675,000 $15,675,000.00 45 Kapolei Honolulu Hawaii 96707 $15,400,000 $15,400,000.00 46 Latham Albany New York 12110 $15,000,000 $15,000,000.00 47 $15,000,000 $14,985,090.50 47.01 Clarksville Clark Indiana 47129 47.02 Indianapolis Marion Indiana 46229 47.03 Indianapolis Marion Indiana 46227 48 Phoenix Maricopa Arizona 85053 $15,000,000 $14,937,314.07 49 West Palm Beach Palm Beach Florida 33401 $14,800,000 $14,800,000.00 50 Minneapolis Hennepin Minnesota 55414 $14,500,000 $14,406,706.35 51 Wayne Passaic New Jersey 07470 $14,200,000 $14,200,000.00 52 $14,000,000 $14,000,000.00 52.01 Franklin Williamson Tennessee 37064 52.02 Brentwood Williamson Tennessee 37027 53 Boston Suffolk Massachusetts 02111 $13,750,000 $13,689,093.11 54 Encinitas San Diego California 92024 $13,700,000 $13,631,695.90 55 Huntsville Madison Alabama 35806 $13,500,000 $13,500,000.00 56 Reno Washoe Nevada 89501 $12,750,000 $12,750,000.00 57 Santa Monica Los Angeles California 90401 $12,500,000 $12,454,689.81 58 York York Pennsylvania 17402 $12,000,000 $11,964,671.51 59 Melville Suffolk New York 11747 $11,750,000 $11,750,000.00 60 Durham Durham North Carolina 27703 $11,440,000 $11,440,000.00 61 Tucson Pima Arizona 85704 $11,300,000 $11,300,000.00 62 Bessemer Jefferson Alabama 35111 $11,200,000 $11,200,000.00 63 Bloomfield Hills Oakland Michigan 48302 $11,200,000 $11,189,840.70 64 Hollidaysburg Blair Pennsylvania 16648 $10,320,000 $10,320,000.00 65 Troy Oakland Michigan 48098 $10,050,000 $10,040,511.62 66 $10,000,000 $10,000,000.00 66.01 Fairfield Fairfield Connecticut 06430 66.02 Fairfield Fairfield Connecticut 06430 67 Glenview Cook Illinois 60026 $9,800,000 $9,791,662.06 68 Alameda Alameda California 94502 $9,500,000 $9,472,403.79 69 Camarillo Ventura California 93010 $9,000,000 $8,963,662.56 70 Charlotte Mecklenburg North Carolina 28277 $8,850,000 $8,850,000.00 71 Chattanooga Hamilton Tennessee 37421 $8,700,000 $8,700,000.00 72 Pasadena Los Angeles California 91101 $8,630,000 $8,630,000.00 73 San Jose Santa Clara California 95129 $8,600,000 $8,589,215.82 74 Henderson Clark Nevada 89014 $8,500,000 $8,500,000.00 75 Las Vegas Clark Nevada 89123 $8,450,000 $8,450,000.00 76 Las Vegas Clark Nevada 89113 $8,415,000 $8,415,000.00 77 Seattle King Washington 98121 $8,200,000 $8,200,000.00 78 Austin Williamson Texas 78717 $8,100,000 $8,100,000.00 79 Reno Washoe Nevada 89502 $8,000,000 $7,978,405.89 80 Greenwood Greenwood South Carolina 29649 $7,620,000 $7,620,000.00 81 Tampa Hillsborough Florida 33624 $7,600,000 $7,564,410.61 82 Columbus Delaware Ohio 43240 $7,500,000 $7,492,545.25 83 Philadelphia Philadelphia Pennsylvania 19103 $7,280,000 $7,280,000.00 84 East Ellijay Gilmer Georgia 30540 $7,100,000 $7,100,000.00 85 Ronkonkoma Suffolk New York 11779 $7,000,000 $7,000,000.00 86 Tampa Hillsborough Florida 33629 $7,000,000 $7,000,000.00 87 Glenview Cook Illinois 60026 $6,800,000 $6,794,214.50 88 Highlands Ranch Douglas Colorado 80126 $6,750,000 $6,750,000.00 89 Fountain Hills Maricopa Arizona 85268 $6,650,000 $6,643,891.53 90 Chester Chesterfield Virginia 23836 $6,500,000 $6,500,000.00 91 Chicago Cook Illinois 60646 $6,446,000 $6,446,000.00 92 Seaside Monterey California 93955 $6,342,000 $6,342,000.00 93 Seattle King Washington 98103 $6,225,000 $6,207,358.40 94 Dublin Franklin Ohio 43017 $6,120,000 $6,096,114.92 95 Tracy San Joaquin California 95304 $6,000,000 $6,000,000.00 96 Delray Beach Palm Beach Florida 33444 $5,900,000 $5,872,371.39 97 Las Vegas Clark Nevada 89113 $5,800,000 $5,800,000.00 98 Fullerton Orange California 92835 $5,700,000 $5,700,000.00 99 Stafford Fort Bend Texas 77477 $5,650,000 $5,618,061.30 100 Burlington Chittenden Vermont 05401 $5,600,000 $5,600,000.00 101 Kearny Mesa San Diego California 92123 $5,600,000 $5,600,000.00 102 Lake Worth Palm Beach Florida 33467 $5,500,000 $5,471,034.62 103 Fountain Valley Orange California 92708 $5,185,000 $5,130,916.57 104 Pell City Saint Clair Alabama 35125 $5,050,000 $5,039,643.81 105 Raleigh Wake North Carolina 27607 $5,000,000 $4,992,186.40 106 Phoenix Maricopa Arizona 85053 $4,900,000 $4,881,052.62 107 Castle Rock Douglas Colorado 80104 $4,850,000 $4,850,000.00 108 Peachtree City Fayette Georgia 30269 $4,750,000 $4,741,009.68 109 Colorado Springs El Paso Colorado 80915 $4,700,000 $4,695,098.98 110 Farmington Hills Oakland Michigan 48334 $4,700,000 $4,673,474.18 111 Reno Washoe Nevada 89511 $4,600,000 $4,584,050.90 112 Atlanta Fulton Georgia 30318 $4,500,000 $4,477,959.31 113 Tamarac Broward Florida 33321 $4,000,000 $4,000,000.00 114 Houston Harris Texas 77074 $4,000,000 $4,000,000.00 115 Oklahoma City Oklahoma Oklahoma 73134 $4,000,000 $3,988,651.00 116 Augusta Richmond Georgia 30906 $3,920,000 $3,920,000.00 117 Vestavia Jefferson Alabama 35216 $3,850,000 $3,838,920.35 118 Raleigh Wake North Carolina 27609 $3,800,000 $3,800,000.00 119 Long Grove Lake Illinois 60047 $3,750,000 $3,750,000.00 120 Martinsville Martinsville City Virginia 24112 $3,575,000 $3,575,000.00 121 Stockbridge Henry Georgia 30281 $3,550,000 $3,536,754.86 122 Centennial Arapahoe Colorado 80015 $3,500,000 $3,500,000.00 123 Greenacres Palm Beach Florida 33463 $3,450,000 $3,431,830.81 124 Pleasant Hill Contra Costa California 94523 $3,400,000 $3,397,088.41 125 Lexington Fayette Kentucky 40515 $3,050,000 $3,040,871.46 126 Reno Washoe Nevada 89511 $3,000,000 $2,986,578.72 127 $2,900,000 $2,897,463.50 127.01 Long Beach Los Angeles California 90802 127.02 Long Beach Los Angeles California 90802 128 Biscoe Montgomery North Carolina 27209 $2,880,000 $2,880,000.00 129 Pueblo West Pueblo Colorado 81007 $2,770,000 $2,720,901.58 130 Hailey Blaine Idaho 83333 $2,700,000 $2,682,156.89 131 South Boston Halifax Virginia 24592 $2,600,000 $2,600,000.00 132 Ontario San Bernardino California 91764 $2,600,000 $2,592,732.77 133 Santa Rosa Sonoma California 95407 $2,598,000 $2,586,800.55 134 Lawrenceburg Anderson Kentucky 40342 $2,550,000 $2,544,919.26 135 Metairie Jefferson Louisiana 70006 $2,500,000 $2,495,174.08 136 Stockton San Joaquin California 95219 $2,200,000 $2,191,433.69 137 Los Angeles Los Angeles California 90005 $2,025,000 $2,015,158.82 138 Lancaster Dallas Texas 75146 $2,000,000 $1,991,921.16 139 Sun Prarie Dane Wisconsin 53590 $1,850,000 $1,850,000.00 140 Reno Washoe Nevada 89509 $1,425,000 $1,419,034.82 141 Houston Harris Texas 77080 $1,125,000 $1,120,740.09 142 Reno Washoe Nevada 89511 $1,125,000 $1,119,978.60 Allocated Cut- Stated off Date Original Term Remaining Original Original Remaining Remaining GCCFC 05-GG3 Balance to Maturity Term to Interest Only Amortization Interest Only Amortization Loan ID (multi-property) Seasoning (mos.) Maturity (mos.) Term (mos.) Term (mos.) Period (mos.) Term (mos.) 1 2 61 59 0 360 0 358 2 8 59 51 0 360 0 352 3 0 120 120 36 360 36 360 4 2 83 81 83 NA 81 NA 5 1 60 59 60 NA 59 NA 6 1 60 59 0 360 0 359 7 2 60 58 60 NA 58 NA 8 4 120 116 59 360 55 360 9 2 120 118 47 360 45 360 10 2 60 58 60 NA 58 NA 10.01 $24,540,000.00 10.02 $13,680,000.00 10.03 $11,120,000.00 10.04 $9,440,000.00 10.05 $8,960,000.00 10.06 $8,520,000.00 10.07 $8,160,000.00 10.08 $7,440,000.00 10.09 $6,800,000.00 11 3 84 81 48 360 45 360 12 4 120 116 0 360 0 356 13 0 120 120 0 300 0 300 14 2 120 118 120 NA 118 NA 15 2 120 118 24 360 22 360 16 4 120 116 59 324 55 324 17 3 84 81 84 NA 81 NA 18 1 120 119 12 360 11 360 19 6 84 78 24 360 18 360 19.01 $21,993,948.10 19.02 $14,337,198.84 19.03 $11,868,853.06 20 3 60 57 24 360 21 360 21 2 120 118 0 300 0 298 22 2 120 118 7 360 5 360 23 4 120 116 36 360 32 360 24 1 84 83 48 360 47 360 25 5 60 55 60 NA 55 NA 26 1 120 119 24 360 23 360 27 5 120 115 60 360 55 360 28 6 240 234 0 240 0 234 29 3 84 81 0 300 0 297 30 5 120 115 12 360 7 360 31 4 120 116 24 360 20 360 32 2 120 118 24 360 22 360 33 8 120 112 0 360 0 352 34 2 120 118 0 360 0 358 35 2 120 118 24 360 22 360 35.01 $11,850,000.00 35.02 $8,320,000.00 36 7 84 77 0 360 0 353 37 2 120 118 24 360 22 360 38 1 60 59 24 360 23 360 39 2 120 118 24 360 22 360 40 2 120 118 0 300 0 298 41 4 120 116 0 360 0 356 42 1 120 119 24 360 23 360 43 2 84 82 0 360 0 358 44 2 84 82 24 360 22 360 45 0 120 120 24 360 24 360 46 5 120 115 23 360 18 360 47 1 120 119 0 360 0 359 47.01 $8,223,038.47 47.02 $4,127,486.30 47.03 $2,634,565.72 48 4 120 116 0 360 0 356 49 0 120 120 0 360 0 360 50 5 60 55 0 300 0 295 51 3 120 117 12 360 9 360 52 2 120 118 24 360 22 360 52.01 $9,170,000.00 52.02 $4,830,000.00 53 5 84 79 0 360 0 355 54 5 96 91 0 360 0 355 55 4 120 116 12 360 8 360 56 3 84 81 24 360 21 360 57 4 120 116 0 360 0 356 58 3 120 117 0 360 0 357 59 4 120 116 18 360 14 360 60 3 120 117 12 360 9 360 61 4 60 56 60 NA 56 NA 62 3 120 117 12 360 9 360 63 1 120 119 0 360 0 359 64 2 120 118 24 360 22 360 65 1 120 119 0 360 0 359 66 7 60 53 60 NA 53 NA 66.01 $6,500,000.00 66.02 $3,500,000.00 67 1 120 119 0 360 0 359 68 3 84 81 0 360 0 357 69 3 120 117 0 300 0 297 70 6 120 114 12 360 6 360 71 1 60 59 60 NA 59 NA 72 1 120 119 24 360 23 360 73 1 120 119 0 300 0 299 74 7 120 113 60 360 53 360 75 5 84 79 48 360 43 360 76 3 120 117 24 360 21 360 77 5 60 55 60 NA 55 NA 78 5 96 91 60 360 55 360 79 3 120 117 0 360 0 357 80 1 120 119 24 360 23 360 81 5 120 115 0 360 0 355 82 1 120 119 0 360 0 359 83 3 60 57 60 NA 57 NA 84 1 120 119 12 336 11 336 85 6 60 54 60 NA 54 NA 86 2 120 118 12 360 10 360 87 1 120 119 0 360 0 359 88 2 120 118 24 360 22 360 89 1 120 119 0 360 0 359 90 8 120 112 18 360 10 360 91 2 84 82 12 348 10 348 92 0 120 120 0 360 0 360 93 3 120 117 0 360 0 357 94 4 120 116 0 360 0 356 95 1 120 119 24 360 23 360 96 5 84 79 0 360 0 355 97 3 120 117 24 360 21 360 98 5 84 79 24 360 19 360 99 6 120 114 0 360 0 354 100 4 120 116 24 360 20 360 101 2 60 58 24 360 22 360 102 5 60 55 0 360 0 355 103 3 180 177 0 180 0 177 104 2 120 118 0 360 0 358 105 1 120 119 0 300 0 299 106 4 120 116 0 360 0 356 107 2 120 118 24 360 22 360 108 2 120 118 0 360 0 358 109 1 120 119 0 360 0 359 110 6 120 114 0 360 0 354 111 4 120 116 0 360 0 356 112 5 120 115 0 360 0 355 113 5 120 115 36 360 31 360 114 1 120 119 12 360 11 360 115 3 120 117 0 360 0 357 116 1 120 119 24 360 23 360 117 3 120 117 0 360 0 357 118 7 60 53 60 NA 53 NA 119 5 60 55 60 NA 55 NA 120 5 120 115 24 360 19 360 121 4 120 116 0 360 0 356 122 2 120 118 24 360 22 360 123 5 60 55 0 360 0 355 124 1 120 119 0 360 0 359 125 3 120 117 0 360 0 357 126 5 120 115 0 360 0 355 127 1 120 119 0 360 0 359 127.01 $1,608,591.80 127.02 $1,288,871.69 128 6 120 114 12 360 6 360 129 5 180 175 0 180 0 175 130 5 120 115 0 300 0 295 131 5 120 115 24 360 19 360 132 3 120 117 0 360 0 357 133 5 120 115 0 360 0 355 134 2 120 118 0 360 0 358 135 2 120 118 0 360 0 358 136 4 120 116 0 360 0 356 137 5 120 115 0 360 0 355 138 5 120 115 0 360 0 355 139 4 120 116 12 360 8 360 140 5 120 115 0 360 0 355 141 4 120 116 0 360 0 356 142 5 120 115 0 360 0 355 Upfront Upfront Ongoing Actual Actual Actual GCCFC 05-GG3 Letter of Repair Replacement Replacement Loan ID Guarantor Credit Reserve Reserve Reserve Upfront TI/LC Monthly TI/LC Monthly Tax Escrow 1 No No $0 $0 $0 $0 $0 $0 2 No No $0 $0 $0 $0 $0 $0 3 Non-recourse Carveout No $0 $15,457 $15,457 $61,826 $61,826 $329,700 4 No No $1,122,000 $0 $0 $0 $0 $0 5 Non-recourse Carveout No $0 $0 $0 $0 $0 $158,932 6 No No $0 $0 $0 $0 $0 $0 7 Non-recourse Carveout No $0 $0 $0 $0 $0 $0 8 Non-recourse Carveout No $5,500 $2,055 $2,055 $6,851 $6,851 $35,631 9 Non-recourse Carveout No $6,900 $0 $2,925 $7,156 $7,156 $54,802 10 Non-recourse Carveout No $1,025,125 $1,073,000 $19,135 $0 $0 $75,666 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 11 Non-recourse Carveout No $0 $2,061,700 $14,055 $5,400,000 $0 $180,371 12 Non-recourse Carveout No $0 $10,832 $5,416 $25,000 $12,500 $95,000 13 Non-recourse Carveout No $422,625 $0 $0 $0 $0 $0 14 Non-recourse Carveout No $0 $776,368 $5,583 $3,626,937 $0 $0 15 Non-recourse Carveout No $11,875 $7,940 $7,940 $1,300,000 $50,000 $166,267 16 Non-recourse Carveout No $988,125 $0 $8,368 $537,429 $41,841 $133,473 17 Non-recourse Carveout No $371,655 $50,000 $0 $2,000,000 $0 $1 18 Non-recourse Carveout No $0 $0 $3,235 $0 $8,620 $0 19 Non-recourse Carveout No $0 $383,751 $7,391 $0 $36,953 $30,803 19.01 19.02 19.03 20 Non-recourse Carveout No $1,245,000 $8,903 $8,903 $25,000 $25,000 $53,779 21 Non-recourse Carveout No $0 $0 $74,963 $0 $0 $67,177 22 Non-recourse Carveout No $0 $0 $0 $8,947,005 $0 $31,516 23 Non-recourse Carveout No $181,606 $6,028 $6,028 $0 $0 $6,254 24 Non-recourse Carveout No $250,000 $0 $0 $1,885,500 $0 $1 25 Non-recourse Carveout No $4,500,000 $3,618 $3,618 $33,333 $33,333 $33,426 26 Non-recourse Carveout Yes $17,375 $7,320 $7,320 $1,711,449 $27,449 $89,997 27 Non-recourse Carveout No $275 $99,954 $2,127 $3,000,000 $0 $53,454 28 Non-recourse Carveout No $0 $2,040 $2,040 $20,833 $20,833 $45,529 29 Non-recourse Carveout No $138,600 $0 $0 $0 $0 $0 30 Non-recourse Carveout Yes $218,750 $86,000 $0 $0 $0 $19,733 31 Non-recourse Carveout No $1,500 $632 $632 $0 $0 $22,975 32 Non-recourse Carveout No $0 $0 $2,189 $1,381,418 $14,530 $16,100 33 Non-recourse Carveout No $0 $0 $2,996 $0 $5,417 $24,708 34 Non-recourse Carveout No $0 $68,793 $3,583 $466,622 $17,917 $36,640 35 Non-recourse Carveout No $0 $200,000 $3,820 $250,000 $8,051 $50,700 35.01 35.02 36 Non-recourse Carveout No $101,250 $0 $5,618 $2,027,840 $35,114 $32,474 37 Non-recourse Carveout No $9,780 $595 $595 $0 $12,873 $9,913 38 Non-recourse Carveout No $270,588 $0 $5,963 $750,000 $31,385 $62,413 39 Non-recourse Carveout No $24,938 $709 $709 $0 $11,132 $7,467 40 Non-recourse Carveout No $0 $0 $32,507 $0 $0 $33,483 41 Non-recourse Carveout No $10,388 $2,382 $1,191 $14,888 $7,444 $13,494 42 Non-recourse Carveout Yes $243,750 $877 $877 $12,500 $12,500 $11,016 43 Non-recourse Carveout No $0 $0 $4,375 $1,000,000 $58,782 $44,590 44 Non-recourse Carveout No $1,586,277 $2,651 $2,651 $568,952 $15,904 $14,002 45 Non-recourse Carveout No $0 $641 $641 $5,340 $5,340 $5,134 46 Non-recourse Carveout No $0 $3,191 $3,191 $10,636 $10,636 $33,000 47 Non-recourse Carveout No $65,625 $2,605 $2,605 $3,333 $3,333 $23,051 47.01 47.02 47.03 48 Non-recourse Carveout No $156,625 $0 $13,585 $0 $0 $22,340 49 Non-recourse Carveout No $12,500 $0 $2,934 $1,000,000 $0 $23,885 50 Non-recourse Carveout No $0 $0 $27,612 $0 $0 $42,671 51 Non-recourse Carveout No $0 $700 $700 $2,333 $2,333 $18,144 52 Non-recourse Carveout No $0 $2,231 $2,231 $9,140 $9,140 $16,462 52.01 52.02 53 Non-recourse Carveout No $623,000 $1,736 $1,736 $200,000 $6,942 $31,000 54 Non-recourse Carveout No $0 $465 $1,138 $120,125 $1,684 $26,243 55 Non-recourse Carveout No $0 $1,932 $1,832 $0 $0 $6,934 56 Non-recourse Carveout No $8,750 $1,942 $1,942 $6,250 $6,250 $16,894 57 Non-recourse Carveout No $0 $384 $192 $181,572 $3,286 $869 58 Non-recourse Carveout No $0 $0 $1,457 $0 $6,509 $17,060 59 Non-recourse Carveout No $15,375 $1,684 $1,684 $302,371 $6,250 $16,826 60 Non-recourse Carveout No $140,000 $2,493 $2,493 $2,917 $2,917 $9,013 61 Non-recourse Carveout No $94,750 $1,729 $1,729 $0 $0 $13,204 62 Non-recourse Carveout No $0 $792 $792 $0 $0 $2,742 63 Non-recourse Carveout No $68,000 $1,078 $1,078 $3,333 $3,333 $9,090 64 Non-recourse Carveout No $70,000 $54,042 $4,042 $0 $0 $12,986 65 Non-recourse Carveout No $0 $0 $994 $0 $2,319 $4,996 66 Non-recourse Carveout No $28,375 $1,900 $1,900 $180,875 $7,400 $10,200 66.01 66.02 67 Non-recourse Carveout No $0 $0 $0 $0 $3,333 $18,417 68 Non-recourse Carveout No $49,125 $0 $2,010 $1,000,000 $0 $19,270 69 Non-recourse Carveout No $0 $1 $0 $0 $0 $0 70 Non-recourse Carveout No $0 $598 $598 $4,116 $4,116 $9,612 71 Non-recourse Carveout No $0 $655 $655 $5,000 $5,000 $3,639 72 Non-recourse Carveout No $0 $0 $0 $210,243 $1,250 $5,700 73 Non-recourse Carveout No $0 $5,512 $2,756 $0 $0 $6,249 74 Non-recourse Carveout No $0 $629 $629 $4,167 $0 $4,124 75 Non-recourse Carveout No $0 $0 $560 $450,000 $0 $3,845 76 Non-recourse Carveout No $0 $702 $702 $5,667 $5,667 $9,042 77 Non-recourse Carveout No $0 $1,743 $1,743 $0 $0 $9,871 78 Non-recourse Carveout No $0 $721 $721 $0 $0 $26,011 79 Non-recourse Carveout No $0 $16,297 $0 $53,026 $0 $23,573 80 Non-recourse Carveout No $0 $1,525 $1,525 $225,000 $0 $9,166 81 Non-recourse Carveout No $46,875 $1,513 $1,513 $2,813 $2,813 $12,649 82 Non-recourse Carveout No $0 $0 $507 $0 $1,184 $8,045 83 Non-recourse Carveout No $10,250 $2,215 $2,215 $8,333 $8,333 $9,595 84 Non-recourse Carveout No $0 $694 $694 $0 $0 $4,400 85 Non-recourse Carveout No $27,040 $1,087 $1,087 $4,167 $4,167 $20,372 86 Non-recourse Carveout No $179,500 $2,971 $2,971 $40,000 $0 $9,815 87 Non-recourse Carveout No $0 $0 $0 $0 $2,083 $12,500 88 Non-recourse Carveout No $0 $0 $0 $150,000 $0 $0 89 Non-recourse Carveout No $5,055 $0 $356 $0 $1,186 $9,871 90 Non-recourse Carveout Yes $276,472 $1,667 $1,667 $400,000 $0 $6,822 91 Non-recourse Carveout No $0 $0 $496 $0 $0 $10,031 92 Non-recourse Carveout No $10,248 $1,121 $561 $4,134 $2,067 $7,764 93 Non-recourse Carveout No $0 $4,351 $2,176 $0 $0 $11,488 94 Non-recourse Carveout No $0 $0 $0 $4,167 $4,167 $18,081 95 Non-recourse Carveout No $0 $482 $482 $1,250 $1,250 $3,905 96 Non-recourse Carveout No $0 $0 $639 $200,000 $1,500 $8,909 97 Non-recourse Carveout No $0 $483 $483 $2,416 $2,416 $7,013 98 Non-recourse Carveout No $7,500 $40,945 $257 $3,833 $3,833 $3,386 99 Non-recourse Carveout No $103,313 $0 $1,569 $165,000 $3,137 $6,408 100 Non-recourse Carveout No $3,125 $0 $1,150 $426,000 $0 $17,568 101 Non-recourse Carveout No $21,488 $497 $497 $0 $0 $4,945 102 Non-recourse Carveout No $0 $14,901 $0 $62,000 $0 $0 103 Non-recourse Carveout No $28,750 $1,014 $1,014 $400,000 $0 $6,957 104 Non-recourse Carveout No $0 $386 $386 $0 $0 $2,052 105 Non-recourse Carveout Yes $0 $0 $0 $250,000 $0 $0 106 Non-recourse Carveout No $0 $644 $322 $2,912 $1,456 $3,149 107 Non-recourse Carveout No $0 $0 $0 $120,000 $0 $0 108 Non-recourse Carveout No $0 $5,469 $456 $0 $1,250 $8,540 109 Non-recourse Carveout Yes $0 $0 $0 $93,227 $1,667 $2,695 110 Non-recourse Carveout No $50,775 $747 $747 $300,000 $0 $8,303 111 Non-recourse Carveout No $0 $7,855 $0 $40,463 $0 $5,904 112 Non-recourse Carveout No $2,125 $0 $711 $50,000 $2,500 $2,753 113 Non-recourse Carveout No $0 $547 $547 $0 $0 $2,117 114 Non-recourse Carveout No $19,375 $1,634 $1,634 $100,000 $0 $7,788 115 Non-recourse Carveout No $0 $2,600 $867 $0 $2,827 $4,507 116 Non-recourse Carveout No $0 $643 $643 $126,000 $0 $2,661 117 Non-recourse Carveout No $0 $747 $374 $3,131 $1,566 $3,633 118 Non-recourse Carveout No $0 $100,000 $657 $120,575 $3,333 $3,335 119 Non-recourse Carveout No $62,500 $426 $426 $40,000 $1,667 $4,136 120 Non-recourse Carveout No $0 $425 $425 $0 $0 $1,167 121 Non-recourse Carveout No $0 $0 $539 $0 $2,917 $4,869 122 Non-recourse Carveout No $0 $0 $0 $120,000 $0 $0 123 Non-recourse Carveout No $0 $7,688 $0 $45,000 $0 $0 124 Non-recourse Carveout No $0 $0 $0 $0 $0 $0 125 Non-recourse Carveout No $85,750 $322 $322 $1,500 $1,500 $2,011 126 Non-recourse Carveout No $0 $5,101 $0 $26,522 $0 $3,898 127 Non-recourse Carveout No $9,830 $27,939 $0 $0 $0 $4,181 127.01 127.02 128 Non-recourse Carveout No $0 $317 $317 $667 $667 $1,138 129 Non-recourse Carveout No $0 $0 $0 $0 $0 $0 130 Non-recourse Carveout No $844 $0 $1,916 $0 $0 $3,603 131 Non-recourse Carveout No $0 $218 $218 $0 $0 $750 132 Non-recourse Carveout No $0 $2,543 $0 $0 $0 $2,163 133 Non-recourse Carveout No $0 $874 $437 $2,652 $1,326 $3,154 134 Non-recourse Carveout No $0 $206 $206 $1,000 $1,000 $1,719 135 Non-recourse Carveout No $1,250 $0 $160 $50,000 $833 $2,521 136 Non-recourse Carveout No $0 $0 $242 $35,000 $1,754 $3,406 137 Non-recourse Carveout No $0 $0 $833 $0 $0 $1,645 138 Non-recourse Carveout No $0 $0 $0 $0 $0 $0 139 Non-recourse Carveout Yes $0 $5,000 $0 $0 $0 $0 140 Non-recourse Carveout No $0 $2,418 $0 $1,092 $1,092 $1,669 141 Non-recourse Carveout No $11,250 $0 $516 $0 $899 $0 142 Non-recourse Carveout No $0 $1,961 $0 $10,465 $294 $885 Monthly Late GCCFC 05-GG3 Insurance Payment Grace Loan ID Escrow Day Period 1 $0 1 0 2 $0 1 0 3 $44,182 6 0 4 $0 1 0 5 $12,141 1 0 6 $0 1 0 7 $0 1 1 8 $15,946 6 5 9 $26,892 6 5 10 $43,737 6 5 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 11 $15,739 6 0 12 $16,000 6 0 13 $0 1 5 14 $0 8 0 15 $18,891 6 0 16 $15,707 6 0 17 $1 6 5 18 $0 6 0 19 $5,976 6 0 19.01 19.02 19.03 20 $6,835 1 5 21 $15,196 6 0 22 $3,432 6 0 23 $6,776 1 5 24 $1 6 0 25 $7,002 1 5 26 $11,377 6 0 27 $3,429 6 0 28 $4,047 1 5 29 $0 6 0 30 $7,857 1 5 31 $1,495 1 5 32 $4,600 6 0 33 $880 1 0 34 $4,871 6 0 35 $6,200 6 5 35.01 35.02 36 $8,510 1 0 37 $1,420 6 0 38 $10,919 6 0 39 $1,170 6 0 40 $0 6 0 41 $1,204 6 0 42 $3,047 1 5 43 $2,834 6 0 44 $9,250 6 0 45 $6,821 1 5 46 $0 6 5 47 $3,208 1 5 47.01 47.02 47.03 48 $8,258 6 0 49 $4,935 6 0 50 $14,458 6 0 51 $1,000 6 5 52 $3,430 6 0 52.01 52.02 53 $1,600 6 0 54 $5,909 6 0 55 $2,562 1 5 56 $2,372 1 5 57 $932 6 0 58 $1,310 6 0 59 $1,188 1 5 60 $1,735 1 15 61 $2,447 1 5 62 $772 1 5 63 $1,838 1 5 64 $0 1 5 65 $3,627 6 0 66 $1,900 1 0 66.01 66.02 67 $1,289 1 5 68 $6,286 6 0 69 $0 6 0 70 $725 1 15 71 $1,042 1 5 72 $458 6 0 73 $4,950 6 0 74 $884 1 5 75 $1,196 6 0 76 $1,330 1 5 77 $2,007 1 5 78 $0 1 5 79 $0 6 0 80 $653 1 5 81 $2,927 1 5 82 $700 6 0 83 $1,621 1 5 84 $1,010 1 5 85 $0 1 5 86 $2,279 1 5 87 $836 1 5 88 $0 1 5 89 $1,531 6 0 90 $1,743 1 5 91 $1,359 6 0 92 $1,227 6 0 93 $0 6 0 94 $909 1 5 95 $1,309 1 5 96 $6,156 6 0 97 $947 1 5 98 $1,225 1 5 99 $2,153 6 0 100 $1,959 6 0 101 $1,347 1 5 102 $1,711 1 5 103 $685 1 5 104 $1,908 1 5 105 $0 1 15 106 $419 6 0 107 $0 1 5 108 $1,845 6 0 109 $833 1 5 110 $727 1 5 111 $0 6 0 112 $1,147 6 5 113 $2,617 1 5 114 $1,427 1 5 115 $1,796 6 0 116 $291 1 5 117 $673 6 0 118 $635 1 15 119 $457 1 5 120 $312 1 5 121 $314 6 5 122 $0 1 5 123 $2,415 1 5 124 $0 6 0 125 $1,468 1 5 126 $0 1 3 127 $1,120 6 0 127.01 127.02 128 $396 1 15 129 $0 1 5 130 $2,160 6 0 131 $232 1 5 132 $0 1 5 133 $1,294 6 0 134 $1,036 1 5 135 $657 6 0 136 $595 6 0 137 $919 6 0 138 $0 6 0 139 $383 1 5 140 $0 1 3 141 $0 6 0 142 $0 1 3 Default GCCFC 05-GG3 Grace Loan ID Period 1 3 days for the first occurrence in a prior 12 month period, otherwise 0. 2 0 3 0 4 0 5 0 6 0 7 1 8 0 9 0 10 0 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 11 0 12 0 13 5 14 0 15 0 16 0 17 0 18 0 19 0 19.01 19.02 19.03 20 5 21 0 22 0 23 5 24 0 25 5 26 0 27 0 28 5 29 0 30 5 31 5 32 0 33 0 34 0 35 0 35.01 35.02 36 0 37 0 38 0 39 0 40 0 41 0 42 5 43 0 44 0 45 5 46 0 47 5 47.01 47.02 47.03 48 0 49 0 50 0 51 0 52 0 52.01 52.02 53 0 54 0 55 5 56 5 57 0 58 0 59 5 60 5 61 5 62 5 63 5 64 5 65 0 66 0 66.01 66.02 67 5 68 0 69 0 70 5 71 5 72 0 73 0 74 5 75 0 76 5 77 5 78 5 79 0 80 5 81 5 82 0 83 5 84 5 85 5 86 5 87 5 88 5 89 0 90 5 91 0 92 0 93 0 94 5 95 5 96 0 97 5 98 5 99 0 100 0 101 5 102 5 103 5 104 5 105 5 106 0 107 5 108 0 109 5 110 5 111 0 112 0 113 5 114 5 115 0 116 5 117 0 118 0 119 5 120 5 121 0 122 5 123 5 124 0 125 5 126 0 127 0 127.01 127.02 128 5 129 5 130 0 131 5 132 5 133 0 134 5 135 0 136 0 137 0 138 0 139 5 140 0 141 0 142 0 Units GCCFC 05-GG3 Environmental Cash O&M in of Loan ID Insurance Lockbox Management Place Size Measure Originator 1 No Hard In Place No 493,706 sf Archon/Commerzbank 2 No Hard In Place No 536,890 sf Archon 3 No Hard Springing Yes 741915 sf GCFP 4 No Hard In Place No 1,299,522 sf Archon 5 No Hard In Place No 876,704 sf Archon 6 No Hard In Place No 700,908 sf Archon/Commerzbank 7 No Hard Springing No 732 Rooms Archon 8 No Hard Springing No 164425 sf GCFP 9 No Hard Springing Yes 160522 sf GCFP 10 Soft In Place 1073 Units GCFP 10.01 No No 221 Units 10.02 No No 132 Units 10.03 No No 132 Units 10.04 No No 108 Units 10.05 No No 96 Units 10.06 No No 96 Units 10.07 No No 96 Units 10.08 No No 84 Units 10.09 No No 108 Units 11 No Hard In Place Yes 843304 sf GCFP 12 No Hard In Place No 324955 sf GCFP 13 No Hard In Place No 374 Rooms Archon 14 No Hard In Place No 332955 sf Morgan Stanley 15 No Hard In Place No 477771 sf GCFP 16 No Hard Springing Yes 669462 sf GCFP 17 No Hard In Place Yes 299933 sf GCFP 18 No Hard Springing No 394018 sf GCFP 19 Hard In Place 384291 sf GCFP 19.01 No No 147892 sf 19.02 No No 124498 sf 19.03 No No 111901 sf 20 No No NAP Yes 427,351 sf Archon 21 No Hard Springing No 330 Rooms GCFP 22 No Hard Springing No 230800 sf GCFP 23 No No NAP Yes 233,532 sf Archon 24 No Hard In Place No 299224 sf GCFP 25 No No NAP No 434,136 sf Archon 26 No Hard Springing Yes 439190 sf GCFP 27 No Hard In Place No 127600 sf GCFP 28 No Hard Springing Yes 244,788 sf Archon 29 No Hard Springing No 395 Rooms GCFP 30 No No NAP No 342 Units Archon 31 No No NAP No 75,885 sf Archon 32 Yes Hard Springing Yes 138222 sf GCFP 33 No Hard Springing Yes 359540 sf GCFP 34 No Hard Springing No 215000 sf GCFP 35 No NAP 229219 sf GCFP 35.01 No No 126186 sf 35.02 Yes Yes 103033 sf 36 No Hard In Place No 337088 sf GCFP 37 No Hard Springing No 47639 sf GCFP 38 No Hard Springing No 477225 sf GCFP 39 No Hard Springing No 41341 sf GCFP 40 No Hard Springing No 122 Rooms GCFP 41 No No NAP No 71460 sf GCFP 42 No No NAP No 70,123 sf Archon 43 No Hard Springing Yes 164044 sf GCFP 44 No Hard Springing Yes 159039 sf GCFP 45 No No NAP No 64,076 sf Archon 46 No Soft Springing No 255267 sf GCFP 47 No NAP 208,412 sf Archon 47.01 No No 108,739 sf 47.02 No No 57,673 sf 47.03 No No 42,000 sf 48 No Soft Springing No 568 Units GCFP 49 No Hard Springing No 160062 sf GCFP 50 No Hard In Place No 304 Rooms GCFP 51 No Soft Springing No 56000 sf GCFP 52 Soft Springing 133863 sf GCFP 52.01 No No 92997 sf 52.02 No No 40866 sf 53 No Soft Springing Yes 83307 sf GCFP 54 No No NAP No 37406 sf GCFP 55 No No NAP No 109,905 sf Archon 56 No No NAP Yes 116,514 sf Archon 57 No No NAP No 14400 sf GCFP 58 No Soft Springing No 116579 sf GCFP 59 Yes No NAP No 96,244 sf Archon 60 No No NAP Yes 199,450 sf Archon 61 No No NAP Yes 71,478 sf Archon 62 No No NAP No 95,092 sf Archon 63 No No NAP No 65,385 sf Archon 64 No No NAP No 194 Units Archon 65 No No NAP No 79512 sf GCFP 66 Hard Springing 88763 sf GCFP 66.01 No No 59560 sf 66.02 No No 29203 sf 67 No No NAP No 44,200 sf Archon 68 No Hard Springing No 120577 sf GCFP 69 No Soft Springing No 115 Rooms GCFP 70 No No NAP No 71,813 sf Archon 71 No No NAP No 52,398 sf Archon 72 No No NAP No 21001 sf GCFP 73 No No NAP No 101 Rooms GCFP 74 No No NAP No 34,300 sf Archon 75 No Hard Springing No 45240 sf GCFP 76 No No NAP No 56,161 sf Archon 77 No No NAP No 69,706 sf Archon 78 No No NAP No 57,639 sf Archon 79 No No NAP No 107371 sf GCFP 80 No No NAP No 83,200 sf Archon 81 No No NAP No 95,584 sf Archon 82 No Hard Springing No 40592 sf GCFP 83 No No NAP Yes 106,304 sf Archon 84 No No NAP No 83,300 sf Archon 85 No No NAP No 68,624 sf Archon 86 No No NAP Yes 79,238 sf Archon 87 No No NAP No 30,000 sf Archon 88 No No NAP No 28,179 sf Archon 89 No No NAP No 28452 sf GCFP 90 No No NAP Yes 127,500 sf Archon 91 No No NAP No 29762 sf GCFP 92 No No NAP No 25877 sf GCFP 93 No No NAP No 21516 sf GCFP 94 No No NAP No 124,929 sf Archon 95 No No NAP No 38,555 sf Archon 96 No No NAP No 40055 sf GCFP 97 No No NAP No 38,654 sf Archon 98 No No NAP No 30,786 sf Archon 99 No No NAP No 125490 sf GCFP 100 No Hard Springing No 68994 sf GCFP 101 No No NAP No 45,842 sf Archon 102 No No NAP No 56,989 sf Archon 103 No No NAP Yes 50,722 sf Archon 104 No No NAP No 46,375 sf Archon 105 No No NAP No 61,648 sf Archon 106 No No NAP No 25725 sf GCFP 107 No No NAP No 22,270 sf Archon 108 No No NAP No 36460 sf GCFP 109 No No NAP No 23,208 sf Archon 110 No No NAP No 44,790 sf Archon 111 No No NAP No 31421 sf GCFP 112 No No NAP No 34135 sf GCFP 113 No No NAP No 65,674 sf Archon 114 No No NAP No 78,408 sf Archon 115 No No NAP No 41598 sf GCFP 116 No No NAP No 35,097 sf Archon 117 No No NAP No 29900 sf GCFP 118 No No NAP No 52575 sf GCFP 119 No No NAP No 25,544 sf Archon 120 No No NAP No 34,000 sf Archon 121 No No NAP No 32310 sf GCFP 122 No No NAP No 17,500 sf Archon 123 No No NAP No 51,331 sf Archon 124 Yes No NAP No 14955 sf GCFP 125 No No NAP No 38,450 sf Archon 126 No No NAP No 20403 sf GCFP 127 No NAP 34 Units GCFP 127.01 No No 21 Units 127.02 No No 13 Units 128 No No NAP No 25,840 sf Archon 129 No No NAP No 56,280 sf Archon 130 No No NAP No 487 Units GCFP 131 No No NAP No 26,200 sf Archon 132 No No NAP No 8,371 sf Archon 133 No No NAP No 18715 sf GCFP 134 No No NAP No 24,712 sf Archon 135 No No NAP No 12800 sf GCFP 136 No No NAP No 14513 sf GCFP 137 No No NAP No 40 Units GCFP 138 No No NAP No 10908 sf GCFP 139 No No NAP No 25 Units Archon 140 No No NAP No 9672 sf GCFP 141 No No NAP No 35942 sf GCFP 142 No No NAP No 7844 sf GCFP
GCCFC 05-GG3 Loan ID GCFP Control_Number GCFP Loan ID Loan Name 3 04-0773 04-0773 1440 Broadway 8 04-0662 04-0662 Shops at Wailea 9 04-0975 04-0975 Waikiki Galleria 10 04-1136 04-1136 Place Properties Portfolio 10.01 04-1136 04-1136 Clayton Place 10.02 04-1136 04-1136 River Place 10.03 04-1136 04-1136 Jacksonville Place 10.04 04-1136 04-1136 Troy Place 10.05 04-1136 04-1136 Martin Place 10.06 04-1136 04-1136 Cape Place 10.07 04-1136 04-1136 Clemson Place 10.08 04-1136 04-1136 Macon Place 10.09 04-1136 04-1136 Murray Place 11 04-1007 04-1007 1700 Market Street 12 04-0140 04-0140 2040 Main Street 14 04-1247 04-1247 1370 Avenue of the Americas 15 04-1228 04-1228 One South Street 16 04-0744 04-0744 South Park Mall 17 04-0449 04-0449 Village at Orange 18 04-0826 04-0826 Mayfaire Town Center 19 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio 19.01 04-0829 04-0829 Park Tower 19.02 04-0829 04-0829 801 Civic Center Drive 19.03 04-0829 04-0829 Transit Tower 21 04-1347 04-1347 Hilton Nashville Downtown 22 04-1143 04-1143 3100 Thornton 24 04-1435 04-1435 Olathe Station 26 04-0917 04-0917 Executive Campus 27 04-0551 04-0551 1341 G Street 29 04-1086 04-1086 Hyatt Regency Albuquerque 32 04-1059 04-1059 Irvine Technology Center-I 33 04-0276 04-0276 2470 Highcrest Road 34 04-1229 04-1229 Lee Farm Corporate Center 35 04-1085 04-1085 Mills Pointe/Arapahoe Village Portfolio 35.01 04-1085 04-1085 Mills Pointe 35.02 04-1085 04-1085 Arapaho Village 36 03-0873 03-0873 St Louis Place 37 04-1158 04-1158 Portofino Plaza 38 04-0904 04-0904 500 East 84th Avenue 39 04-1157 04-1157 Piazza Del Sol 40 04-0787 04-0787 Hotel Burnham 41 04-0862 04-0862 Magnolia Village 43 04-0948 04-0948 Capitol Center 44 04-0809 04-0809 Seattle Tower 46 04-0945 04-0945 New Loudon Center 48 04-0522 04-0522 North Mountain Village Apartments 49 04-1290 04-1290 Prospect Place Office 50 04-0889 04-0889 Radisson Metrodome 51 04-0778 04-0778 Waynechester Plaza 52 04-0747 04-0747 Dack Portfolio 52.01 04-0747 04-0747 Energy Park I & II 52.02 04-0747 04-0747 Maryland Way 53 04-0731 04-0731 711 Atlantic Avenue 54 04-0857 04-0857 The Plaza at Encinitas Ranch 57 04-0794 04-0794 Fremont Moreno Center 58 04-0311 04-0311 Pleasant Valley 65 04-1205 04-1205 Northfield Commons 66 04-0282 04-0282 Fairfield Office Portfolio 66.01 04-0282 04-0282 777 Commerce Drive 66.02 04-0282 04-0282 1375 Kings Highway East 68 04-1073 04-1073 1420 Harbor Bay Parkway 69 04-0970 04-0970 Hampton Inn Camarillo 72 04-0928 04-0928 Pasadena Collection 73 04-1255 04-1255 Towneplace Suites by Marriott, San Jose 75 04-0648 04-0648 Eastwind Shopping Center 79 04-1142 04-1142 Quail Vista 82 04-1282 04-1282 Polaris Retail Center 89 04-1234 04-1234 Eagle Mountain Shopping Center 91 04-0730 04-0730 6312 Nagle Avenue 92 04-1263 04-1263 Laguna Plaza 93 04-0937 04-0937 Pacific Pointe 96 04-0029 04-0029 Sopra Centre 99 04-0776 04-0776 Corporate Exchange Center 100 04-0982 04-0982 100 Bank Street 106 04-1043 04-1043 Smart & Final Center 108 04-1185 04-1185 Peachtree City Marketplace 111 04-0738 04-0738 Quail Corners South 112 04-0997 04-0997 Rockwest I 115 04-1140 04-1140 Parkway Commons Office Building 117 04-0944 04-0944 Vestridge Commons 118 03-0617 03-0617 Eastgate Center 121 03-0655 03-0655 Northpark One 124 04-1135 04-1135 Walgreens Pleasant Hill 126 04-0737 04-0737 Quail Corners South - Phase III 127 04-1265 04-1265 Arbo Portfolio 127.01 04-1265 04-1265 440 West 5th Street 127.02 04-1265 04-1265 1254 East 1st Street 130 04-0620 04-0620 Wood River Mini Storage 133 04-0733 04-0733 Plaza El Portal 135 04-1078 04-1078 Clearview Parkway Shopping Center 136 04-1115 04-1115 Brookside Building 137 04-0906 04-0906 826 South Hobart Boulevard 138 04-0816 04-0816 CVS, Lancaster 140 04-0740 04-0740 Quail Court 141 04-0909 04-0909 12407 Sowden Road 142 04-0736 04-0736 689 Sierra Rose Drive 3-C 04-0773 04-0773 1440 Broadway 8-C 04-0662 04-0662 Shops at Wailea 12-C 04-0140 04-0140 2040 Main Street 14-C 04-1247 04-1247 1370 Avenue of the Americas 19-C 04-0829 04-0829 Birtcher/Charlesbank Office Portfolio GCCFC 05-GG3 Loan ID Property Name General Property Type Detailed Property Type 3 1440 Broadway Office General Urban 8 Shops at Wailea Retail Regional Mall 9 Waikiki Galleria Office General Urban 10 Place Properties Portfolio 10.01 Clayton Place Multifamily Student Housing 10.02 River Place Multifamily Student Housing 10.03 Jacksonville Place Multifamily Student Housing 10.04 Troy Place Multifamily Student Housing 10.05 Martin Place Multifamily Student Housing 10.06 Cape Place Multifamily Student Housing 10.07 Clemson Place Multifamily Student Housing 10.08 Macon Place Multifamily Student Housing 10.09 Murray Place Multifamily Student Housing 11 1700 Market Street Office General Urban 12 2040 Main Street Office General Suburban 14 1370 Avenue of the Americas Office General Urban 15 One South Street Office General Urban 16 South Park Mall Retail Regional Mall 17 Village at Orange Retail Regional Mall 18 Mayfaire Town Center Retail Regional Mall 19 Birtcher/Charlesbank Office Portfolio 19.01 Park Tower Office General Urban 19.02 801 Civic Center Drive Office General Urban 19.03 Transit Tower Office General Urban 21 Hilton Nashville Downtown Hospitality Full Service 22 3100 Thornton Office General Suburban 24 Olathe Station Retail Anchored 26 Executive Campus Office General Suburban 27 1341 G Street Office General Urban 29 Hyatt Regency Albuquerque Hospitality Full Service 32 Irvine Technology Center-I Office R & D 33 2470 Highcrest Road Office General Suburban 34 Lee Farm Corporate Center Office General Suburban 35 Mills Pointe/Arapahoe Village Portfolio 35.01 Mills Pointe Retail Anchored 35.02 Arapaho Village Retail Anchored 36 St Louis Place Office General Urban 37 Portofino Plaza Office General Suburban 38 500 East 84th Avenue Office General Suburban 39 Piazza Del Sol Office General Urban 40 Hotel Burnham Hospitality Full Service 41 Magnolia Village Office General Urban 43 Capitol Center Office General Urban 44 Seattle Tower Office General Urban 46 New Loudon Center Retail Anchored 48 North Mountain Village Apartments Multifamily Garden 49 Prospect Place Office Office General Suburban 50 Radisson Metrodome Hospitality Full Service 51 Waynechester Plaza Retail Anchored 52 Dack Portfolio 52.01 Energy Park I & II Office General Suburban 52.02 Maryland Way Office General Suburban 53 711 Atlantic Avenue Office General Urban 54 The Plaza at Encinitas Ranch Retail Shadow Anchored 57 Fremont Moreno Center Retail Unanchored 58 Pleasant Valley Office General Suburban 65 Northfield Commons Retail Anchored 66 Fairfield Office Portfolio 66.01 777 Commerce Drive Office General Suburban 66.02 1375 Kings Highway East Office General Suburban 68 1420 Harbor Bay Parkway Office General Suburban 69 Hampton Inn Camarillo Hospitality Limited Service 72 Pasadena Collection Retail Unanchored 73 Towneplace Suites by Marriott, San Jose Hospitality Limited Service 75 Eastwind Shopping Center Retail Anchored 79 Quail Vista Industrial Warehouse 82 Polaris Retail Center Retail Anchored 89 Eagle Mountain Shopping Center Retail Anchored 91 6312 Nagle Avenue Retail Shadow Anchored 92 Laguna Plaza Retail Unanchored 93 Pacific Pointe Office General Urban 96 Sopra Centre Office General Urban 99 Corporate Exchange Center Office General Suburban 100 100 Bank Street Office General Urban 106 Smart & Final Center Retail Anchored 108 Peachtree City Marketplace Retail Anchored 111 Quail Corners South Office General Suburban 112 Rockwest I Retail Unanchored 115 Parkway Commons Office Building Office General Suburban 117 Vestridge Commons Retail Unanchored 118 Eastgate Center Retail Anchored 121 Northpark One Office General Suburban 124 Walgreens Pleasant Hill Retail Single Tenant 126 Quail Corners South - Phase III Office General Suburban 127 Arbo Portfolio 127.01 440 West 5th Street Multifamily Garden 127.02 1254 East 1st Street Multifamily Garden 130 Wood River Mini Storage Self-Storage General, units only 133 Plaza El Portal Retail Unanchored 135 Clearview Parkway Shopping Center Retail Unanchored 136 Brookside Building Office General Suburban 137 826 South Hobart Boulevard Multifamily Conventional 138 CVS, Lancaster Retail Single Tenant 140 Quail Court Office General Suburban 141 12407 Sowden Road Industrial Warehouse 142 689 Sierra Rose Drive Office General Suburban 3-C 1440 Broadway 8-C Shops at Wailea 12-C 2040 Main Street 14-C 1370 Avenue of the Americas 19-C Birtcher/Charlesbank Office Portfolio GCCFC 05-GG3 Loan ID Address 3 1440 Broadway 8 3750 Wailea Alanui Drive 9 2222 and 2224 Kalakaua Avenue 10 10.01 5809 North Lake Drive 10.02 915 Lovvorn Road 10.03 331 Nisbet Street NW 10.04 100 Gibbs Street 10.05 237 West Peach Street 10.06 1710 North Sprigg Street 10.07 133 Clemson Place Circle 10.08 5091 Ivey Drive 10.09 1700 Lowes Drive 11 1700 Market Street 12 2040 Main Street 14 1370 Avenue of the Americas 15 One South Street 16 2310 SW Military Parkway 17 1500 East Village Way 18 Military Cutoff Road 19 19.01 200 Santa Ana Boulevard 19.02 801 Civic Center Drive 19.03 405 West 5th Street 21 121 Fourth Avenue South 22 3100 Thornton 24 15345 West 119th Street (P1); 12075 South Strang Line Road (P2) 26 3 Executive Campus 27 1341 G Street 29 330 Tijeras Avenue, NW 32 18871 Teller Avenue, 18872 & 18902 Bardeen Avenue, and 2525 & 2601 Campus Drive 33 2470 Highcrest Road 34 83 Wooster Heights Road 35 35.01 2810 E Trinity Mills Road 35.02 819 West Arapaho Road 36 200 North Broadway 37 1401 Ocean Avenue 38 500 East 84th Street 39 8439 West Sunset Boulevard 40 1 West Washington Street 41 6900 South McCarran Boulevard 43 919 Congress Avenue 44 1218 Third Avenue 46 873 New Loudon Road 48 3333 West Thunderbird Road 49 3111 S. Dixie Highway 50 615 Washington Avenue SE 51 1600-1660 Route 23 North 52 52.01 377 & 381 Riverside Drive 52.02 5300 Maryland Way 53 711 Atlantic Avenue 54 1560 Leucadia Boulevard 57 1241-1249 Third Street 58 2401 Pleasant Valley Road 65 2105 S. Boulevard West 66 66.01 777 Commerce Drive 66.02 1375 Kings Highway East 68 1420 Harbor Bay Parkway 69 50 West Daily Drive 72 175 S. Lake Avenue & 825 Cordova Street 73 440 Sarasota Avenue 75 2381 East Windmill Lane 79 4690 Longley Lane 82 8655 - 8671 Lyra Drive 89 14835 East Shea Boulevard 91 6312 Nagle Avenue 92 1130 and 1142 Fremont Boulevard 93 2108 North Pacific Street 96 110 East Atlantic Avenue 99 12502 - 12503 Exchange Drive 100 100 Bank Street 106 2828 West Thunderbird Road 108 225 Marketplace Connector 111 609, 615, 665 and 691 Sierra Rose Drive 112 1183-1207 Howell Mill Road 115 13900 North Portland Avenue 117 1360 Montgomery Highway 118 4001 Wake Forest Road 121 135 North Park Place 124 721 Gregory Lane 126 630, 670 and 690 Sierra Rose Drive 127 127.01 440 East 5th Street 127.02 1254 East 1st Street 130 11819 State Highway 75 133 3020 Santa Rosa Avenue 135 4301-4307 Clearview Parkway @ W. Esplanade 136 3461 Brookside Road 137 826 South Hobart Boulevard 138 1225 North Bluegrove Road 140 6770 South McCarran Boulevard 141 12407 Sowden Road 142 689 Sierra Rose Drive 3-C 8-C 12-C 14-C 19-C GCCFC 05-GG3 Loan ID City County State Zip Code Original Balance 3 New York New York New York 10018 $225,000,000 8 Wailea Maui Hawaii 96753 $112,000,000 9 Honolulu Honolulu Hawaii 96815 $100,000,000 10 $98,660,000 10.01 Morrow Clayton Georgia 30260 10.02 Carrollton Carroll Georgia 30117 10.03 Jacksonville Calhoun Alabama 36265 10.04 Troy Pike Alabama 36081 10.05 Martin Weakley Tennessee 38237 10.06 Cape Girardeau Cape Girardeau Missouri 63701 10.07 Clemson Pickens South Carolina 29631 10.08 Macon Bibb Georgia 31206 10.09 Murray Calloway Kentucky 42071 11 Philadelphia Philadelphia Pennsylvania 19103 $88,900,000 12 Irvine Orange California 92614 $76,000,000 14 New York New York New York 10019 $67,500,000 15 Baltimore Baltimore Maryland 21201 $65,000,000 16 San Antonio Bexar Texas 78224 $64,000,000 17 Orange Orange California 92865 $60,050,000 18 Wilmington New Hanover North Carolina 28405 $52,000,000 19 $48,200,000 19.01 Santa Ana Orange California 92701 19.02 Santa Ana Orange California 92701 19.03 Santa Ana Orange California 92701 21 Nashville Davidson Tennessee 37201 $36,000,000 22 Burbank Los Angeles California 91504 $35,700,000 24 Olathe Johnson Kansas 66062 $33,150,000 26 Cherry Hill Camden New Jersey 08002 $30,000,000 27 Washington District of Columbia District of Columbia 20005 $28,000,000 29 Albuquerque Bernalillo New Mexico 87102 $23,800,000 32 Irvine Orange California 92612 $21,000,000 33 Roseville Ramsey Minnesota 55113 $20,860,000 34 Danbury Fairfield Connecticut 06810 $20,250,000 35 $20,170,000 35.01 Carrollton Dallas Texas 75006 35.02 Richardson Dallas Texas 75080 36 St Louis St. Louis Missouri 63101 $20,000,000 37 Santa Monica Los Angeles California 90401 $19,480,000 38 Thornton Adams Colorado 80229 $19,000,000 39 West Hollywood Los Angeles California 90069 $17,520,000 40 Chicago Cook Illinois 60602 $17,400,000 41 Reno Washoe Nevada 89509 $17,200,000 43 Austin Travis Texas 78701 $16,500,000 44 Seattle King Washington 98101 $15,675,000 46 Latham Albany New York 12110 $15,000,000 48 Phoenix Maricopa Arizona 85053 $15,000,000 49 West Palm Beach Palm Beach Florida 33401 $14,800,000 50 Minneapolis Hennepin Minnesota 55414 $14,500,000 51 Wayne Passaic New Jersey 07470 $14,200,000 52 $14,000,000 52.01 Franklin Williamson Tennessee 37064 52.02 Brentwood Williamson Tennessee 37027 53 Boston Suffolk Massachusetts 02111 $13,750,000 54 Encinitas San Diego California 92024 $13,700,000 57 Santa Monica Los Angeles California 90401 $12,500,000 58 York York Pennsylvania 17402 $12,000,000 65 Troy Oakland Michigan 48098 $10,050,000 66 $10,000,000 66.01 Fairfield Fairfield Connecticut 06430 66.02 Fairfield Fairfield Connecticut 06430 68 Alameda Alameda California 94502 $9,500,000 69 Camarillo Ventura California 93010 $9,000,000 72 Pasadena Los Angeles California 91101 $8,630,000 73 San Jose Santa Clara California 95129 $8,600,000 75 Las Vegas Clark Nevada 89123 $8,450,000 79 Reno Washoe Nevada 89502 $8,000,000 82 Columbus Delaware Ohio 43240 $7,500,000 89 Fountain Hills Maricopa Arizona 85268 $6,650,000 91 Chicago Cook Illinois 60646 $6,446,000 92 Seaside Monterey California 93955 $6,342,000 93 Seattle King Washington 98103 $6,225,000 96 Delray Beach Palm Beach Florida 33444 $5,900,000 99 Stafford Fort Bend Texas 77477 $5,650,000 100 Burlington Chittenden Vermont 05401 $5,600,000 106 Phoenix Maricopa Arizona 85053 $4,900,000 108 Peachtree City Fayette Georgia 30269 $4,750,000 111 Reno Washoe Nevada 89511 $4,600,000 112 Atlanta Fulton Georgia 30318 $4,500,000 115 Oklahoma City Oklahoma Oklahoma 73134 $4,000,000 117 Vestavia Jefferson Alabama 35216 $3,850,000 118 Raleigh Wake North Carolina 27609 $3,800,000 121 Stockbridge Henry Georgia 30281 $3,550,000 124 Pleasant Hill Contra Costa California 94523 $3,400,000 126 Reno Washoe Nevada 89511 $3,000,000 127 $2,900,000 127.01 Long Beach Los Angeles California 90802 127.02 Long Beach Los Angeles California 90802 130 Hailey Blaine Idaho 83333 $2,700,000 133 Santa Rosa Sonoma California 95407 $2,598,000 135 Metairie Jefferson Louisiana 70006 $2,500,000 136 Stockton San Joaquin California 95219 $2,200,000 137 Los Angeles Los Angeles California 90005 $2,025,000 138 Lancaster Dallas Texas 75146 $2,000,000 140 Reno Washoe Nevada 89509 $1,425,000 141 Houston Harris Texas 77080 $1,125,000 142 Reno Washoe Nevada 89511 $1,125,000 3-C $15,000,000 8-C $8,000,000 12-C $12,000,000 14-C $82,500,000 19-C $48,200,000 Original Stated Gross Term to Remaining Original Original Cut-off Date Monthly Interest Maturity Term to Interest Amortization GCCFC 05-GG3 Loan ID Balance Debt Service Rate Seasoning (mos.) Maturity Only Term Term (mos.) 3 $225,000,000.00 $1,336,285.31 5.9120% 0 120 120 36 360 8 $112,000,000.00 $682,335.54 6.1500% 4 120 116 59 360 9 $100,000,000.00 $575,656.40 5.6250% 2 120 118 47 360 10 $98,660,000.00 $536,745.80 6.4390% 2 60 58 60 NA 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 11 $88,900,000.00 $496,153.06 5.3450% 3 84 81 48 360 12 $75,776,163.02 $490,411.26 6.7000% 4 120 116 0 360 14 $67,500,000.00 $700,343.75 5.5260% 2 120 118 120 NA 15 $65,000,000.00 $370,900.13 5.5450% 2 120 118 24 360 16 $64,000,000.00 $394,569.47 5.8800% 4 120 116 59 324 17 $60,050,000.00 $278,037.06 5.4800% 3 84 81 84 NA 18 $52,000,000.00 $304,151.95 5.7710% 1 120 119 12 360 19 $48,200,000.00 $312,816.54 6.7560% 6 84 78 24 360 19.01 19.02 19.03 21 $35,896,706.86 $218,926.77 5.4000% 2 120 118 0 300 22 $35,700,000.00 $199,576.20 5.3600% 2 120 118 7 360 24 $33,150,000.00 $180,599.43 5.1300% 1 84 83 48 360 26 $30,000,000.00 $182,089.20 6.1150% 1 120 119 24 360 27 $28,000,000.00 $169,226.25 6.0750% 5 120 115 60 360 29 $23,694,569.16 $145,386.31 5.4460% 3 84 81 0 300 32 $21,000,000.00 $128,346.07 6.1800% 2 120 118 24 360 33 $20,679,031.01 $114,544.53 5.2000% 8 120 112 0 360 34 $20,215,329.01 $119,928.80 5.8860% 2 120 118 0 360 35 $20,170,000.00 $112,381.01 5.3300% 2 120 118 24 360 35.01 35.02 36 $19,877,689.35 $120,914.89 6.0780% 7 84 77 0 360 37 $19,480,000.00 $108,657.73 5.3400% 2 120 118 24 360 38 $19,000,000.00 $109,110.95 5.6030% 1 60 59 24 360 39 $17,520,000.00 $97,725.03 5.3400% 2 120 118 24 360 40 $17,360,516.87 $118,575.62 6.6000% 2 120 118 0 300 41 $17,144,612.00 $107,024.54 6.3500% 4 120 116 0 360 43 $16,472,187.03 $98,353.72 5.9460% 2 84 82 0 360 44 $15,675,000.00 $88,627.57 5.4620% 2 84 82 24 360 46 $15,000,000.00 $86,443.19 5.6350% 5 120 115 23 360 48 $14,937,314.07 $82,830.56 5.2500% 4 120 116 0 360 49 $14,800,000.00 $86,839.45 5.8000% 0 120 120 0 360 50 $14,406,706.35 $96,100.70 6.3000% 5 60 55 0 300 51 $14,200,000.00 $81,949.53 5.6480% 3 120 117 12 360 52 $14,000,000.00 $85,291.94 6.1500% 2 120 118 24 360 52.01 52.02 53 $13,689,093.11 $83,262.12 6.0930% 5 84 79 0 360 54 $13,631,695.90 $78,389.85 5.5700% 5 96 91 0 360 57 $12,454,689.81 $73,862.35 5.8650% 4 120 116 0 360 58 $11,964,671.51 $68,685.31 5.5730% 3 120 117 0 360 65 $10,040,511.62 $56,999.76 5.4900% 1 120 119 0 360 66 $10,000,000.00 $52,891.20 6.2600% 7 60 53 60 NA 66.01 66.02 68 $9,472,403.79 $54,729.35 5.6320% 3 84 81 0 360 69 $8,963,662.56 $57,833.18 5.9720% 3 120 117 0 300 72 $8,630,000.00 $48,137.38 5.3400% 1 120 119 24 360 73 $8,589,215.82 $55,884.01 6.0900% 1 120 119 0 300 75 $8,450,000.00 $50,933.97 6.0500% 5 84 79 48 360 79 $7,978,405.89 $47,707.18 5.9500% 3 120 117 0 360 82 $7,492,545.25 $41,554.75 5.2800% 1 120 119 0 360 89 $6,643,891.53 $38,176.25 5.6000% 1 120 119 0 360 91 $6,446,000.00 $40,534.20 6.3400% 2 84 82 12 348 92 $6,342,000.00 $36,168.50 5.5400% 0 120 120 0 360 93 $6,207,358.40 $36,287.87 5.7400% 3 120 117 0 360 96 $5,872,371.39 $34,806.52 5.8500% 5 84 79 0 360 99 $5,618,061.30 $33,090.41 5.7830% 6 120 114 0 360 100 $5,600,000.00 $33,118.96 5.8730% 4 120 116 24 360 106 $4,881,052.62 $28,098.98 5.5900% 4 120 116 0 360 108 $4,741,009.68 $26,940.18 5.4900% 2 120 118 0 360 111 $4,584,050.90 $27,727.37 6.0500% 4 120 116 0 360 112 $4,477,959.31 $25,975.61 5.6500% 5 120 115 0 360 115 $3,988,651.00 $23,304.81 5.7350% 3 120 117 0 360 117 $3,838,920.35 $22,279.59 5.6730% 3 120 117 0 360 118 $3,800,000.00 $19,745.49 6.1500% 7 60 53 60 NA 121 $3,536,754.86 $20,701.05 5.7430% 4 120 116 0 360 124 $3,397,088.41 $20,112.28 5.8750% 1 120 119 0 360 126 $2,986,578.72 $18,083.07 6.0500% 5 120 115 0 360 127 $2,897,463.50 $17,002.91 5.7930% 1 120 119 0 360 127.01 127.02 130 $2,682,156.89 $17,644.54 6.1500% 5 120 115 0 300 133 $2,586,800.55 $15,928.81 6.2100% 5 120 115 0 360 135 $2,495,174.08 $14,053.88 5.4100% 2 120 118 0 360 136 $2,191,433.69 $12,574.30 5.5600% 4 120 116 0 360 137 $2,015,158.82 $11,733.87 5.6850% 5 120 115 0 360 138 $1,991,921.16 $12,621.64 6.4850% 5 120 115 0 360 140 $1,419,034.82 $8,852.90 6.3350% 5 120 115 0 360 141 $1,120,740.09 $6,515.25 5.6800% 4 120 116 0 360 142 $1,119,978.60 $6,788.40 6.0600% 5 120 115 0 360 3-C $15,000,000.00 $1,336,285.31 5.9120% 0 120 120 36 360 8-C $8,000,000.00 $682,335.54 6.1500% 4 120 116 59 360 12-C $11,964,657.32 $490,411.26 6.7000% 4 120 116 0 360 14-C $82,500,000.00 $700,343.75 5.5260% 2 120 118 120 NA 19-C $48,200,000.00 $312,816.54 6.7560% 6 84 78 24 360 Remaining Interest Interest Accrual Only Remaining Method Master Primary Period Amortization (Actual/360 Administrative Servicing Servicing Ownership Interest GCCFC 05-GG3 Loan ID (mos.) Term (mos.) or 30/360) Fee Rate Fee Fee (Fee/Leasehold) 3 36 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 8 55 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 9 45 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 10 58 NA Actual/360 0.0206% 0.0100% 0.0100% 10.01 Fee Simple 10.02 Fee Simple 10.03 Fee Simple 10.04 Fee Simple 10.05 Fee Simple 10.06 Fee Simple 10.07 Fee Simple 10.08 Fee Simple 10.09 Fee Simple 11 45 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 12 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 14 118 NA Actual/360 0.0406% 0.0100% 0.0300% Fee Simple 15 22 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 16 55 324 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 17 81 NA Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 18 11 360 Actual/360 0.0506% 0.0100% 0.0400% Fee Simple 19 18 360 Actual/360 0.0206% 0.0100% 0.0100% 19.01 Fee Simple 19.02 Fee Simple / Leasehold 19.03 Leasehold 21 0 298 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 22 5 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 24 47 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 26 23 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 27 55 360 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple 29 0 297 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold 32 22 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 33 0 352 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 34 0 358 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 35 22 360 Actual/360 0.0206% 0.0100% 0.0100% 35.01 Fee Simple 35.02 Fee Simple 36 0 353 Actual/360 0.0706% 0.0100% 0.0600% Fee Simple 37 22 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 38 23 360 Actual/360 0.0206% 0.0100% 0.0100% Leasehold 39 22 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 40 0 298 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 41 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 43 0 358 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple / Leasehold 44 22 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 46 18 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 48 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 49 0 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 50 0 295 Actual/360 0.0206% 0.0100% 0.0100% Leasehold 51 9 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 52 22 360 Actual/360 0.0206% 0.0100% 0.0100% 52.01 Fee Simple 52.02 Fee Simple 53 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 54 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 57 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 58 0 357 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 65 0 359 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 66 53 NA Actual/360 0.0206% 0.0100% 0.0100% 66.01 Fee Simple 66.02 Fee Simple 68 0 357 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 69 0 297 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 72 23 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 73 0 299 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 75 43 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 79 0 357 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 82 0 359 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 89 0 359 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 91 10 348 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 92 0 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 93 0 357 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 96 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 99 0 354 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 100 20 360 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 106 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 108 0 358 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 111 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 112 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 115 0 357 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 117 0 357 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 118 53 NA Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 121 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 124 0 359 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 126 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 127 0 359 Actual/360 0.0206% 0.0100% 0.0100% 127.01 Fee Simple 127.02 Fee Simple 130 0 295 Actual/360 0.0906% 0.0100% 0.0800% Fee Simple 133 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 135 0 358 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 136 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 137 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 138 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 140 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 141 0 356 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 142 0 355 Actual/360 0.0206% 0.0100% 0.0100% Fee Simple 3-C 36 360 Actual/360 0.0100% 0.0000% 0.0100% 8-C 55 360 Actual/360 0.0100% 0.0000% 0.0100% 12-C 0 356 Actual/360 0.0100% 0.0000% 0.0100% 14-C 118 NA Actual/360 0.0300% 0.0000% 0.0300% 19-C 18 360 Actual/360 0.0100% 0.0000% 0.0100% Crossed With Other GCCFC 05-GG3 Loan ID Mortgage Loan Seller Originator Prepayment Type Loans (Crossed Group 3 GCFP GCFP Lockout/23_Defeasance/93_O%/4 NAP 8 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 9 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 10 GCFP GCFP Lockout/26_Defeasance/31_0%/3 NAP 10.01 NAP 10.02 NAP 10.03 NAP 10.04 NAP 10.05 NAP 10.06 NAP 10.07 NAP 10.08 NAP 10.09 NAP 11 GCFP GCFP Lockout/27_Defeasance/54_0%/3 NAP 12 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 14 GCFP Morgan Stanley Lockout/26_Defeasance/90_0%/4 NAP 15 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 16 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 17 GCFP GCFP Lockout/27_Defeasance/53_0%/4 NAP 18 GCFP GCFP Lockout/25_Defeasance/90_O%/5 NAP 19 GCFP GCFP Lockout/30_Defeasance/51_0%/3 NAP 19.01 NAP 19.02 NAP 19.03 NAP 21 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 22 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 24 GCFP GCFP Lockout/25_Defeasance/55_0%/4 NAP 26 GCFP GCFP Lockout/25_Defeasance/93_0%/2 NAP 27 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 29 GCFP GCFP Lockout/27_Defeasance/53_0%/4 NAP 32 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 33 GCFP GCFP Lockout/32_Defeasance/84_0%/4 NAP 34 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 35 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 35.01 NAP 35.02 NAP 36 GCFP GCFP Lockout/31_Defeasance/49_0%/4 NAP 37 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 38 GCFP GCFP Lockout/25_Defeasance/31_0%/4 NAP 39 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 40 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 41 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 43 GCFP GCFP Lockout/26_Defeasance/51_0%/7 NAP 44 GCFP GCFP Lockout/26_Defeasance/51_0%/7 NAP 46 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 48 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 49 GCFP GCFP Lockout/24_Defeasance/92_0%/4 NAP 50 GCFP GCFP Lockout/29_Defeasance/27_0%/4 NAP 51 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP 52 GCFP GCFP Lockout/26_Defeasance/91_0%/3 NAP 52.01 NAP 52.02 NAP 53 GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP 54 GCFP GCFP Lockout/29_Defeasance/63_0%/4 NAP 57 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 58 GCFP GCFP Lockout/27_Defeasance/86_0%/7 NAP 65 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 66 GCFP GCFP Lockout/31_Defeasance/25_0%/4 NAP 66.01 NAP 66.02 NAP 68 GCFP GCFP Lockout/27_Defeasance/54_0%/3 NAP 69 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP 72 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 73 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 75 GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP 79 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 82 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 89 GCFP GCFP Lockout/25_Defeasance/91_0%/4 NAP 91 GCFP GCFP Lockout/26_Defeasance/54_0%/4 NAP 92 GCFP GCFP Lockout/58_> YM or 1%/58_0%/4 NAP 93 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 96 GCFP GCFP Lockout/29_Defeasance/51_0%/4 NAP 99 GCFP GCFP Lockout/30_Defeasance/86_0%/4 NAP 100 GCFP GCFP Lockout/41_YM+1%/75_0%/4 NAP 106 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 108 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 111 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 112 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 115 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP 117 GCFP GCFP Lockout/27_Defeasance/89_0%/4 NAP 118 GCFP GCFP Lockout/31_Defeasance/25_0%/4 NAP 121 GCFP GCFP Lockout/28_Defeasance/88_0%/4 NAP 124 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 126 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 127 GCFP GCFP Lockout/25_Defeasance/92_0%/3 NAP 127.01 NAP 127.02 NAP 130 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 133 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 135 GCFP GCFP Lockout/26_Defeasance/90_0%/4 NAP 136 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 137 GCFP GCFP Lockout/29_Defeasance/86_0%/5 NAP 138 GCFP GCFP Lockout/29_Defeasance/87_0%/4 NAP 140 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 141 GCFP GCFP Lockout/28_Defeasance/89_0%/3 NAP 142 GCFP GCFP Lockout/59_> YM or 1%/57_0%/4 NAP 3-C 8-C 12-C 14-C 19-C
GCCFC 05-GG3 Loan ID GCFP Control_Number GCFP Loan ID Loan Name 1 00-1001130 00-1001130 North Star Mall 2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian 4 00-1001129 00-1001129 The Crescent 5 00-1001131 00-1001131 498 Seventh Avenue 6 00-1001132 00-1001132 Mall St. Matthews 7 09-0002005 09-0002005 Westin Kierland 13 00-1001133 00-1001133 Doral Arrowwood Hotel 20 09-0001999 09-0001999 Atlanta Decorative Arts Center 23 09-0001980 09-0001980 Lake Arrowhead Village 25 09-0001968 09-0001968 One Financial Plaza 28 09-0001954 09-0001954 FAA Building 30 09-0001950 09-0001950 Groton Estates 31 09-0001974 09-0001974 Champions of the West Tower 42 09-0002018 09-0002018 1355 Beverly Road 45 09-0002020 09-0002020 Marketplace at Kapolei 47 09-0002006 09-0002006 H.H. Gregg Retail Portfolio 47.01 09-0002006C 09-0002006C Clarksville Commons 47.02 09-0002006B 09-0002006B East Washington Street 47.03 09-0002006A 09-0002006A U.S. 31 South 55 09-0001973 09-0001973 University Plaza 56 09-0001985 09-0001985 Wells Fargo Building 59 09-0001951 09-0001951 25 Melville Road 60 09-0001981 09-0001981 Village Shopping Center 61 09-0001953 09-0001953 Casas Adobes Plaza 62 09-0001991 09-0001991 Shoppes at Letson Farms 63 09-0002002 09-0002002 Bloomfield Park Gateway Center 64 09-0002012 09-0002012 Hollidaysburg Manor Apts 67 09-0001960 09-0001960 Prairie Glen Medical Office Buildings B and C 70 09-0001944 09-0001944 Toringdon II 71 09-0001912 09-0001912 Health Park 74 09-0002003 09-0002003 Sunset Plaza 76 09-0001992 09-0001992 Centra Point I 77 09-0001915 09-0001915 Intracorp Building 78 09-0001914 09-0001914 Walden Park 80 09-0002013 09-0002013 Westwood Plaza 81 09-0001956 09-0001956 Northdale Plaza 83 09-0002004 09-0002004 Robert Morris Building 84 09-0001936 09-0001936 The Highlands of East Ellijay 85 09-0001947 09-0001947 Fleetwood Office Park 86 09-0001977 09-0001977 Bayshore Center 87 09-0001959 09-0001959 Prairie Glen Medical Office Building A 88 09-0001997 09-0001997 Highlands Shopping Center 90 09-0001922 09-0001922 Rivers Bend East 94 09-0001988 09-0001988 5000 Blazer Memorial Parkway 95 09-0002008 09-0002008 Tracy Plaza Four 97 09-0001993 09-0001993 Centra Point V 98 09-0001969 09-0001969 Harbor Medical Office 101 09-0002011 09-0002011 Ruffin Road Industrial 102 09-0001957 09-0001957 6801 Building 103 09-0001987 09-0001987 9480 Warner Ave 104 09-0001998 09-0001998 Pell City Shopping Center 105 09-0002007 09-0002007 Trinity Corporate Park 107 09-0001996 09-0001996 Milestone Shopping Center 109 09-0002019 09-0002019 Palmer Park Shopping Center 110 09-0001942 09-0001942 Bond Street Office 113 09-0001952 09-0001952 Westpoint Industrial 114 09-0002009 09-0002009 Wednesbury Medical Office 116 09-0002024 09-0002024 Southpointe Plaza 119 09-0001976 09-0001976 Grove Medical Center 120 09-0001971 09-0001971 Mountain View Plaza 122 09-0001995 09-0001995 Smoky Hill Shopping Center 123 09-0001958 09-0001958 5700 Building 125 09-0001975 09-0001975 Hartland Village Shopping Center 128 09-0001948 09-0001948 Montgomery Crossing SC 129 09-0001972 09-0001972 Safeway Store - Pueblo West 131 09-0001970 09-0001970 Lowe's Plaza Shopping Center 132 09-0001989 09-0001989 Village at Ontario Center 134 09-0002014 09-0002014 Anderson Crossing Shopping Center 139 09-0001979 09-0001979 Prairie Towne Square Apartments 2-C 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian 70-C 09-0001944 09-0001944 Toringdon II GCCFC 05-GG3 Loan ID Property Name General Property Type Detailed Property Type 1 North Star Mall Retail Regional Mall 2 Grand Canal Shoppes at the Venetian Retail Regional Mall 4 The Crescent Office General Urban 5 498 Seventh Avenue Office General Urban 6 Mall St. Matthews Retail Regional Mall 7 Westin Kierland Hospitality Full Service 13 Doral Arrowwood Hotel Hospitality Full Service 20 Atlanta Decorative Arts Center Office General Urban 23 Lake Arrowhead Village Retail Anchored 25 One Financial Plaza Office General Urban 28 FAA Building Office General Suburban 30 Groton Estates Multifamily Garden 31 Champions of the West Tower Office General Suburban 42 1355 Beverly Road Office General Suburban 45 Marketplace at Kapolei Retail Shadow Anchored 47 H.H. Gregg Retail Portfolio 47.01 Clarksville Commons Retail Anchored 47.02 East Washington Street Retail Anchored 47.03 U.S. 31 South Retail Anchored 55 University Plaza Retail Anchored 56 Wells Fargo Building Office General Urban 59 25 Melville Road Office General Suburban 60 Village Shopping Center Retail Anchored 61 Casas Adobes Plaza Retail Anchored 62 Shoppes at Letson Farms Retail Anchored 63 Bloomfield Park Gateway Center Retail Anchored 64 Hollidaysburg Manor Apts Multifamily Garden 67 Prairie Glen Medical Office Buildings B and C Office Medical 70 Toringdon II Office General Suburban 71 Health Park Office Medical 74 Sunset Plaza Retail Shadow Anchored 76 Centra Point I Office General Suburban 77 Intracorp Building Office General Urban 78 Walden Park Retail Shadow Anchored 80 Westwood Plaza Retail Shadow Anchored 81 Northdale Plaza Office General Suburban 83 Robert Morris Building Office General Urban 84 The Highlands of East Ellijay Retail Anchored 85 Fleetwood Office Park Office General Suburban 86 Bayshore Center Office General Urban 87 Prairie Glen Medical Office Building A Office Medical 88 Highlands Shopping Center Retail Shadow Anchored 90 Rivers Bend East Office General Suburban 94 5000 Blazer Memorial Parkway Office General Suburban 95 Tracy Plaza Four Retail Anchored 97 Centra Point V Office General Suburban 98 Harbor Medical Office Office General Suburban 101 Ruffin Road Industrial Industrial Industrial 102 6801 Building Office General Suburban 103 9480 Warner Ave Retail Anchored 104 Pell City Shopping Center Retail Shadow Anchored 105 Trinity Corporate Park Office General Urban 107 Milestone Shopping Center Retail Shadow Anchored 109 Palmer Park Shopping Center Retail Shadow Anchored 110 Bond Street Office Office General Suburban 113 Westpoint Industrial Industrial Warehouse 114 Wednesbury Medical Office Office Medical 116 Southpointe Plaza Retail Shadow Anchored 119 Grove Medical Center Office Medical 120 Mountain View Plaza Retail Shadow Anchored 122 Smoky Hill Shopping Center Retail Shadow Anchored 123 5700 Building Office General Suburban 125 Hartland Village Shopping Center Retail Shadow Anchored 128 Montgomery Crossing SC Retail Shadow Anchored 129 Safeway Store - Pueblo West Retail Anchored 131 Lowe's Plaza Shopping Center Retail Shadow Anchored 132 Village at Ontario Center Retail Shadow Anchored 134 Anderson Crossing Shopping Center Retail Shadow Anchored 139 Prairie Towne Square Apartments Multifamily Conventional 2-C Grand Canal Shoppes at the Venetian 70-C Toringdon II GCCFC 05-GG3 Loan ID Address City County 1 7400 San Pedro Avenue San Antonio Bexar 2 3355 Las Vegas Boulevard South Las Vegas Clark 4 100-300 and 500 Crescent Court Dallas Dallas 5 498 Seventh Avenue New York New York 6 5000 Shelbyville Road Louisville Jefferson 7 6902 East Greenway Parkway Phoenix Maricopa 13 975 Anderson Hill Road Rye Brook Westchester 20 349-351 Peachtree Hills Avenue Atlanta Fulton 23 28200 Highway 189 Lake Arrowhead San Bernardino 25 501 North Broadway St. Louis Saint Louis City 28 2300 East Devon Road Des Plaines Cook 30 260 Shennecossett Rd Groton New London 31 12264 El Camino Real San Diego San Diego 42 1355 Beverly Road McLean Fairfax 45 590 Farrington Highway Kapolei Honolulu 47 47.01 1050 East Highway 131 Clarksville Clark 47.02 10101 East Washington Street Indianapolis Marion 47.03 8921 U.S. Highway 31 South Indianapolis Marion 55 5850 University Drive Huntsville Madison 56 200 South Virginia Street Reno Washoe 59 25 Melville Park Road Melville Suffolk 60 1001 North Miami Boulevard Durham Durham 61 7001-7151 North Oracle Road Tucson Pima 62 4750 Eastern Valley Road Bessemer Jefferson 63 2055-2097 Telegraph Road Bloomfield Hills Oakland 64 17 Clover Drive Hollidaysburg Blair 67 2551 and 2591 Compass Road Glenview Cook 70 3430 Toringdon Way Charlotte Mecklenburg 71 1651 Gunbarrel Road Chattanooga Hamilton 74 1000-1152 Sunset Road Henderson Clark 76 8363 West Sunset Road Las Vegas Clark 77 2505 Second Avenue Seattle King 78 10900 Lakeline Mall Drive Austin Williamson 80 542 Bypass 72 NW Greenwood Greenwood 81 3903 Northdale Boulevard Tampa Hillsborough 83 100 North 17th Street Philadelphia Philadelphia 84 88 Highland Crossing East Ellijay Gilmer 85 3275, 3279, 3281 & 3285 Veterans Memorial Highway Ronkonkoma Suffolk 86 2907-2909 West Bay to Bay Boulevard Tampa Hillsborough 87 2501 Compass Road Glenview Cook 88 9555 South University Boulevard Highlands Ranch Douglas 90 13203 North Enon Church Road Chester Chesterfield 94 5000 Blazer Memorial Parkway Dublin Franklin 95 2886-2888 West Grant Line Road Tracy San Joaquin 97 8395 West Sunset Road Las Vegas Clark 98 2720 North Harbor Boulevard Fullerton Orange 101 3949 & 3959 Ruffin Road Kearny Mesa San Diego 102 6801 Lake Worth Road Lake Worth Palm Beach 103 9380 - 9480 Warner Avenue and 17075 Bushard Street Fountain Valley Orange 104 41-89 Vaughan Lane Pell City Saint Clair 105 1500 Sunday Drive Raleigh Wake 107 62 & 188 Founders Parkway Castle Rock Douglas 109 1580 Space Center Drive Colorado Springs El Paso 110 31600-31700 West Thirteen Mile Road Farmington Hills Oakland 113 6001 Hiatus Road Tamarac Broward 114 8200 Wednesbury Lane Houston Harris 116 3209 Deans Bridge Road Augusta Richmond 119 4160 Route 83 Long Grove Lake 120 US Highway 220 and Commonwealth Boulevard Martinsville Martinsville City 122 19731 Smoky Hill Road Centennial Arapahoe 123 5700 & 5702 Lake Worth Road Greenacres Palm Beach 125 4750 Hartland Parkway Lexington Fayette 128 157 Montgomery Crossing Biscoe Montgomery 129 1017 North Marketplace Pueblo West Pueblo 131 3601 Old Halifax Road South Boston Halifax 132 4275 East Concours Ontario San Bernardino 134 1244-1296 Anderson Crossing Drive Lawrenceburg Anderson 139 3025 Triumph Drive Sun Prarie Dane 2-C 70-C GCCFC 05-GG3 Loan ID State Zip Code Original Balance Cut-off Date Balance Monthly Debt Service 1 Texas 78216 $251,000,000 $250,391,107.83 $1,261,361.78 2 Nevada 89109 $237,000,000 $234,752,792.07 $2,235,161.95 4 Texas 75201 $214,770,000 $214,770,000.00 $907,303.82 5 New York 10018 $181,500,000 $181,500,000.00 $772,887.50 6 Kentucky 40207 $155,000,000 $154,827,634.22 $813,699.81 7 Arizona 85254 $135,000,000 $135,000,000.00 $579,437.50 13 New York 10573 $75,000,000 $75,000,000.00 $492,436.57 20 Georgia 30305 $48,000,000 $48,000,000.00 $250,680.14 23 California 92352 $34,500,000 $34,500,000.00 $199,801.09 25 Missouri 63102 $30,750,000 $30,750,000.00 $142,375.35 28 Illinois 60018 $26,000,000 $25,679,805.13 $187,775.12 30 Connecticut 06340 $22,000,000 $22,000,000.00 $130,490.03 31 California 92130 $21,200,000 $21,200,000.00 $121,037.16 42 Virginia 22101 $16,800,000 $16,800,000.00 $94,127.54 45 Hawaii 96707 $15,400,000 $15,400,000.00 $84,372.92 47 $15,000,000 $14,985,090.50 $83,109.50 47.01 Indiana 47129 47.02 Indiana 46229 47.03 Indiana 46227 55 Alabama 35806 $13,500,000 $13,500,000.00 $77,075.55 56 Nevada 89501 $12,750,000 $12,750,000.00 $70,248.11 59 New York 11747 $11,750,000 $11,750,000.00 $67,084.28 60 North Carolina 27703 $11,440,000 $11,440,000.00 $64,525.05 61 Arizona 85704 $11,300,000 $11,300,000.00 $51,747.20 62 Alabama 35111 $11,200,000 $11,200,000.00 $63,101.35 63 Michigan 48302 $11,200,000 $11,189,840.70 $64,650.41 64 Pennsylvania 16648 $10,320,000 $10,320,000.00 $57,564.05 67 Illinois 60026 $9,800,000 $9,791,662.06 $58,127.38 70 North Carolina 28277 $8,850,000 $8,850,000.00 $53,060.22 71 Tennessee 37421 $8,700,000 $8,700,000.00 $39,326.22 74 Nevada 89014 $8,500,000 $8,500,000.00 $52,004.72 76 Nevada 89113 $8,415,000 $8,415,000.00 $47,410.52 77 Washington 98121 $8,200,000 $8,200,000.00 $35,334.03 78 Texas 78717 $8,100,000 $8,100,000.00 $45,838.56 80 South Carolina 29649 $7,620,000 $7,620,000.00 $42,314.22 81 Florida 33624 $7,600,000 $7,564,410.61 $44,835.51 83 Pennsylvania 19103 $7,280,000 $7,280,000.00 $29,831.99 84 Georgia 30540 $7,100,000 $7,100,000.00 $42,031.61 85 New York 11779 $7,000,000 $7,000,000.00 $32,942.94 86 Florida 33629 $7,000,000 $7,000,000.00 $39,877.08 87 Illinois 60026 $6,800,000 $6,794,214.50 $40,333.28 88 Colorado 80126 $6,750,000 $6,750,000.00 $37,190.18 90 Virginia 23836 $6,500,000 $6,500,000.00 $37,602.55 94 Ohio 43017 $6,120,000 $6,096,114.92 $34,940.92 95 California 95304 $6,000,000 $6,000,000.00 $33,654.41 97 Nevada 89113 $5,800,000 $5,800,000.00 $32,677.48 98 California 92835 $5,700,000 $5,700,000.00 $33,991.36 101 California 92123 $5,600,000 $5,600,000.00 $30,681.06 102 Florida 33467 $5,500,000 $5,471,034.62 $30,610.10 103 California 92708 $5,185,000 $5,130,916.57 $42,586.21 104 Alabama 35125 $5,050,000 $5,039,643.81 $27,605.45 105 North Carolina 27607 $5,000,000 $4,992,186.40 $28,996.93 107 Colorado 80104 $4,850,000 $4,850,000.00 $26,721.83 109 Colorado 80915 $4,700,000 $4,695,098.98 $25,460.91 110 Michigan 48334 $4,700,000 $4,673,474.18 $27,547.47 113 Florida 33321 $4,000,000 $4,000,000.00 $23,904.92 114 Texas 77074 $4,000,000 $4,000,000.00 $22,386.38 116 Georgia 30906 $3,920,000 $3,920,000.00 $21,938.66 119 Illinois 60047 $3,750,000 $3,750,000.00 $17,362.85 120 Virginia 24112 $3,575,000 $3,575,000.00 $20,523.32 122 Colorado 80015 $3,500,000 $3,500,000.00 $19,283.80 123 Florida 33463 $3,450,000 $3,431,830.81 $19,200.88 125 Kentucky 40515 $3,050,000 $3,040,871.46 $17,317.56 128 North Carolina 27209 $2,880,000 $2,880,000.00 $17,304.11 129 Colorado 81007 $2,770,000 $2,720,901.58 $22,559.78 131 Virginia 24592 $2,600,000 $2,600,000.00 $14,893.28 132 California 91764 $2,600,000 $2,592,732.77 $15,255.58 134 Kentucky 40342 $2,550,000 $2,544,919.26 $14,128.61 139 Wisconsin 53590 $1,850,000 $1,850,000.00 $10,937.54 2-C $190,000,000 $188,198,440.84 $2,235,161.95 70-C $8,850,000 $8,850,000.00 $53,060.22 Stated Remaining Original Remaining Original Interest Gross Term to Term to Interest Original Only GCCFC 05-GG3 Interest Maturity Maturity Only Term Amortization Period Loan ID Rate Seasoning (mos.) (mos.) (mos.) Term (mos.) (mos.) 1 4.4300% 2 61 59 0 360 0 2 4.7800% 8 59 51 0 360 0 4 5.0000% 2 83 81 83 NA 81 5 5.0400% 1 60 59 60 NA 59 6 4.8050% 1 60 59 0 360 0 7 5.0800% 2 60 58 60 NA 58 13 6.2000% 0 120 120 0 300 0 20 4.7600% 3 60 57 24 360 21 23 5.6800% 4 120 116 36 360 32 25 5.4800% 5 60 55 60 NA 55 28 6.1000% 6 240 234 0 240 0 30 5.9000% 5 120 115 12 360 7 31 5.5500% 4 120 116 24 360 20 42 5.3800% 1 120 119 24 360 23 45 5.1800% 0 120 120 24 360 24 47 5.2800% 1 120 119 0 360 0 47.01 47.02 47.03 55 5.5500% 4 120 116 12 360 8 56 5.2300% 3 84 81 24 360 21 59 5.5500% 4 120 116 18 360 14 60 5.4400% 3 120 117 12 360 9 61 5.4200% 4 60 56 60 NA 56 62 5.4300% 3 120 117 12 360 9 63 5.6500% 1 120 119 0 360 0 64 5.3400% 2 120 118 24 360 22 67 5.9000% 1 120 119 0 360 0 70 6.0000% 6 120 114 12 360 6 71 5.3500% 1 60 59 60 NA 59 74 6.1900% 7 120 113 60 360 53 76 5.4300% 3 120 117 24 360 21 77 5.1000% 5 60 55 60 NA 55 78 5.4700% 5 96 91 60 360 55 80 5.3000% 1 120 119 24 360 23 81 5.8500% 5 120 115 0 360 0 83 4.8500% 3 60 57 60 NA 57 84 5.6300% 1 120 119 12 336 11 85 5.5700% 6 60 54 60 NA 54 86 5.5300% 2 120 118 12 360 10 87 5.9000% 1 120 119 0 360 0 88 5.2300% 2 120 118 24 360 22 90 5.6700% 8 120 112 18 360 10 94 5.5500% 4 120 116 0 360 0 95 5.3900% 1 120 119 24 360 23 97 5.4300% 3 120 117 24 360 21 98 5.9500% 5 84 79 24 360 19 101 5.1800% 2 60 58 24 360 22 102 5.3200% 5 60 55 0 360 0 103 5.5800% 3 180 177 0 180 0 104 5.1600% 2 120 118 0 360 0 105 4.9200% 1 120 119 0 300 0 107 5.2300% 2 120 118 24 360 22 109 5.0800% 1 120 119 0 360 0 110 5.7900% 6 120 114 0 360 0 113 5.9700% 5 120 115 36 360 31 114 5.3700% 1 120 119 12 360 11 116 5.3700% 1 120 119 24 360 23 119 5.4800% 5 60 55 60 NA 55 120 5.6000% 5 120 115 24 360 19 122 5.2300% 2 120 118 24 360 22 123 5.3200% 5 60 55 0 360 0 125 5.5000% 3 120 117 0 360 0 128 6.0200% 6 120 114 12 360 6 129 5.4500% 5 180 175 0 180 0 131 5.5800% 5 120 115 24 360 19 132 5.8000% 3 120 117 0 360 0 134 5.2800% 2 120 118 0 360 0 139 5.8700% 4 120 116 12 360 8 2-C 4.7800% 8 59 51 0 360 0 70-C 6.0000% 6 120 114 12 360 6 Interest Accrual Remaining Method Master Primary GCCFC 05-GG3 Amortization (Actual/360 Administrative Servicing Servicing Loan ID Term (mos.) or 30/360) Fee Rate Fee Fee 1 358 Actual/360 0.0206% 0.0100% 0.0100% 2 352 Actual/360 0.0206% 0.0100% 0.0100% 4 NA Actual/360 0.0206% 0.0100% 0.0100% 5 NA Actual/360 0.0206% 0.0100% 0.0100% 6 359 Actual/360 0.0206% 0.0100% 0.0100% 7 NA Actual/360 0.0206% 0.0100% 0.0100% 13 300 Actual/360 0.0206% 0.0100% 0.0100% 20 360 Actual/360 0.0206% 0.0100% 0.0100% 23 360 Actual/360 0.0206% 0.0100% 0.0100% 25 NA Actual/360 0.0806% 0.0100% 0.0700% 28 234 Actual/360 0.0906% 0.0100% 0.0800% 30 360 Actual/360 0.0206% 0.0100% 0.0100% 31 360 Actual/360 0.0206% 0.0100% 0.0100% 42 360 Actual/360 0.0206% 0.0100% 0.0100% 45 360 Actual/360 0.0206% 0.0100% 0.0100% 47 359 Actual/360 0.0506% 0.0100% 0.0400% 47.01 47.02 47.03 55 360 Actual/360 0.0206% 0.0100% 0.0100% 56 360 Actual/360 0.0906% 0.0100% 0.0800% 59 360 Actual/360 0.0806% 0.0100% 0.0700% 60 360 Actual/360 0.0206% 0.0100% 0.0100% 61 NA Actual/360 0.0206% 0.0100% 0.0100% 62 360 Actual/360 0.0206% 0.0100% 0.0100% 63 359 Actual/360 0.0206% 0.0100% 0.0100% 64 360 Actual/360 0.0206% 0.0100% 0.0100% 67 359 Actual/360 0.0806% 0.0100% 0.0700% 70 360 Actual/360 0.0206% 0.0100% 0.0100% 71 NA Actual/360 0.0206% 0.0100% 0.0100% 74 360 Actual/360 0.0206% 0.0100% 0.0100% 76 360 Actual/360 0.0206% 0.0100% 0.0100% 77 NA Actual/360 0.0206% 0.0100% 0.0100% 78 360 Actual/360 0.0206% 0.0100% 0.0100% 80 360 Actual/360 0.0206% 0.0100% 0.0100% 81 355 Actual/360 0.0806% 0.0100% 0.0700% 83 NA Actual/360 0.0206% 0.0100% 0.0100% 84 336 Actual/360 0.0706% 0.0100% 0.0600% 85 NA Actual/360 0.0206% 0.0100% 0.0100% 86 360 Actual/360 0.0806% 0.0100% 0.0700% 87 359 Actual/360 0.0806% 0.0100% 0.0700% 88 360 Actual/360 0.0706% 0.0100% 0.0600% 90 360 Actual/360 0.0706% 0.0100% 0.0600% 94 356 Actual/360 0.0906% 0.0100% 0.0800% 95 360 Actual/360 0.0206% 0.0100% 0.0100% 97 360 Actual/360 0.0206% 0.0100% 0.0100% 98 360 Actual/360 0.0206% 0.0100% 0.0100% 101 360 Actual/360 0.0206% 0.0100% 0.0100% 102 355 Actual/360 0.0206% 0.0100% 0.0100% 103 177 Actual/360 0.0206% 0.0100% 0.0100% 104 358 Actual/360 0.0206% 0.0100% 0.0100% 105 299 Actual/360 0.0206% 0.0100% 0.0100% 107 360 Actual/360 0.0706% 0.0100% 0.0600% 109 359 Actual/360 0.0206% 0.0100% 0.0100% 110 354 Actual/360 0.0206% 0.0100% 0.0100% 113 360 Actual/360 0.0206% 0.0100% 0.0100% 114 360 Actual/360 0.0206% 0.0100% 0.0100% 116 360 Actual/360 0.0206% 0.0100% 0.0100% 119 NA Actual/360 0.0906% 0.0100% 0.0800% 120 360 Actual/360 0.0206% 0.0100% 0.0100% 122 360 Actual/360 0.0706% 0.0100% 0.0600% 123 355 Actual/360 0.0206% 0.0100% 0.0100% 125 357 Actual/360 0.0206% 0.0100% 0.0100% 128 360 Actual/360 0.0206% 0.0100% 0.0100% 129 175 Actual/360 0.0206% 0.0100% 0.0100% 131 360 Actual/360 0.0706% 0.0100% 0.0600% 132 357 Actual/360 0.0206% 0.0100% 0.0100% 134 358 Actual/360 0.0206% 0.0100% 0.0100% 139 360 Actual/360 0.0206% 0.0100% 0.0100% 2-C 352 Actual/360 0.0100% 0.0000% 0.0100% 70-C 360 Actual/360 0.0000% 0.0000% 0.0000% GCCFC 05-GG3 Ownership Interest Loan ID (Fee/Leasehold) Mortgage Loan Seller Originator 1 Fee Simple GSMC/Commerzbank Archon/Commerzbank 2 Fee Simple / Leasehold GSMC/Commerzbank Archon 4 Fee Simple GSMC Archon 5 Fee Simple GSMC Archon 6 Leasehold GSMC/Commerzbank Archon/Commerzbank 7 Fee Simple GSMC Archon 13 Fee Simple / Leasehold GSMC Archon 20 Fee Simple GSMC Archon 23 Fee Simple GSMC Archon 25 Fee Simple / Leasehold GSMC Archon 28 Fee Simple GSMC Archon 30 Fee Simple GSMC Archon 31 Fee Simple GSMC Archon 42 Fee Simple GSMC Archon 45 Leasehold GSMC Archon 47 GSMC Archon 47.01 Fee Simple 47.02 Fee Simple 47.03 Fee Simple 55 Fee Simple GSMC Archon 56 Fee Simple GSMC Archon 59 Fee Simple GSMC Archon 60 Fee Simple GSMC Archon 61 Fee Simple GSMC Archon 62 Fee Simple GSMC Archon 63 Fee Simple GSMC Archon 64 Fee Simple GSMC Archon 67 Fee Simple GSMC Archon 70 Fee Simple GSMC Archon 71 Fee Simple GSMC Archon 74 Fee Simple GSMC Archon 76 Fee Simple GSMC Archon 77 Fee Simple GSMC Archon 78 Fee Simple GSMC Archon 80 Fee Simple GSMC Archon 81 Fee Simple GSMC Archon 83 Fee Simple GSMC Archon 84 Fee Simple GSMC Archon 85 Fee Simple GSMC Archon 86 Fee Simple GSMC Archon 87 Fee Simple GSMC Archon 88 Fee Simple GSMC Archon 90 Fee Simple GSMC Archon 94 Fee Simple GSMC Archon 95 Fee Simple GSMC Archon 97 Fee Simple GSMC Archon 98 Fee Simple GSMC Archon 101 Fee Simple GSMC Archon 102 Fee Simple GSMC Archon 103 Fee Simple GSMC Archon 104 Fee Simple GSMC Archon 105 Fee Simple GSMC Archon 107 Fee Simple GSMC Archon 109 Fee Simple GSMC Archon 110 Fee Simple GSMC Archon 113 Fee Simple GSMC Archon 114 Fee Simple GSMC Archon 116 Fee Simple GSMC Archon 119 Fee Simple GSMC Archon 120 Fee Simple GSMC Archon 122 Fee Simple GSMC Archon 123 Fee Simple GSMC Archon 125 Fee Simple / Leasehold GSMC Archon 128 Fee Simple GSMC Archon 129 Fee Simple GSMC Archon 131 Fee Simple GSMC Archon 132 Fee Simple GSMC Archon 134 Fee Simple GSMC Archon 139 Fee Simple GSMC Archon 2-C 70-C GCCFC 05-GG3 Crossed With Other Loans Loan ID Prepayment Type (Crossed Group) 1 Lockout/26_Defeasance/28_0%/7 NAP 2 Lockout/32_Defeasance/22_0%/5 NAP 4 Lockout/26_>YM or 1% or Defeasance/53_0%/4 NAP 5 Lockout/25_Defeasance/31_0%/4 NAP 6 Lockout/25_Defeasance/28_0%/7 NAP 7 Lockout/26_>YM or 2%/21_>YM or 1%/9_0%/4 NAP 13 Lockout/24_Defeasance/92_0%/4 NAP 20 Lockout/27_Defeasance/29_0%/4 NAP 23 Lockout/28_Defeasance/88_0%/4 NAP 25 Lockout/29_Defeasance/27_0%/4 NAP 28 Lockout/30_Defeasance/185_0%/25 NAP 30 Lockout/29_Defeasance/87_0%/4 NAP 31 Lockout/28_Defeasance/88_0%/4 NAP 42 Lockout/25_Defeasance/91_0%/4 NAP 45 Lockout/24_Defeasance/92_0%/4 NAP 47 Lockout/25_Defeasance/91_0%/4 NAP 47.01 NAP 47.02 NAP 47.03 NAP 55 Lockout/28_Defeasance/88_0%/4 NAP 56 Lockout/27_Defeasance/52_0%/5 NAP 59 Lockout/28_Defeasance/88_0%/4 NAP 60 Lockout/27_Defeasance/89_0%/4 NAP 61 Lockout/28_Defeasance/28_0%/4 NAP 62 Lockout/27_Defeasance/89_0%/4 NAP 63 Lockout/25_Defeasance/91_0%/4 NAP 64 Lockout/26_Defeasance/90_0%/4 NAP 67 Lockout/25_Defeasance/91_0%/4 NAP 70 Lockout/30_Defeasance/86_0%/4 NAP 71 Lockout/25_Defeasance/31_0%/4 NAP 74 Lockout/31_Defeasance/85_0%/4 NAP 76 Lockout/27_>YM or 1%/89_0%/4 NAP 77 Lockout/29_Defeasance/27_0%/4 NAP 78 Lockout/29_>YM or 1% or Defeasance/63_0%/4 NAP 80 Lockout/25_Defeasance/91_0%/4 NAP 81 Lockout/29_Defeasance/87_0%/4 NAP 83 Lockout/27_Defeasance/29_0%/4 NAP 84 Lockout/25_Defeasance/91_0%/4 NAP 85 Lockout/30_Defeasance/26_0%/4 NAP 86 Lockout/26_Defeasance/90_0%/4 NAP 87 Lockout/25_Defeasance/91_0%/4 NAP 88 Lockout/26_Defeasance/90_0%/4 NAP 90 Lockout/32_Defeasance/84_0%/4 NAP 94 Lockout/28_Defeasance/88_0%/4 NAP 95 Lockout/25_Defeasance/91_0%/4 NAP 97 Lockout/27_>YM or 1%/89_0%/4 NAP 98 Lockout/29_Defeasance/51_0%/4 NAP 101 Lockout/26_Defeasance/30_0%/4 NAP 102 Lockout/29_Defeasance/27_0%/4 NAP 103 Lockout/27_Defeasance/149_0%/4 NAP 104 Lockout/26_Defeasance/90_0%/4 NAP 105 Lockout/25_Defeasance/91_0%/4 NAP 107 Lockout/26_Defeasance/90_0%/4 NAP 109 Lockout/25_Defeasance/91_0%/4 NAP 110 Lockout/30_Defeasance/86_0%/4 NAP 113 Lockout/29_Defeasance/87_0%/4 NAP 114 Lockout/25_Defeasance/91_0%/4 NAP 116 Lockout/25_Defeasance/91_0%/4 NAP 119 Lockout/29_Defeasance/27_0%/4 NAP 120 Lockout/29_Defeasance/87_0%/4 NAP 122 Lockout/26_Defeasance/90_0%/4 NAP 123 Lockout/29_Defeasance/27_0%/4 NAP 125 Lockout/27_Defeasance/89_0%/4 NAP 128 Lockout/30_Defeasance/86_0%/4 NAP 129 Lockout/29_>YM or 1%/147_0%/4 NAP 131 Lockout/29_Defeasance/87_0%/4 NAP 132 Lockout/27_Defeasance/89_0%/4 NAP 134 Lockout/26_Defeasance/90_0%/4 NAP 139 Lockout/28_Defeasance/88_0%/4 NAP 2-C 70-C
GCCFC 05-GG3 GCFP Loan ID Control_Number GCFP Loan ID Loan Name 1 00-1001130 00-1001130 North Star Mall 2 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian 6 00-1001132 00-1001132 Mall St. Matthews 2-C 09-1001118 09-1001118 Grand Canal Shoppes at the Venetian GCCFC 05-GG3 General Property Loan ID Property Name Type Detailed Property Type 1 North Star Mall Retail Regional Mall 2 Grand Canal Shoppes at the Venetian Retail Regional Mall 6 Mall St. Matthews Retail Regional Mall 2-C Grand Canal Shoppes at the Venetian GCCFC 05-GG3 Loan ID Address City County State Zip Code Original Balance 1 7400 San Pedro Avenue San Antonio Bexar Texas 78216 $251,000,000 2 3355 Las Vegas Boulevard South Las Vegas Clark Nevada 89109 $237,000,000 6 5000 Shelbyville Road Louisville Jefferson Kentucky 40207 $155,000,000 2-C $190,000,000 Stated Original Remaining Original Gross Term to Term to Interest Original GCCFC 05-GG3 Cut-off Date Monthly Interest Maturity Maturity Only Term Amortization Loan ID Balance Debt Service Rate Seasoning (mos.) (mos.) (mos.) Term (mos.) 1 $250,391,107.83 $1,261,361.78 4.4300% 2 61 59 0 360 2 $234,752,792.07 $2,235,161.95 4.7800% 8 59 51 0 360 6 $154,827,634.22 $813,699.81 4.8050% 1 60 59 0 360 2-C $188,198,440.84 $2,235,161.95 4.7800% 8 59 51 0 360 Remaining Interest Interest Accrual Only Remaining Method Master Primary GCCFC 05-GG3 Period Amortization (Actual/360 Administrative Servicing Servicing Loan ID (mos.) Term (mos.) or 30/360) Fee Rate Fee Fee 1 0 358 Actual/360 0.0206% 0.0100% 0.0100% 2 0 352 Actual/360 0.0206% 0.0100% 0.0100% 6 0 359 Actual/360 0.0206% 0.0100% 0.0100% 2-C 0 352 Actual/360 0.0100% 0.0000% 0.0100% GCCFC 05-GG3 Ownership Interest Loan ID (Fee/Leasehold) Mortgage Loan Seller Originator 1 Fee Simple GSMC/Commerzbank Archon/Commerzbank 2 Fee Simple / Leasehold GSMC/Commerzbank Archon 6 Leasehold GSMC/Commerzbank Archon/Commerzbank 2-C GCCFC 05-GG3 Crossed With Other Loan ID Prepayment Type Loans (Crossed Group) 1 Lockout/26_Defeasance/28_0%/7 NAP 2 Lockout/32_Defeasance/22_0%/5 NAP 6 Lockout/25_Defeasance/28_0%/7 NAP 2-C
SCHEDULE VII PRIMARY SERVICED LOANS 1370 Avenue of the Americas North Star Mall Mall St. Matthews The Crescent 498 Seventh Avenue Westin Kierland Doral Arrowwood Atlanta Decorative Arts Center Lake Arrowhead Village Groton Estates Champions of the West Tower 1355 Beverly Road Marketplace at Kapolei H.H. Gregg Retail Portfolio University Plaza Wells Fargo Building Village Shopping Center Casas Adobes Plaza Shoppes at Letson Farms Bloomfield Park Gateway Center Hollidaysburg Manor Apts Toringdon II Health Park Sunset Plaza Centra Point I Intracorp Building Walden Park Westwood Plaza Robert Morris Building The Highlands of East Ellijay Fleetwood Office Park Highlands Shopping Center Rivers Bend East Centra Point V Harbor Medical Office Ruffin Road Industrial 6801 Building 9480 Warner Ave Pell City Shopping Center Trinity Corporate Park Milestone Shopping Center Palmer Park Shopping Center Bond Street Office Westpoint Industrial Wednesbury Medical Office Southpointe Plaza Grove Medical Center Mountain View Plaza Smoky Hill Shopping Center 5700 Building Hartland Village Shopping Center Montgomery Cross SC Safeway Store-Pueblo West Lowe's Plaza Shopping Center Village at Ontario Center Anderson Crossing Shopping Center Prairie Towne Square Apartments SCHEDULE VIII CLASS A-AB PLANNED PRINCIPAL BALANCE SCHEDULE Period Month of Payment Date Balance ---------------- ------------------------ --------------- 1 March 2005 $159,047,000.00 2 April 2005 $159,047,000.00 3 May 2005 $159,047,000.00 4 June 2005 $159,047,000.00 5 July 2005 $159,047,000.00 6 August 2005 $159,047,000.00 7 September 2005 $159,047,000.00 8 October 2005 $159,047,000.00 9 November 2005 $159,047,000.00 10 December 2005 $159,047,000.00 11 January 2006 $159,047,000.00 12 February 2006 $159,047,000.00 13 March 2006 $159,047,000.00 14 April 2006 $159,047,000.00 15 May 2006 $159,047,000.00 16 June 2006 $159,047,000.00 17 July 2006 $159,047,000.00 18 August 2006 $159,047,000.00 19 September 2006 $159,047,000.00 20 October 2006 $159,047,000.00 21 November 2006 $159,047,000.00 22 December 2006 $159,047,000.00 23 January 2007 $159,047,000.00 24 February 2007 $159,047,000.00 25 March 2007 $159,047,000.00 26 April 2007 $159,047,000.00 27 May 2007 $159,047,000.00 28 June 2007 $159,047,000.00 29 July 2007 $159,047,000.00 30 August 2007 $159,047,000.00 31 September 2007 $159,047,000.00 32 October 2007 $159,047,000.00 33 November 2007 $159,047,000.00 34 December 2007 $159,047,000.00 35 January 2008 $159,047,000.00 36 February 2008 $159,047,000.00 37 March 2008 $159,047,000.00 38 April 2008 $159,047,000.00 39 May 2008 $159,047,000.00 40 June 2008 $159,047,000.00 41 July 2008 $159,047,000.00 42 August 2008 $159,047,000.00 43 September 2008 $159,047,000.00 44 October 2008 $159,047,000.00 45 November 2008 $159,047,000.00 46 December 2008 $159,047,000.00 47 January 2009 $159,047,000.00 48 February 2009 $159,047,000.00 49 March 2009 $159,047,000.00 50 April 2009 $159,047,000.00 51 May 2009 $159,047,000.00 52 June 2009 $159,047,000.00 53 July 2009 $159,047,000.00 54 August 2009 $159,047,000.00 55 September 2009 $159,047,000.00 56 October 2009 $159,047,000.00 57 November 2009 $159,047,000.00 58 December 2009 $159,047,000.00 59 January 2010 $156,099,678.86 60 February 2010 $153,770,676.31 61 March 2010 $150,524,212.84 62 April 2010 $148,167,431.47 63 May 2010 $145,497,865.34 64 June 2010 $143,116,059.49 65 July 2010 $140,422,154.98 66 August 2010 $138,015,077.73 67 September 2010 $135,596,020.88 68 October 2010 $132,865,886.72 69 November 2010 $130,421,190.95 70 December 2010 $127,666,120.81 71 January 2011 $125,195,533.13 72 February 2011 $122,712,648.16 73 March 2011 $119,326,498.79 74 April 2011 $116,814,366.36 75 May 2011 $113,993,708.36 76 June 2011 $111,455,018.33 77 July 2011 $108,608,530.84 78 August 2011 $106,069,208.26 79 September 2011 $103,565,220.66 80 October 2011 $100,812,930.53 81 November 2011 $98,324,066.37 82 December 2011 $95,750,836.07 83 January 2012 $93,472,113.67 84 February 2012 $91,223,182.73 85 March 2012 $88,470,782.80 86 April 2012 $86,196,869.90 87 May 2012 $83,666,293.71 88 June 2012 $81,368,387.71 89 July 2012 $78,814,475.97 90 August 2012 $76,492,339.56 91 September 2012 $54,365,813.30 92 October 2012 $51,810,063.59 93 November 2012 $49,481,869.70 94 December 2012 $46,902,500.37 95 January 2013 $44,549,781.02 96 February 2013 $42,185,306.94 97 March 2013 $39,093,916.41 98 April 2013 $36,702,161.99 99 May 2013 $34,060,973.75 100 June 2013 $31,644,064.60 101 July 2013 $28,978,410.91 102 August 2013 $26,536,098.01 103 September 2013 $24,081,580.72 104 October 2013 $21,379,349.42 105 November 2013 $18,899,056.09 106 December 2013 $16,171,755.04 107 January 2014 $13,665,430.48 108 February 2014 $11,146,580.27 109 March 2014 $7,915,053.41 110 April 2014 $5,367,444.69 111 May 2014 $2,574,672.69 112 June 2014 $0.00 -------------------------------------------------------------------------------- EXHIBIT A-1 FORM OF CLASS [A-1] [A-2] [A-3] [A-AB] [A-1-A] CERTIFICATE COMMERCIAL MORTGAGE TRUST 2005-GG3 CLASS [A-1] [A-2] [A-3] [A-AB] [A-1-A] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2005-GG3 This is one of a series of commercial mortgage pass-through certificates (collectively, the "Certificates"), issued in multiple classes (each, a "Class"), which series of Certificates evidences the entire beneficial ownership interest in a trust (the "Trust") whose assets consist primarily of a pool (the "Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage Loans") and one additional mortgage loan that will not be included in the Mortgage Pool, such pool being formed and sold by GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Pass-Through Rate: [___]% Initial Certificate Principal Balance of this Certificate as of the Closing Date: $____________ Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [A-1] February 10, 2005 [A-2] [A-3] [A-AB] [A-1-A] Certificates as of the Closing Date: $____________ Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the the Trust originated prior to February 1, 2005, Mortgage Pool as of the Cut-off Date, after its due date in February; and for any Mortgage deducting payments of principal due on or Loan included in the Trust that was originated before such date: $3,591,930,614 after February 1, 2005, its origination date. Closing Date: February 10, 2005 First Distribution Date: March 11, 2005 Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association Corporation Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V. Corporation Certificate No. [A-1] [A-2] [A-3] [A-AB] CUSIP No.: _____________ [A-1-A]-___
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the principal balance of this Certificate (its "Certificate Principal Balance") as of the Closing Date by the aggregate principal balance of all the Certificates of the same Class as this Certificate (their "Class Principal Balance") as of the Closing Date) in that certain beneficial ownership interest in the Trust evidenced by all the Certificates of the same Class as this Certificate. The Trust was created and the Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich Capital Commercial Funding Corp. as depositor (the "Depositor", which term includes any successor entity under the Agreement), GMAC Commercial Corporation as master servicer (the "Master Servicer", which term includes any successor entity under the Agreement), GMAC Commercial Corporation as special servicer (the "Special Servicer", which term includes any successor entity under the Agreement), LaSalle Bank National Association as trustee (the "Trustee", which term includes any successor entity under the Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the event of any conflict between any provision of this Certificate and any provision of the Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Pursuant to the terms of the Agreement, distributions will be made monthly, commencing in March 2005. During any given month, the payment date will be the 10th day of the month, or if such 10th day is not a Business Day, then the Business Day immediately following such 10th day, provided that the payment date will be at least 4 Business Days following the Determination Date (each, a "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (or, in the case of the first Distribution Date, at the close of business on the Closing Date specified above) ( in any event, the "Record Date"), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed pursuant to the Agreement on the applicable Distribution Date in respect of the Class of Certificates to which this Certificate belongs. All distributions made under the Agreement in respect of this Certificate will be made by the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Trustee with written wiring instructions no less than five (5) Business Days prior to (or, in the case of the first such distribution, on) the Record Date for such distribution (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions as well), or otherwise by check mailed to the address of such Certificateholder appearing in the Certificate Register. Notwithstanding the above, the final distribution in respect of this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar appointed as provided in the Agreement or such other location as may be specified in such notice. Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appeared in the Certificate Register or to any such other address of which the Trustee is subsequently notified in writing. Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate. The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Custodial Accounts, the Distribution Account and, if established, the REO Accounts may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such advances and expenses. The Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No service charge will be imposed for any registration of transfer or exchange of Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have agreed to keep confidential any information it obtains from the Trustee (except that such Holder may provide any such information obtained by it to any other Person that holds or is contemplating the purchase of this Certificate or an interest herein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Prior to due presentment of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. Subject to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and any REO Properties remaining in the Trust and (iii) the exchange by the sole remaining Certificateholder of all of its Certificates for all of the Mortgage Loans and REO Properties remaining in the Trust. The Agreement permits, but does not require, the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder to purchase from the Trust all Mortgage Loans and any REO Properties remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the Initial Trust Balance specified on the face hereof. The Agreement also permits, but does not require, the sole remaining Certificateholder to acquire all of the Mortgage Loans and any REO Properties remaining in the Trust in exchange for all of the Certificates held by such Certificateholder following the date on which the aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E Certificates are reduced to zero. The Agreement permits, with certain exceptions therein provided, the amendment thereof, and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at any time by the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of Certificates entitled to at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain circumstances, including any amendment necessary to maintain the status of either REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust (to the extent of its rights therein) for distributions hereunder. This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, without applying any conflicts of law principles of such state (other than the provisions of Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: ______________________________________ Authorized Officer CERTIFICATE OF AUTHENTICATION This is one of the Class [A-1] [A-2] [A-3] [A-AB] [A-1-A] Certificates referred to in the within-mentioned Agreement. Dated: _____________ LASALLE BANK NATIONAL ASSOCIATION, as Certificate Registrar By:______________________________________ Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto________________________________________________________________ ________________________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to the above named assignee on the Certificate Register of the Trust. I (we) further direct the issuance of a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and delivery of such Commercial Mortgage Pass-Through Certificate to the following address: ________________________________________________________________________________ ________________________________________________________________________________ Dated: _________________________________________ Signature by or on behalf of Assignor _________________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to __________________________________ for the account of ____________________________________________________________. Distributions made by check (such check to be made payable to ___ ____________________________) and all applicable statements and notices should be mailed to __________________________________________________________________. This information is provided by ______________________________, the assignee named above, or __________________________________, as its agent. EXHIBIT A-2 FORM OF CLASS [XP] [XC]CERTIFICATE COMMERCIAL MORTGAGE TRUST 2005-GG3 CLASS [XP] [XC] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2005-GG3 This is one of a series of commercial mortgage pass-through certificates (collectively, the "Certificates"), issued in multiple classes (each, a "Class"), which series of Certificates evidences the entire beneficial ownership interest in a trust (the "Trust") whose assets consist primarily of a pool (the "Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage Loans") and one additional mortgage loan that will not be included in the Mortgage Pool, such pool being formed and sold by GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Pass-Through Rate: [____]% Variable Initial Certificate Notional Amount of this Certificate as of the Closing Date: $____________ Date of Pooling and Servicing Agreement: Class Notional Amount of all the Class [XP] [XC] February 10, 2005 Certificates as of the Closing Date: $_____________ Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the the Trust originated prior to February 1, 2005, its Mortgage Pool as of the Cut-off Date, after due date in February; and for any Mortgage Loan deducting payments of principal due on or before included in the Trust that was originated after such date: $3,591,930,614 February 1, 2005, its origination date. Closing Date: February 10, 2005 First Distribution Date: March 11, 2005 Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association Corporation Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V. Corporation Certificate No. [XP] [XC]-___ CUSIP No.: _____________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. [FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE") THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.] This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the notional principal amount of this Certificate (its "Certificate Notional Amount") as of the Closing Date by the aggregate notional principal amount of all the Certificates of the same Class as this Certificate (their "Class Notional Amount") as of the Closing Date) in that certain beneficial ownership interest in the Trust evidenced by all the Certificates of the same Class as this Certificate. The Trust was created and the Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich Capital Commercial Funding Corp. as depositor (the "Depositor", which term includes any successor entity under the Agreement), GMAC Commercial Mortgage Corporation as master servicer (the "Master Servicer", which term includes any successor entity under the Agreement), GMAC Commercial Mortgage Corporation as special servicer (the "Special Servicer", which term includes any successor entity under the Agreement), LaSalle Bank National Association as trustee (the "Trustee", which term includes any successor entity under the Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the event of any conflict between any provision of this Certificate and any provision of the Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Pursuant to the terms of the Agreement, distributions will be made monthly, commencing in March 2005. During any given month, the payment date will be the 10th day of the month, or if such 10th day is not a Business Day, then the Business Day immediately following such 10th day, provided that the payment date will be at least 4 Business Days following the Determination Date (each, a "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (or, in the case of the first Distribution Date, at the close of business on the Closing Date specified above) (in any event, the "Record Date"), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed pursuant to the Agreement on the applicable Distribution Date in respect of the Class of Certificates to which this Certificate belongs. All distributions made under the Agreement in respect of this Certificate will be made by the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Trustee with written wiring instructions no less than five (5) Business Days prior to (or, in the case of the first such distribution, on) the Record Date for such distribution (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions as well), or otherwise by check mailed to the address of such Certificateholder appearing in the Certificate Register. Notwithstanding the above, the final distribution in respect of this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar appointed as provided in the Agreement or such other location as may be specified in such notice. The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Custodial Accounts, the Distribution Account and, if established, the REO Accounts may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such advances and expenses. The Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No direct or indirect transfer, sale, pledge, hypothecation or other disposition (each, a "Transfer") of this Certificate or any interest herein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If this Certificate constitutes a Definitive Certificate and a Transfer hereof is to be made without registration under the Securities Act (other than in connection with a Transfer of a Global Certificate for any Class of Book-Entry Non Registered Certificates to a successor Depository or to the applicable Certificate Owner in accordance with Section 5.03 of the Agreement), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached as Exhibit F-1 to the Agreement and a certificate from such Certificateholder's prospective Transferee substantially in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator, the Trustee, the Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder's prospective Transferee on which such Opinion of Counsel is based. Except as discussed below, an interest in a Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may not be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If this Certificate constitutes a Rule 144A Global Certificate, a Transferee of an interest herein that takes delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed to have represented and warranted that all the certifications set forth in Exhibit F-2C attached to the Agreement are, with respect to the subject Transfer, true and correct. Any interest in a Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the subject Class of Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions, provided that no Regulation S Restricted Certificate may be transferred to a Person who wishes to take delivery under Regulation S. A Regulation S Restricted Certificate is any Certificate that is not rated in one of the four highest generic ratings categories by a Rating Agency. Also notwithstanding the second preceding paragraph, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of Section 5.02(b) of the Agreement and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of such certifications and/or opinions and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with the Agreement to the applicable Transferee. Except as provided in the next paragraph no beneficial interest in a Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, the Certificate Owner desiring to effect any such Transfer shall be required to obtain from such Certificate Owner's prospective Transferee a written certification substantially in the form set forth in Exhibit F-2D to the Agreement certifying that such Transferee is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository, provided that no Regulation S Restricted Certificate may be transferred to a Person who wishes to take delivery under Regulation S. Notwithstanding the preceding paragraph, after the Release Date, any interest in a Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Certificates being transferred and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify the Class of Certificates to which this Certificate belongs, under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the Transfer of this Certificate or any interest herein without such registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of this Certificate or any interest herein shall, and does hereby agree to, indemnify the Depositor, Goldman, Sachs & Co., Greenwich Capital Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Wachovia Capital Markets, LLC, the Trustee, the Master Servicer, the Special Servicer, the Fiscal Agent, the Tax Administrator, the Certificate Registrar and their respective Affiliates against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws. No Transfer of this Certificate or any interest herein shall be made to (A) any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to Title I ERISA, Section 4975 of the Code or any materially similar provision ("Similar Law") of applicable federal, state or local law (each, a "Plan"), or (B) any Person who is directly or indirectly purchasing this Certificate or such interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of this Certificate or such interest herein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the imposition of an excise tax under Section 4975 of the Code or any similar violation of Similar Law. Except in connection with Transfer of this Certificate to a successor Depository or to the applicable Certificate Owner in accordance with Section 5.03 of the Agreement, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing this Certificate or such interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification to the effect that the purchase and holding of this Certificate or such interest herein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Trustee or such Certificate Owner, as the case may be, that such Transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. If any Transferee of this Certificate or any interest herein does not, in connection with the subject Transfer, deliver to the Certificate Registrar (if this Certificate constitutes a Definitive Certificate) a certification and/or Opinion of Counsel as required by the preceding sentence, then such Transferee (and in any event any owner of a Book-Entry Certificate that is not an Investment Grade Certificate) shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not directly or indirectly purchasing this Certificate or any interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of this Certificate or such interest herein by such Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code (or similar violation of Similar Law). Any Transferee of a Book-Entry Certificate that is an Investment Grade Certificate that is being acquired by or on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be deemed to have represented and warranted that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of all the Mortgage Loans determined as of the Closing Date, or by any Affiliate of such Person. No service charge will be imposed for any registration of transfer or exchange of Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have agreed to keep confidential any information it obtains from the Trustee (except that such Holder may provide any such information obtained by it to any other Person that holds or is contemplating the purchase of this Certificate or an interest herein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Prior to due presentment of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. Subject to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and any REO Properties remaining in the Trust and (iii) the exchange by the sole remaining Certificateholder of all of its Certificates for all of the Mortgage Loans and REO Properties remaining in the Trust. The Agreement permits, but does not require, the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder to purchase from the Trust all Mortgage Loans and any REO Properties remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the Initial Trust Balance specified on the face hereof. The Agreement also permits, but does not require, the sole remaining Certificateholder to acquire all of the Mortgage Loans and any REO Properties remaining in the Trust in exchange for all of the Certificates held by such Certificateholder following the date on which the aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E Certificates are reduced to zero. The Agreement permits, with certain exceptions therein provided, the amendment thereof, and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at any time by the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of Certificates entitled to at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain circumstances, including any amendment necessary to maintain the status of either REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust (to the extent of its rights therein) for distributions hereunder. This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, without applying any conflicts of law principles of such state (other than the provisions of Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By:_______________________________________ Authorized Officer CERTIFICATE OF AUTHENTICATION This is one of the Class [XP] [XC] Certificates referred to in the within-mentioned Agreement. Dated: _____________ LASALLE BANK NATIONAL ASSOCIATION, as Certificate Registrar By:______________________________________ Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto________________________________________________________________ ________________________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to the above named assignee on the Certificate Register of the Trust. I (we) further direct the issuance of a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and delivery of such Commercial Mortgage Pass-Through Certificate to the following address: ________________________________________________________________________________ ________________________________________________________________________________ Dated: _________________________________________ Signature by or on behalf of Assignor _________________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to __________________________________ for the account of ____________________________________________________________. Distributions made by check (such check to be made payable to ___ ____________________________) and all applicable statements and notices should be mailed to __________________________________________________________________. This information is provided by ______________________________, the assignee named above, or __________________________________, as its agent. EXHIBIT A-3 FORM OF CLASS [A-4] [A-J] [B] [C][D][E] CERTIFICATE COMMERCIAL MORTGAGE TRUST 2005-GG3 CLASS [A-4] [A-J] [B] [C] [D] [E]COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2005-GG3 This is one of a series of commercial mortgage pass-through certificates (collectively, the "Certificates"), issued in multiple classes (each, a "Class"), which series of Certificates evidences the entire beneficial ownership interest in a trust (the "Trust") whose assets consist primarily of a pool (the "Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage Loans") and one additional mortgage loan that will not be included in the Mortgage Pool, such pool being formed and sold by GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Pass-Through Rate: [____]%, Subject to the Initial Certificate Principal Balance of this Weighted Average Net Mortgage Rate Certificate as of the Closing Date: $_______________ Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [A-4] February 10, 2005 [A-J] [B] [C][D][E] Certificates as of the Closing Date: $____________ Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the the Trust originated prior to February 1, 2005, its Mortgage Pool as of the Cut-off Date, after due date in February; and for any Mortgage Loan deducting payments of principal due on or before included in the Trust that was originated after such date: $3,591,930,614 February 1, 2005, its origination date. Closing Date: February 10, 2005 First Distribution Date: March 11, 2005 Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association Corporation Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V. Corporation Certificate No. [A-4] [A-J] [B] [C][D][E]-___ CUSIP No.: _____________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON. THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the principal balance of this Certificate (its "Certificate Principal Balance") as of the Closing Date by the aggregate principal balance of all the Certificates of the same Class as this Certificate (their "Class Principal Balance") as of the Closing Date) in that certain beneficial ownership interest in the Trust evidenced by all the Certificates of the same Class as this Certificate. The Trust was created and the Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich Capital Commercial Funding Corp. as depositor (the "Depositor", which term includes any successor entity under the Agreement), GMAC Commercial Mortgage Corporation as master servicer (the "Master Servicer", which term includes any successor entity under the Agreement), GMAC Commercial Mortgage Corporation as special servicer (the "Special Servicer", which term includes any successor entity under the Agreement), LaSalle Bank National Association as trustee (the "Trustee", which term includes any successor entity under the Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the event of any conflict between any provision of this Certificate and any provision of the Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Pursuant to the terms of the Agreement, distributions will be made monthly, commencing in March 2005. During any given month, the payment date will be the 10th day of the month, or if such 10th day is not a Business Day, then the Business Day immediately following such 10th day, provided that the payment date will be at least 4 Business Days following the Determination Date (each, a "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (or, in the case of the first Distribution Date, at the close of business on the Closing Date specified above) (in any event, the "Record Date"), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed pursuant to the Agreement on the applicable Distribution Date in respect of the Class of Certificates to which this Certificate belongs. All distributions made under the Agreement in respect of this Certificate will be made by the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Trustee with written wiring instructions no less than five (5) Business Days prior to (or, in the case of the first such distribution, on) the Record Date for such distribution (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions as well), or otherwise by check mailed to the address of such Certificateholder appearing in the Certificate Register. Notwithstanding the above, the final distribution in respect of this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar appointed as provided in the Agreement or such other location as may be specified in such notice. Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appeared in the Certificate Register or to any such other address of which the Trustee is subsequently notified in writing. Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate. The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Custodial Accounts, the Distribution Account and, if established, the REO Accounts may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such advances and expenses. The Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No service charge will be imposed for any registration of transfer or exchange of Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have agreed to keep confidential any information it obtains from the Trustee (except that such Holder may provide any such information obtained by it to any other Person that holds or is contemplating the purchase of this Certificate or an interest herein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Prior to due presentment of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. Subject to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and any REO Properties remaining in the Trust and (iii) the exchange by the sole remaining Certificateholder of all of its Certificates for all of the Mortgage Loans and REO Properties remaining in the Trust. The Agreement permits, but does not require, the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder to purchase from the Trust all Mortgage Loans and any REO Properties remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the Initial Trust Balance specified on the face hereof. The Agreement also permits, but does not require, the sole remaining Certificateholder to acquire all of the Mortgage Loans and any REO Properties remaining in the Trust in exchange for all of the Certificates held by such Certificateholder following the date on which the aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E Certificates are reduced to zero. The Agreement permits, with certain exceptions therein provided, the amendment thereof, and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at any time by the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of Certificates entitled to at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain circumstances, including any amendment necessary to maintain the status of either REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust (to the extent of its rights therein) for distributions hereunder. This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, without applying any conflicts of law principles of such state (other than the provisions of Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By:_____________________________________ Authorized Officer CERTIFICATE OF AUTHENTICATION This is one of the Class [A-4] [A-J] [B][C][D][E] Certificates referred to in the within-mentioned Agreement. Dated: _____________ LASALLE BANK NATIONAL ASSOCIATION, as Certificate Registrar By:_____________________________________ Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto________________________________________________________________ ________________________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to the above named assignee on the Certificate Register of the Trust. I (we) further direct the issuance of a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and delivery of such Commercial Mortgage Pass-Through Certificate to the following address: ________________________________________________________________________________ ________________________________________________________________________________ Dated: _________________________________________ Signature by or on behalf of Assignor _________________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to __________________________________ for the account of ____________________________________________________________. Distributions made by check (such check to be made payable to ___ ____________________________) and all applicable statements and notices should be mailed to __________________________________________________________________. This information is provided by ______________________________, the assignee named above, or __________________________________, as its agent. EXHIBIT A-4 FORM OF CLASS [F][G] CERTIFICATE COMMERCIAL MORTGAGE TRUST 2005-GG3 CLASS [F][G] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2005-GG3 This is one of a series of commercial mortgage pass-through certificates (collectively, the "Certificates"), issued in multiple classes (each, a "Class"), which series of Certificates evidences the entire beneficial ownership interest in a trust (the "Trust") whose assets consist primarily of a pool (the "Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage Loans") and one additional mortgage loan that will not be included in the Mortgage Pool, such pool being formed and sold by GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Pass-Through Rate: [____]%, Subject to the Initial Certificate Principal Balance of this Weighted Average Net Mortgage Rate Certificate as of the Closing Date: $_______________ Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [F][G] February 10, 2005 Certificates as of the Closing Date: $____________ Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the the Trust originated prior to February 1, 2005, its Mortgage Pool as of the Cut-off Date, after due date in February; and for any Mortgage Loan deducting payments of principal due on or before included in the Trust that was originated after such date: $3,591,930,614 February 1, 2005, its origination date. Closing Date: February 10, 2005 First Distribution Date: March 11, 2005 Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association Corporation Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V. Corporation Certificate No. [F][G]-___ CUSIP No.: _____________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON. THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the principal balance of this Certificate (its "Certificate Principal Balance") as of the Closing Date by the aggregate principal balance of all the Certificates of the same Class as this Certificate (their "Class Principal Balance") as of the Closing Date) in that certain beneficial ownership interest in the Trust evidenced by all the Certificates of the same Class as this Certificate. The Trust was created and the Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich Capital Commercial Funding Corp. as depositor (the "Depositor", which term includes any successor entity under the Agreement), GMAC Commercial Mortgage Corporation as master servicer (the "Master Servicer", which term includes any successor entity under the Agreement), GMAC Commercial Mortgage Corporation as special servicer (the "Special Servicer", which term includes any successor entity under the Agreement), LaSalle Bank National Association as trustee (the "Trustee", which term includes any successor entity under the Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the event of any conflict between any provision of this Certificate and any provision of the Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Pursuant to the terms of the Agreement, distributions will be made monthly, commencing in March 2005. During any given month, the payment date will be the 10th day of the month, or if such 10th day is not a Business Day, then the Business Day immediately following such 10th day, provided that the payment date will be at least 4 Business Days following the Determination Date (each, a "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (or, in the case of the first Distribution Date, at the close of business on the Closing Date specified above) (in any event, the "Record Date"), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed pursuant to the Agreement on the applicable Distribution Date in respect of the Class of Certificates to which this Certificate belongs. All distributions made under the Agreement in respect of this Certificate will be made by the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Trustee with written wiring instructions no less than five (5) Business Days prior to (or, in the case of the first such distribution, on) the Record Date for such distribution (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions as well), or otherwise by check mailed to the address of such Certificateholder appearing in the Certificate Register. Notwithstanding the above, the final distribution in respect of this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar appointed as provided in the Agreement or such other location as may be specified in such notice. Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appeared in the Certificate Register or to any such other address of which the Trustee is subsequently notified in writing. Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate. The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Custodial Accounts, the Distribution Account and, if established, the REO Accounts may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such advances and expenses. The Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No service charge will be imposed for any registration of transfer or exchange of Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have agreed to keep confidential any information it obtains from the Trustee (except that such Holder may provide any such information obtained by it to any other Person that holds or is contemplating the purchase of this Certificate or an interest herein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Prior to due presentment of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. Subject to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and any REO Properties remaining in the Trust and (iii) the exchange by the sole remaining Certificateholder of all of its Certificates for all of the Mortgage Loans and REO Properties remaining in the Trust. The Agreement permits, but does not require, the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder to purchase from the Trust all Mortgage Loans and any REO Properties remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the Initial Trust Balance specified on the face hereof. The Agreement also permits, but does not require, the sole remaining Certificateholder to acquire all of the Mortgage Loans and any REO Properties remaining in the Trust in exchange for all of the Certificates held by such Certificateholder following the date on which the aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E Certificates are reduced to zero. The Agreement permits, with certain exceptions therein provided, the amendment thereof, and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at any time by the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of Certificates entitled to at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain circumstances, including any amendment necessary to maintain the status of either REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust (to the extent of its rights therein) for distributions hereunder. This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, without applying any conflicts of law principles of such state (other than the provisions of Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By:_____________________________________ Authorized Officer CERTIFICATE OF AUTHENTICATION This is one of the Class [F][G] Certificates referred to in the within-mentioned Agreement. Dated: _____________ LASALLE BANK NATIONAL ASSOCIATION, as Certificate Registrar By:_____________________________________ Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto________________________________________________________________ ________________________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to the above named assignee on the Certificate Register of the Trust. I (we) further direct the issuance of a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and delivery of such Commercial Mortgage Pass-Through Certificate to the following address: ________________________________________________________________________________ ________________________________________________________________________________ Dated: _________________________________________ Signature by or on behalf of Assignor _________________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to __________________________________ for the account of ____________________________________________________________. Distributions made by check (such check to be made payable to ___ ____________________________) and all applicable statements and notices should be mailed to __________________________________________________________________. This information is provided by ______________________________, the assignee named above, or __________________________________, as its agent. EXHIBIT A-5 FORM OF CLASS [H] CERTIFICATE COMMERCIAL MORTGAGE TRUST 2005-GG3 CLASS [H] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2005-GG3 This is one of a series of commercial mortgage pass-through certificates (collectively, the "Certificates"), issued in multiple classes (each, a "Class"), which series of Certificates evidences the entire beneficial ownership interest in a trust (the "Trust"), whose assets consist primarily of a pool (the "Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage Loans") and one additional mortgage loan that will not be included in the Mortgage Pool, such pool being formed and sold by GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Pass-Through Rate: Weighted Average Net Mortgage Initial Certificate Principal Balance of this Rate Certificate as of the Closing Date: $_______________ Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [H] February 10, 2005 Certificates as of the Closing Date: $________________ Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the the Trust originated prior to February 1, 2005, Mortgage Pool as of the Cut-off Date, after its due date in February; and for any Mortgage deducting payments of principal due on or Loan included in the Trust that was originated before such date: $3,591,930,614 after February 1, 2005, its origination date. Closing Date: February 10, 2005 First Distribution Date: March 11, 2005 Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association Corporation Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V. Corporation Certificate No. [H]-___ CUSIP No.: _____________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON. THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. [FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE") THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.] This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the principal balance of this Certificate (its "Certificate Principal Balance") as of the Closing Date by the aggregate principal balance of all the Certificates of the same Class as this Certificate (their "Class Principal Balance") as of the Closing Date) in that certain beneficial ownership interest in the Trust evidenced by all the Certificates of the same Class as this Certificate. The Trust was created and the Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich Capital Commercial Funding Corp. as depositor (the "Depositor", which term includes any successor entity under the Agreement), GMAC Commercial Mortgage Corporation as master servicer (the "Master Servicer", which term includes any successor entity under the Agreement), GMAC Commercial Mortgage Corporation as special servicer (the "Special Servicer", which term includes any successor entity under the Agreement), LaSalle Bank National Association as trustee (the "Trustee", which term includes any successor entity under the Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the event of any conflict between any provision of this Certificate and any provision of the Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Pursuant to the terms of the Agreement, distributions will be made monthly, commencing in March 2005. During any given month, the payment date will be the 10th day of the month, or if such 10th day is not a Business Day, then the Business Day immediately following such 10th day, provided that the payment date will be at least 4 Business Days following the Determination Date (each, a "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (or, in the case of the first Distribution Date, at the close of business on the Closing Date specified above) (in any event, the "Record Date"), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed pursuant to the Agreement on the applicable Distribution Date in respect of the Class of Certificates to which this Certificate belongs. All distributions made under the Agreement in respect of this Certificate will be made by the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Trustee with written wiring instructions no less than five (5) Business Days prior to (or, in the case of the first such distribution, on) the Record Date for such distribution (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions as well), or otherwise by check mailed to the address of such Certificateholder appearing in the Certificate Register. Notwithstanding the above, the final distribution in respect of this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar appointed as provided in the Agreement or such other location as may be specified in such notice. Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appeared in the Certificate Register or to any such other address of which the Trustee is subsequently notified in writing. Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate. The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Custodial Accounts, the Distribution Account and, if established, the REO Accounts may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such advances and expenses. The Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No direct or indirect transfer, sale, pledge, hypothecation or other disposition (each, a "Transfer") of this Certificate or any interest herein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If this Certificate constitutes a Definitive Certificate and a Transfer hereof is to be made without registration under the Securities Act (other than in connection with a Transfer of a Global Certificate for any Class of Book-Entry Non-Registered Certificates to a successor Depository or to the applicable Certificate Owner in accordance with Section 5.03 of the Agreement), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached as Exhibit F-1 to the Agreement and a certificate from such Certificateholder's prospective Transferee substantially in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator, the Trustee, the Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder's prospective Transferee on which such Opinion of Counsel is based. Except as discussed below, an interest in a Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may not be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If this Certificate constitutes a Rule 144A Global Certificate, a Transferee of an interest herein that takes delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed to have represented and warranted that all the certifications set forth in Exhibit F-2C attached to the Agreement are, with respect to the subject Transfer, true and correct. Any interest in a Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the subject Class of Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions, provided that no Regulation S Restricted Certificate may be transferred to a Person who wishes to take delivery under Regulation S. A Regulation S Restricted Certificate is any Certificate that is not rated in one of the four highest generic ratings categories by a Rating Agency. Also notwithstanding the second preceding paragraph, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of Section 5.02(b) of the Agreement and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of such certifications and/or opinions and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with the Agreement to the applicable Transferee. Except as provided in the next paragraph no beneficial interest in a Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, the Certificate Owner desiring to effect any such Transfer shall be required to obtain from such Certificate Owner's prospective Transferee a written certification substantially in the form set forth in Exhibit F-2D to the Agreement certifying that such Transferee is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository, provided that no Regulation S Restricted Certificate may be transferred to a Person who wishes to take delivery under Regulation S. Notwithstanding the preceding paragraph, after the Release Date, any interest in a Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Certificates being transferred and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify the Class of Certificates to which this Certificate belongs, under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the Transfer of this Certificate or any interest herein without such registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of this Certificate or any interest herein shall, and does hereby agree to, indemnify the Depositor, Goldman, Sachs & Co., Greenwich Capital Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Wachovia Capital Markets, LLC, the Trustee, the Master Servicer, the Special Servicer, the Fiscal Agent, the Tax Administrator, the Certificate Registrar and their respective Affiliates against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws. No Transfer of this Certificate or any interest herein shall be made to (A) any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to Title I ERISA, Section 4975 of the Code or any materially similar provision ("Similar Law") of applicable federal, state or local law (each, a "Plan"), or (B) any Person who is directly or indirectly purchasing this Certificate or such interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of this Certificate or such interest herein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the imposition of an excise tax under Section 4975 of the Code or any similar violation of Similar Law. Except in connection with Transfer of this Certificate to a successor Depository or to the applicable Certificate Owner in accordance with Section 5.03 of the Agreement, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing this Certificate or such interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification to the effect that the purchase and holding of this Certificate or such interest herein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Trustee or such Certificate Owner, as the case may be, that such Transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. If any Transferee of this Certificate or any interest herein does not, in connection with the subject Transfer, deliver to the Certificate Registrar (if this Certificate constitutes a Definitive Certificate) a certification and/or Opinion of Counsel as required by the preceding sentence, then such Transferee (and in any event any owner of a Book-Entry Certificate that is not an Investment Grade Certificate) shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not directly or indirectly purchasing this Certificate or any interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of this Certificate or such interest herein by such Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code (or similar violation of Similar Law). Any Transferee of a Book-Entry Certificate that is an Investment Grade Certificate that is being acquired by or on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be deemed to have represented and warranted that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of all the Mortgage Loans determined as of the Closing Date, or by any Affiliate of such Person. No service charge will be imposed for any registration of transfer or exchange of Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have agreed to keep confidential any information it obtains from the Trustee (except that such Holder may provide any such information obtained by it to any other Person that holds or is contemplating the purchase of this Certificate or an interest herein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Prior to due presentment of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. Subject to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and any REO Properties remaining in the Trust and (iii) the exchange by the sole remaining Certificateholder of all of its Certificates for all of the Mortgage Loans and REO Properties remaining in the Trust. The Agreement permits, but does not require, the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder to purchase from the Trust all Mortgage Loans and any REO Properties remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the Initial Trust Balance specified on the face hereof. The Agreement also permits, but does not require, the sole remaining Certificateholder to acquire all of the Mortgage Loans and any REO Properties remaining in the Trust in exchange for all of the Certificates held by such Certificateholder following the date on which the aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E Certificates are reduced to zero. The Agreement permits, with certain exceptions therein provided, the amendment thereof, and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at any time by the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of Certificates entitled to at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain circumstances, including any amendment necessary to maintain the status of either REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust (to the extent of its rights therein) for distributions hereunder. This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, without applying any conflicts of law principles of such state (other than the provisions of Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By:_______________________________________ Authorized Officer CERTIFICATE OF AUTHENTICATION This is one of the Class [H] Certificates referred to in the within-mentioned Agreement. Dated: _____________ LASALLE BANK NATIONAL ASSOCIATION, as Certificate Registrar By:_______________________________________ Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto________________________________________________________________ ________________________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to the above named assignee on the Certificate Register of the Trust. I (we) further direct the issuance of a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and delivery of such Commercial Mortgage Pass-Through Certificate to the following address: ________________________________________________________________________________ ________________________________________________________________________________ Dated: _________________________________________ Signature by or on behalf of Assignor _________________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to __________________________________ for the account of ____________________________________________________________. Distributions made by check (such check to be made payable to ___ ____________________________) and all applicable statements and notices should be mailed to __________________________________________________________________. This information is provided by ______________________________, the assignee named above, or __________________________________, as its agent. EXHIBIT A-6 FORM OF CLASS [J] [K] [L] [M] [N] [O] [P] CERTIFICATE COMMERCIAL MORTGAGE TRUST 2005-GG3 CLASS [J] [K] [L] [M] [N] [O] [P] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2005-GG3 This is one of a series of commercial mortgage pass-through certificates (collectively, the "Certificates"), issued in multiple classes (each, a "Class"), which series of Certificates evidences the entire beneficial ownership interest in a trust (the "Trust"), whose assets consist primarily of a pool (the "Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage Loans") and one additional mortgage loan that will not be included in the Mortgage Pool, such pool being formed and sold by GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Pass-Through Rate: [____]%, Subject to the Initial Certificate Principal Balance of this Weighted Average Net Mortgage Rate Certificate as of the Closing Date: $_______________ Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [J] February 10, 2005 [K] [L] [M] [N] [O] [P] Certificates as of the Closing Date: $________________ Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the the Trust originated prior to February 1, 2005, Mortgage Pool as of the Cut-off Date, after its due date in February; and for any Mortgage deducting payments of principal due on or Loan included in the Trust that was originated before such date: $3,591,930,614 after February 1, 2005, its origination date. Closing Date: February 10, 2005 First Distribution Date: March 11, 2005 Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association Corporation Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V. Corporation Certificate No. [J] [K] [L] [M] [N] [O] [P]-___ CUSIP No.: _____________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON. THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the principal balance of this Certificate (its "Certificate Principal Balance") as of the Closing Date by the aggregate principal balance of all the Certificates of the same Class as this Certificate (their "Class Principal Balance") as of the Closing Date) in that certain beneficial ownership interest in the Trust evidenced by all the Certificates of the same Class as this Certificate. The Trust was created and the Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich Capital Commercial Funding Corp. as depositor (the "Depositor", which term includes any successor entity under the Agreement), GMAC Commercial Mortgage Corporation as master servicer (the "Master Servicer", which term includes any successor entity under the Agreement), GMAC Commercial Mortgage Corporation as special servicer (the "Special Servicer", which term includes any successor entity under the Agreement), LaSalle Bank National Association as trustee (the "Trustee", which term includes any successor entity under the Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the event of any conflict between any provision of this Certificate and any provision of the Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Pursuant to the terms of the Agreement, distributions will be made monthly, commencing in March 2005. During any given month, the payment date will be the 10th day of the month, or if such 10th day is not a Business Day, then the Business Day immediately following such 10th day, provided that the payment date will be at least 4 Business Days following the Determination Date (each, a "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (or, in the case of the first Distribution Date, at the close of business on the Closing Date specified above) (in any event, the "Record Date"), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed pursuant to the Agreement on the applicable Distribution Date in respect of the Class of Certificates to which this Certificate belongs. All distributions made under the Agreement in respect of this Certificate will be made by the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Trustee with written wiring instructions no less than five (5) Business Days prior to (or, in the case of the first such distribution, on) the Record Date for such distribution (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions as well), or otherwise by check mailed to the address of such Certificateholder appearing in the Certificate Register. Notwithstanding the above, the final distribution in respect of this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar appointed as provided in the Agreement or such other location as may be specified in such notice. Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appeared in the Certificate Register or to any such other address of which the Trustee is subsequently notified in writing. Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate. The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Custodial Accounts, the Distribution Account and, if established, the REO Accounts may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such advances and expenses. The Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No direct or indirect transfer, sale, pledge, hypothecation or other disposition (each, a "Transfer") of this Certificate or any interest herein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If this Certificate constitutes a Definitive Certificate and a Transfer hereof is to be made without registration under the Securities Act (other than in connection with a Transfer of a Global Certificate for any Class of Book-Entry Non-Registered Certificates to a successor Depository or to the applicable Certificate Owner in accordance with Section 5.03 of the Agreement), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached as Exhibit F-1 to the Agreement and a certificate from such Certificateholder's prospective Transferee substantially in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator, the Trustee, the Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder's prospective Transferee on which such Opinion of Counsel is based. Except as discussed below, an interest in a Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may not be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If this Certificate constitutes a Rule 144A Global Certificate, a Transferee of an interest herein that takes delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed to have represented and warranted that all the certifications set forth in Exhibit F-2C attached to the Agreement are, with respect to the subject Transfer, true and correct. Also notwithstanding the second preceding paragraph, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of Section 5.02(b) of the Agreement and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of such certifications and/or opinions and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with the Agreement to the applicable Transferee. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify the Class of Certificates to which this Certificate belongs, under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the Transfer of this Certificate or any interest herein without such registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of this Certificate or any interest herein shall, and does hereby agree to, indemnify the Depositor, Goldman, Sachs & Co., Greenwich Capital Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Wachovia Capital Markets, LLC, the Trustee, the Master Servicer, the Special Servicer, the Fiscal Agent, the Tax Administrator, the Certificate Registrar and their respective Affiliates against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws. No Transfer of this Certificate or any interest herein shall be made to (A) any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to Title I ERISA, Section 4975 of the Code or any materially similar provision ("Similar Law") of applicable federal, state or local law (each, a "Plan"), or (B) any Person who is directly or indirectly purchasing this Certificate or such interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of this Certificate or such interest herein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the imposition of an excise tax under Section 4975 of the Code or any similar violation of Similar Law. Except in connection with Transfer of this Certificate to a successor Depository or to the applicable Certificate Owner in accordance with Section 5.03 of the Agreement, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing this Certificate or such interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification to the effect that the purchase and holding of this Certificate or such interest herein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Trustee or such Certificate Owner, as the case may be, that such Transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. If any Transferee of this Certificate or any interest herein does not, in connection with the subject Transfer, deliver to the Certificate Registrar (if this Certificate constitutes a Definitive Certificate) a certification and/or Opinion of Counsel as required by the preceding sentence, then such Transferee (and in any event any owner of a Book-Entry Certificate that is not an Investment Grade Certificate) shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not directly or indirectly purchasing this Certificate or any interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of this Certificate or such interest herein by such Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code (or similar violation of Similar Law). Any Transferee of a Book-Entry Certificate that is an Investment Grade Certificate that is being acquired by or on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be deemed to have represented and warranted that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of all the Mortgage Loans determined as of the Closing Date, or by any Affiliate of such Person. No service charge will be imposed for any registration of transfer or exchange of Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have agreed to keep confidential any information it obtains from the Trustee (except that such Holder may provide any such information obtained by it to any other Person that holds or is contemplating the purchase of this Certificate or an interest herein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Prior to due presentment of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. Subject to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and any REO Properties remaining in the Trust and (iii) the exchange by the sole remaining Certificateholder of all of its Certificates for all of the Mortgage Loans and REO Properties remaining in the Trust. The Agreement permits, but does not require, the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder to purchase from the Trust all Mortgage Loans and any REO Properties remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the Initial Trust Balance specified on the face hereof. The Agreement also permits, but does not require, the sole remaining Certificateholder to acquire all of the Mortgage Loans and any REO Properties remaining in the Trust in exchange for all of the Certificates held by such Certificateholder following the date on which the aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E Certificates are reduced to zero. The Agreement permits, with certain exceptions therein provided, the amendment thereof, and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at any time by the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of Certificates entitled to at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain circumstances, including any amendment necessary to maintain the status of either REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust (to the extent of its rights therein) for distributions hereunder. This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, without applying any conflicts of law principles of such state (other than the provisions of Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By:_______________________________________ Authorized Officer CERTIFICATE OF AUTHENTICATION This is one of the Class [J] [K] [L] [M] [N] [O] [P] Certificates referred to in the within-mentioned Agreement. Dated: _____________ LASALLE BANK NATIONAL ASSOCIATION, as Certificate Registrar By:_______________________________________ Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto________________________________________________________________ ________________________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to the above named assignee on the Certificate Register of the Trust. I (we) further direct the issuance of a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and delivery of such Commercial Mortgage Pass-Through Certificate to the following address: ________________________________________________________________________________ ________________________________________________________________________________ Dated: _________________________________________ Signature by or on behalf of Assignor _________________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to __________________________________ for the account of ____________________________________________________________. Distributions made by check (such check to be made payable to ___ ____________________________) and all applicable statements and notices should be mailed to __________________________________________________________________. This information is provided by ______________________________, the assignee named above, or __________________________________, as its agent. EXHIBIT A-7 FORM OF CLASS [R-I] [R-II] CERTIFICATES COMMERCIAL MORTGAGE TRUST 2005-GG3 CLASS [R-I] [R-II] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2005-GG3 This is one of a series of commercial mortgage pass-through certificates (collectively, the "Certificates"), issued in multiple classes (each, a "Class"), which series of Certificates evidences the entire beneficial ownership interest in a trust (the "Trust"), whose assets consist primarily of a pool (the "Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage Loans") and one additional mortgage loan that will not be included in the Mortgage Pool, such pool being formed and sold by GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
Date of Pooling and Servicing Agreement: Percentage Interest evidenced by this February 10, 2005 Certificate in the related Class: ___% Cut-off Date: For each Mortgage Loan included in Aggregate unpaid principal balance of the the Trust originated prior to February 1, 2005, its Mortgage Pool as of the Cut-off Date, after due date in February; and for any Mortgage Loan deducting payments of principal due on or before included in the Trust that was originated after such date: $3,591,930,614 February 1, 2005, its origination date. Closing Date: February 10, 2005 First Distribution Date: March 11, 2005 Master Servicer: GMAC Commercial Mortgage Trustee: LaSalle Bank National Association Corporation Special Servicer: GMAC Commercial Mortgage Fiscal Agent: ABN AMRO Bank N.V. Corporation Certificate No. [R-I] [R-II]-___ CUSIP No.: _____________
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH CAPITAL COMMERCIAL FUNDING CORP., GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON. THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. This certifies that _______________________________ is the registered owner of the Percentage Interest evidenced by this Certificate (as specified above) in that certain beneficial ownership interest in the Trust evidenced by all the Certificates of the same Class as this Certificate. The Trust was created and the Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich Capital Commercial Funding Corp. as depositor (the "Depositor", which term includes any successor entity under the Agreement), GMAC Commercial Mortgage Corporation as master servicer (the "Master Servicer", which term includes any successor entity under the Agreement), GMAC Commercial Mortgage Corporation as special servicer (the "Special Servicer", which term includes any successor entity under the Agreement), LaSalle Bank National Association as trustee (the "Trustee", which term includes any successor entity under the Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the event of any conflict between any provision of this Certificate and any provision of the Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Pursuant to the terms of the Agreement, distributions will be made monthly, commencing in March 2005. During any given month, the payment date will be the 10th day of the month, or if such 10th day is not a Business Day, then the Business Day immediately following such 10th day, provided that the payment date will be at least 4 Business Days following the Determination Date (each, a "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (or, in the case of the first Distribution Date, at the close of business on the Closing Date specified above) (in any event, the "Record Date"), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed pursuant to the Agreement on the applicable Distribution Date in respect of the Class of Certificates to which this Certificate belongs. All distributions made under the Agreement in respect of this Certificate will be made by the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Trustee with written wiring instructions no less than five (5) Business Days prior to (or, in the case of the first such distribution, on) the Record Date for such distribution (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions as well), or otherwise by check mailed to the address of such Certificateholder appearing in the Certificate Register. Notwithstanding the above, the final distribution in respect of this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar appointed as provided in the Agreement or such other location as may be specified in such notice. The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Custodial Accounts, the Distribution Account and, if established, the REO Accounts may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such advances and expenses. The Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No direct or indirect transfer, sale, pledge, hypothecation or other disposition (each, a "Transfer") of this Certificate or any interest herein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a Transfer of this Certificate is to be made without registration under the Securities Act, then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached as Exhibit F-1 to the Agreement and a certificate from such Certificateholder's prospective Transferee substantially in the form attached as Exhibit F-2A to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such Transferee is a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator, the Trustee, the Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder's prospective Transferee on which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify the Class of Certificates to which this Certificate belongs, under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the Transfer of this Certificate or any interest herein without such registration or qualification. Any Certificateholder desiring to effect a Transfer of this Certificate or any interest herein shall, and does hereby agree to, indemnify the Depositor, Goldman, Sachs & Co., Greenwich Capital Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Wachovia Capital Markets, LLC, the Trustee, the Master Servicer, the Special Servicer, the Fiscal Agent, the Tax Administrator, the Certificate Registrar and their respective Affiliates against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws. No Transfer of this Certificate or any interest herein shall be made to (A) any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to Title I ERISA, Section 4975 of the Code or any materially similar provision ("Similar Law") of applicable federal, state or local law (each, a "Plan"), or (B) any Person who is directly or indirectly purchasing this Certificate or such interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of this Certificate or such interest herein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the imposition of an excise tax under Section 4975 of the Code or any similar violation of Similar Law. The Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing this Certificate on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. Each Person who has or who acquires any Ownership Interest in this Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Section 5.02(d) of the Agreement and, if any purported Transferee shall become a Holder of this Certificate in violation of the provisions of such Section 5.02(d), to have irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d) to deliver payments to a Person other than such Person and to have irrevocably authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate the terms of any mandatory disposition and to execute all instruments of transfer and to do all other things necessary in connection with any such disposition. Each Person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee and shall promptly notify the Trustee and the Tax Administrator of any change or impending change in its status as a Permitted Transferee. In connection with any proposed Transfer of any Ownership Interest in this Certificate, the Certificate Registrar shall require delivery to it, and shall not register the transfer of this Certificate until its receipt of, an affidavit and agreement substantially in the form attached as Exhibit H-1 to the Agreement (a "Transfer Affidavit and Agreement") from the proposed Transferee, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in this Certificate as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in this Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of Section 5.02(d) of the Agreement and agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee, if the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, the Certificate Registrar shall not register the Transfer of an Ownership Interest in this Certificate to such proposed Transferee. In addition, the Certificate Registrar shall not register the transfer of an Ownership Interest in this Certificate to any entity classified as a partnership under the Code unless at the time of transfer, all of its beneficial owners are United States Persons. Each Person holding or acquiring any Ownership Interest in this Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to Transfer its Ownership Interest herein and (y) not to Transfer its Ownership Interest herein unless it provides to the Certificate Registrar a certificate substantially in the form attached as Exhibit H-2 to the Agreement stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee. Each Person holding or acquiring an Ownership Interest in this Certificate, by purchasing such Ownership Interest herein, agrees to give the Trustee and the Tax Administrator written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership Interest, if it is, or is holding such Ownership Interest on behalf of, a "pass-through interest holder". The provisions of Section 5.02(d) of the Agreement may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee and the Tax Administrator the following: (a) written confirmation from each Rating Agency to the effect that the modification of, addition to or elimination of such provisions will not cause such Rating Agency to withdraw, qualify or downgrade its then-current rating of any Class of Certificates; and (b) an opinion of counsel, in form and substance satisfactory to the Trustee and the Tax Administrator, to the effect that such modification of, addition to or elimination of such provisions will not (i) cause either REMIC Pool to (A) cease to qualify as a REMIC or (B) be subject to an entity-level tax caused by the Transfer of a Residual Interest Certificate to a Person which is not a Permitted Transferee, or (ii) cause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the Transfer of a Residual Interest Certificate to a Person that is not a Permitted Transferee. A "Permitted Transferee" is any Transferee that is not (i) a Disqualified Organization, (ii) any Person as to whom the transfer of this Certificate may cause either REMIC Pool to fail to qualify as a REMIC, (iii) a Disqualified Non-United States Tax Person, (iv) a Disqualified Partnership or (v) a United States Tax Person with respect to whom income is attributable to a foreign permanent establishment or fixed base (within the meaning of any applicable income tax treaty between the United States and any foreign jurisdiction) of a United States Tax Person. A "Disqualified Organization" is (i) the United States, any State or political subdivision thereof, a foreign government, an international organization, or any agency or instrumentality of any of the foregoing, (ii) any organization (other than certain farmers' cooperatives described in Section 521 of the Code) that is exempt from the tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iii) rural electric and telephone cooperatives described in Section 1381 of the Code and (iv) any other Person so designated by the Trustee or Tax Administrator based upon an opinion of counsel that the holding of an Ownership Interest in a Residual Interest Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Interest Certificate to such Person. The terms "United States", "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions. A "Disqualified Non-United States Tax Person" is, with respect to any Residual Interest Certificate, any Non-United States Tax Person or agent thereof other than: (1) a Non-United States Tax Person that (a) holds such Residual Interest Certificate and, for purposes of Treasury regulation section 1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies that it understands that, for purposes of Treasury regulation section 1.860E-1(c)(4)(ii), as a Holder of such Residual Interest Certificate for United States federal income tax purposes, it may incur tax liabilities in excess of any cash flows generated by such Residual Interest Certificate and intends to pay taxes associated with holding such Residual Interest Certificate, and (c) has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI or successor form and has agreed to update such form as required under the applicable Treasury regulations; or (2) a Non-United States Tax Person that has delivered to the Transferor, the Trustee and the Certificate Registrar an opinion of nationally recognized tax counsel to the effect that (x) the Transfer of such Residual Interest Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and (y) such Transfer of such Residual Interest Certificate will not be disregarded for United States federal income tax purposes. A "Disqualified Partnership" is any domestic entity classified as a partnership under the Code, if any of its beneficial owners are Disqualified Non-United States Tax Persons. A "Non-United States Tax Person" is any Person other than a United States Tax Person. A "United States Tax Person" is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States or any political subdivision thereof, or an estate whose income from sources without the United States is includable in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust (or to the extent provided in the Treasury regulations, if the trust was in existence on August 20, 1996 and elected to be treated as a United States Person), all within the meaning of Section 7701(a)(30) of the Code. No service charge will be imposed for any registration of transfer or exchange of Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have agreed to keep confidential any information it obtains from the Trustee (except that such Holder may provide any such information obtained by it to any other Person that holds or is contemplating the purchase of this Certificate or an interest herein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Prior to due presentment of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. Subject to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and any REO Properties remaining in the Trust and (iii) the exchange by the sole remaining Certificateholder of all of its Certificates for all of the Mortgage Loans and REO Properties remaining in the Trust. The Agreement permits, but does not require, the Depositor, the Master Servicer, the Special Servicer or any Controlling Class Certificateholder to purchase from the Trust all Mortgage Loans and any REO Properties remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the Initial Trust Balance specified on the face hereof. The Agreement also permits, but does not require, the sole remaining Certificateholder to acquire all of the Mortgage Loans and any REO Properties remaining in the Trust in exchange for all of the Certificates held by such Certificateholder following the date on which the aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D and Class E Certificates are reduced to zero. The Agreement permits, with certain exceptions therein provided, the amendment thereof, and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at any time by the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of Certificates entitled to at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain circumstances, including any amendment necessary to maintain the status of either REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust (to the extent of its rights therein) for distributions hereunder. This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, without applying any conflicts of law principles of such state (other than the provisions of Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By:_______________________________________ Authorized Officer CERTIFICATE OF AUTHENTICATION This is one of the Class [R-I] [R-II] Certificates referred to in the within-mentioned Agreement. Dated: _____________ LASALLE BANK NATIONAL ASSOCIATION, as Certificate Registrar By:_______________________________________ Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto________________________________________________________________ ________________________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to the above named assignee on the Certificate Register of the Trust. I (we) further direct the issuance of a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and delivery of such Commercial Mortgage Pass-Through Certificate to the following address: ________________________________________________________________________________ ________________________________________________________________________________ Dated: _________________________________________ Signature by or on behalf of Assignor _________________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to __________________________________ for the account of ____________________________________________________________. Distributions made by check (such check to be made payable to ___ ____________________________) and all applicable statements and notices should be mailed to __________________________________________________________________. This information is provided by ______________________________, the assignee named above, or __________________________________, as its agent. EXHIBIT B FORM OF DISTRIBUTION DATE STATEMENT ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 135 S. LaSalle Street Suite 1625 Series 2005-GG3 Prior Payment: N/A Chicago, IL 60603 Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X Administrator: Analyst: Reporting Package Table of Contents ================================================================================================================================== ================================= ======================================================== ======================================= Issue Id: GC005GG3 Page(s) Closing Date: 2/10/2005 Monthly Data File Name: REMIC Certificate Report First Payment Date: 3/11/2005 GC005GG3_YYYYMM_3.zip Bond Interest Reconciliation Assumed Final Payment Date: MM/DD/YYYY Cash Reconciliation Summary ================================= 15 Month Historical Loan Status Summary ======================================= 15 Month Historical Payoff/Loss Summary Historical Collateral Level Prepayment Report Delinquent Loan Detail Mortgage Loan Characteristics Loan Level Detail Specially Serviced Report Modified Loan Detail Realized Loss Detail Appraisal Reduction Detail ======================================================== ==================================================================================================== Parties to the Transaction ---------------------------------------------------------------------------------------------------- Depositor: Greenwich Capital Commercial Funding Corp. Underwriter: Greenwich Capital Markets, Inc. / Goldman, Sachs & Co. / Banc of America Securities LLC Bear, Stearns & Co. Inc. / Credit Suisse First Boston LLC / Wachovia Capital Markets LLC Master Servicer: GMAC Commercial Mortgage Corporation Special Servicer: GMAC Commercial Mortgage Corporation Rating Agency: Moody's Investors Service, Inc. / Standard & Poor's Ratings Services ==================================================================================================== ================================================================== Information is available for this issue from the following sources ------------------------------------------------------------------ LaSalle Web Site www.etrustee.net Servicer Web Site LaSalle Factor Line (800) 246-5761 ================================================================== ==================================================================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 Series 2005-GG3 Prior Payment: N/A WAC: Next Payment: 4/12/2005 WA Life Term: Record Date: 2/10/2005 WA Amort Term: ABN AMRO Acct: XX-XXXX-XX-X Current Index: Next Index: REMIC Certificate Report
========================= ===================================================== ================================================== Original Opening Principal Principal Negative Closing Interest Interest Pass-Through Class Face Value (1) Balance Payment Adj. or Loss Amortization Balance Payment (2) Adjustment Rate CUSIP Per 1,000 Per 1,000 Per 1,000 Per 1,000 Per 1,000 Per 1,000 Per 1,000 Per 1,000 Next Rate (3) ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- ------------------------- ----------------------------------------------------- -------------------------------------------------- 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ========================= ===================================================== ================================================== Total P&I Payment 0.00 ==================================================
Notes: (1) N denotes notional balance not included in total (2) Accrued Interest plus/minus Interest Adjustment minus Deferred Interest equals Interest Payment (3) Estimated ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 Series 2005-GG3 Prior Payment: N/A Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X Bond Interest Reconciliation
================================================================================================================================== Deductions Additions --------------------------------- -------------------------------------------------- Accrual Accrued Deferred & Prior Int Accrual Prepay- Other --------------- Pass Thru Certificate Allocable Accretion Interest Int. Short- on prior ment Interest Class Method Days Rate Interest PPIS Interest Loss/Exp falls Due Shortfall (3) Penalties Proceeds (1) ---------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ================================================================================================================================== =============================================================== ========================== Remaining Distributable Interest Current Period Outstanding Credit Support Certificate Payment (Shortfall)/ Interest -------------------------- Class Interest (2) Amount Recovery Shortfalls Original Current (4) --------------------------------------------------------------- -------------------------- ------------------------------------------------------- 0.00 0.00 0.00 =============================================================== ==========================
(1) Other Interest Proceeds are additional interest amounts specifically allocated to the bond(s) and used in determining the Distributable Interest of the bonds. (2) Accrued - Deductions + Additional Interest. (3) Where applicable. (4) Determined as follows: (A) the ending balance of all the classes less (B) the sum of (i) the ending balance of the class and (ii) the ending balance of all classes which are not subordinate to the class divided by (A). ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 Series 2005-GG3 Prior Payment: N/A Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X
Cash Reconciliation Summary ================================================================================================================================== ----------------------------------------- ----------------------------------------- ------------------------------------------ Interest Summary Principal Summary Servicing Fee Summary ----------------------------------------- ----------------------------------------- ------------------------------------------ Current Scheduled Interest Scheduled Principal: Current Servicing Fees Less Deferred Interest -------------------- Plus Fees Advanced for PPIS Less PPIS Reducing Scheduled Int Current Scheduled Principal Less Reduction for PPIS Plus Gross Advance Interest Advanced Scheduled Principal Plus Delinquent Servicing Fees Less ASER Interest Adv Reduction ----------------------------------------- ------------------------------------------ Less Other Interest Not Advanced Scheduled Principal Total Servicing Fees Less Other Adjustment ----------------------------------------- ------------------------------------------ ----------------------------------------- Unscheduled Principal: Total ---------------------- ----------------------------------------- Curtailments Unscheduled Interest: Advanced Scheduled Principal ----------------------------------------- Liquidation Proceeds Prepayment Penalties Repurchase Proceeds Yield Maintenance Penalties Other Principal Proceeds Other Interest Proceeds ----------------------------------------- ----------------------------------------- Total Unscheduled Principal Total ----------------------------------------- ----------------------------------------- Remittance Principal Less Fees Paid to Servicer ----------------------------------------- Less Fee Strips Paid by Servicer Remittance P&I Due Trust ----------------------------------------- ----------------------------------------- ------------------------------------------ Less Fees & Expenses Paid By/To Servicer Remittance P&I Due Certs PPIS Summary ----------------------------------------- ----------------------------------------- ------------------------------------------ Special Servicing Fees Workout Fees Gross PPIS Liquidation Fees ----------------------------------------- Reduced by PPIE Interest Due Serv on Advances Pool Balance Summary Reduced by Shortfalls in Fees Non Recoverable Advances ----------------------------------------- Reduced by Other Amounts Misc. Fees & Expenses Balance Count ------------------------------------------ ----------------------------------------- ----------------------------------------- PPIS Reducing Scheduled Interest Plus Trustee Fees Paid by Servicer Beginning Pool ------------------------------------------ ----------------------------------------- Scheduled Principal PPIS Reducing Servicing Fee Total Unscheduled Fees & Expenses Unscheduled Principal ------------------------------------------ ----------------------------------------- Deferred Interest PPIS Due Certificate Total Interest Due Trust Liquidations ------------------------------------------ ----------------------------------------- Repurchases Less Fees & Expenses Paid By/To Trust ----------------------------------------- ------------------------------------------ ----------------------------------------- Ending Pool Advance Summary (Advance Made by Servicer) Trustee Fee ----------------------------------------- ------------------------------------------ Fee Strips Principal Interest Misc. Fees ------------------------------------------ Interest Reserve Withholding Prior Outstanding Plus Interest Reserve Deposit Plus Current Period ----------------------------------------- Less Recovered Total Less Non Recovered ----------------------------------------- ------------------------------------------ Total Interest Due Certs Ending Outstanding ----------------------------------------- ------------------------------------------ ==================================================================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 Series 2005-GG3 Prior Payment: N/A Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X
Asset Backed Facts ~15 Month Historical Loan Status Summary ============= ====================================================================== =========================================== Delinquency Aging Categories Special Event Categories (1) ---------------------------------------------------------------------- ------------------------------------------- Delinq Delinq Delinq Specially Distribution 1 Month 2 Months 3+ Months Foreclosure REO Modifications Serviced Bankruptcy ---------------------------------------------------------------------- ------------------------------------------- Date # Balance # Balance # Balance # Balance # Balance # Balance # Balance # Balance ============= ====================================================================== =========================================== 03/11/05 ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ------------- ------------ -------------- ------------- -------------- ------------- ------------- -------------- -------------- ============= ====================================================================== ===========================================
(1) Modification, Specially Serviced & Bankruptcy Totals are Included in the Appropriate Delinquency Aging Category. ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 Series 2005-GG3 Prior Payment: N/A Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X Asset Backed Facts ~15 Month Historical Payoff/Loss Summary
============= ============================================================================== =================================== Ending Appraisal Liquidations 0Realized Distribution Pool (1) Payoffs (2) Penalties Reduct. (2) (2) Losses (2) Remaining Term Curr Weighted Avg. ------------------------------------------------------------------------------ ----------------------------------- Date # Balance # Balance # Amount # Balance # Balance # Amount Life Amort. Coupon Remit ============= ============================================================================== =================================== 03/11/05 ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ------------- ------------- ----------- ----------- ------------ ------------ -------------- ---------------- ------------------ ============= ============================================================================== ===================================
(1) Percentage based on pool as of cutoff. (2) Percentage based on pool as of beginning of period. ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 Series 2005-GG3 Prior Payment: N/A Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X
Historical Collateral Level Prepayment Report =================== ===================================================== ======================= ============================= Disclosure Payoff Initial Payoff Penalty Prepayment Maturity Property Geographic Control # Period Balance Type Amount Amount Date Date Type Location ------------------- ===================================================== ======================= ============================= =================== ===================================================== ======================= ============================= Current 0 0 Cumulative ====================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 Series 2005-GG3 Prior Payment: N/A Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X Delinquent Loan Detail
================================================================================================================================== Paid Outstanding Out. Property Special Disclosure Thru Current P&I P&I Protection Advance Servicer Foreclosure Bankruptcy REO Control # Date Advance Advances** Advances Description (1) Transfer Date Date Date Date ================================================================================================================================== ================================================================================================================================== A. P&I Advance - Loan in Grace Period 1. P&I Advance - Loan delinquent 1 month B. P&I Advance - Late Payment but < 1 month delinq 2. P&I Advance - Loan delinquent 2 months 3. P&I Advance - Loan delinquent 3 months or More 4. Matured Balloon/Assumed Scheduled Payment 7. P&I Advance (Foreclosure) 9. P&I Advance (REO) ==================================================================================================================================
** Outstanding P&I Advances include the current period P&I Advance ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 Series 2005-GG3 Prior Payment: N/A Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X Mortgage Loan Characteristics
Distribution of Principal Balances ========================================================================================================================= Weighted Average Current Scheduled # of Scheduled % of ------------------------------------ Balances Loans Balance Balance Term Coupon DSCR ========================================================================================================================= ========================================================================================================================= 0 0 0.00% ========================================================================================================================= Average Scheduled Balance Maximum Scheduled Balance Minimum Scheduled Balance Distribution of Remaining Term (Fully Amortizing) ========================================================================================================================= Weighted Average Fully Amortizing # of Scheduled % of ------------------------------------ Mortgage Loans Loans Balance Balance Term Coupon DSCR ========================================================================================================================= ========================================================================================================================= 0 0 0.00% ========================================================================================================================= Minimum Remaining Term Maximum Remaining Term Distribution of Mortgage Interest Rates ======================================================================================================================== Weighted Average Current Mortgage # of Scheduled % of ---------------------------------------- Interest Rate Loans Balance Balance Term Coupon DSCR ======================================================================================================================== ======================================================================================================================== 0 0 0.00% ======================================================================================================================== Minimum Mortgage Interest Rate 10.0000% Maximum Mortgage Interest Rate 10.0000% Distribution of Remaining Term (Balloon) ======================================================================================================================== Weighted Average Balloon # of Scheduled % of ---------------------------------------- Mortgage Loans Loans Balance Balance Term Coupon DSCR ======================================================================================================================== 0 to 60 61 to 120 121 to 180 181 to 240 241 to 360 ======================================================================================================================== 0 0 0.00% ======================================================================================================================== Minimum Remaining Term 0 Maximum Remaining Term 0
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 Series 2005-GG3 Prior Payment: N/A Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X Mortgage Loan Characteristics
Distribution of DSCR (Current) ========================================================================================================================= Debt Service # of Scheduled % of Coverage Ratio Loans Balance Balance WAMM WAC DSCR ========================================================================================================================= ========================================================================================================================= 0 0 0.00% ========================================================================================================================= Maximum DSCR 0.000 Minimum DSCR 0.000 Distribution of DSCR (Cutoff) ========================================================================================================================= Debt Service # of Scheduled % of Coverage Ratio Loans Balance Balance WAMM WAC DSCR ========================================================================================================================= ========================================================================================================================= 0 0 0.00% ========================================================================================================================= Maximum DSCR 0.00 Minimum DSCR 0.00 Geographic Distribution ======================================================================================================================== # of Scheduled % of Geographic Location Loans Balance Balance WAMM WAC DSCR ======================================================================================================================== ======================================================================================================================== 0 0.00% ========================================================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 Series 2005-GG3 Prior Payment: N/A Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X Mortgage Loan Characteristics
Distribution of Property Types ========================================================================================================================= # of Scheduled % of Property Types Loans Balance Balance WAMM WAC DSCR ========================================================================================================================= ========================================================================================================================= 0 0 0.00% ========================================================================================================================= Distribution of Amortization Type ========================================================================================================================= # of Scheduled % of Amortization Type Loans Balance Balance WAMM WAC DSCR ========================================================================================================================= ========================================================================================================================= ========================================================================================================================= Distribution of Loan Seasoning ======================================================================================================================== # of Scheduled % of Number of Years Loans Balance Balance WAMM WAC DSCR ======================================================================================================================== ======================================================================================================================== 0 0 0.00% ======================================================================================================================== Distribution of Year Loans Maturing ======================================================================================================================== # of Scheduled % of Year Loans Balance Balance WAMM WAC DSCR ======================================================================================================================== 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 & Longer ======================================================================================================================== 0 0 0.00% ========================================================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 Series 2005-GG3 Prior Payment: N/A Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X Loan Level Detail
============================================================================================== Operating Ending Disclosure Property Statement Maturity Principal Note Control # Grp Type State DSCR NOI Date Date Balance Rate ============================================================================================== ============================================================================================== W/Avg 0.00 0 0 ==============================================================================================
================================================================================ Spec. Loan Prepayment Disclosure Scheduled Mod. Serv ASER Status ------------------------ Control # P&I Flag Flag Flag Code(1) Amount Penalty Date ================================================================================ ================================================================================ 0 0 0 ================================================================================ * NOI and DSCR, if available and reportable under the terms of the Pooling and Servicing Agreement, are based on information obtained from the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology used to determine such figures.
-------------------------------------------------------------------------------------- (1) Legend: A. P&I Adv - in Grace Period 1. P&I Adv - delinquent 1 month B. P&I Adv - < one month delinq 2. P&I Adv - delinquent 2 months 3. P&I Adv - delinquent 3+ months 4. Mat. Balloon/Assumed P&I 5. Prepaid in Full 6. Specially Serviced 7. Foreclosure 8. Bankruptcy 9. REO 10. DPO 11. Modification ======================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 Series 2005-GG3 Prior Payment: N/A Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X
Specially Serviced (Part I) ~ Loan Detail ===================== =========== ================== ===================================== ================== ================= Balance Remaining Term Disclosure Transfer Loan Status ------------------ Note Maturity ----------------- Property NOI Control # Date Code (1) Scheduled Actual Rate Date Life Amort. Type State NOI DSCR Date ===================== =========== ================== ===================================== ================== ================= ===================== =========== ================== ===================================== ================== =================
(1) Legend: A. P&I Adv - in Grace Period 1. P&I Adv - delinquent 1 month B. P&I Adv - < 1 month delinq. 2. P&I Adv - delinquent 2 months 3. P&I Adv - delinquent 3+ months 4. Mat. Balloon/Assumed P&I 7. Foreclosure 9. REO ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 135 S. LaSalle Street Suite 1625 Series 2005-GG3 Prior Payment: N/A Chicago, IL 60603 Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X
Specially Serviced Loan Detail (Part II) ~ Servicer Comments ==================================================================================================================================== ==================================================================================================================================== Disclosure Resolution Control # Strategy Comments ==================================================================================================================================== ==================================================================================================================================== ====================================================================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 135 S. LaSalle Street Suite 1625 Series 2005-GG3 Prior Payment: N/A Chicago, IL 60603 Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X Modified Loan Detail
==================================================================================================================================== Cutoff Modified Disclosure Modification Maturity Maturity Modification Control # Date Date Date Description ------------------------------------------------------------------------------------------------------------------------------------ ====================================================================================================================================
ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 135 S. LaSalle Street Suite 1625 Series 2005-GG3 Prior Payment: N/A Chicago, IL 60603 Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X Realized Loss Detail
============================================================================================================= Beginning Gross Proceeds Disclosure Appraisal Appraisal Scheduled Gross as a % of Period Control # Date Value Balance Proceeds Sched Principal ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- Current Total 0.00 0.00 Cumulative 0.00 0.00 =============================================================================================================
================================================================ Aggregate Net Net Proceeds Liquidation Liquidation as a % of Realized Period Expenses * Proceeds Sched. Balance Loss ---------------------------------------------------------------- ---------------------------------------------------------------- Current Total 0.00 0.00 0.00 Cumulative 0.00 0.00 0.00 ================================================================ * Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc. ABN AMRO Greenwich Capital Commercial Funding Corp. Statement Date: 3/11/2005 LaSalle Bank N.A. Commercial Mortgage Pass-Through Certificates Payment Date: 3/11/2005 135 S. LaSalle Street Suite 1625 Series 2005-GG3 Prior Payment: N/A Chicago, IL 60603 Next Payment: 4/12/2005 Record Date: 2/10/2005 ABN AMRO Acct: XX-XXXX-XX-X Appraisal Reduction Detail
====================== ========================================== =================================== Disclosure Appraisal Scheduled ARA Current P&I Note Maturity Remaining Term Control # Red. Date Balance Amount Advance ASER Rate Date Life Amort. ====================== ========================================== =================================== ====================== ========================================== ===================================
================= ===== ================== Property Appraisal Type State DSCR Value Date ================= ===== ================== ================= ===== ================== EXHIBIT C FORM OF CUSTODIAL CERTIFICATION To the parties listed on the attached Schedule A Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass Through Certificates, Series 2005-GG3 (the "Certificates") ------------------------------------------------------------- Ladies and Gentlemen: Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement dated as of February 10, 2005, relating to the above-referenced Certificates (the "Agreement"), LaSalle Bank National Association, in its capacity as trustee (the "Trustee"), hereby certifies as to each Mortgage Loan subject as of the date hereof to the Agreement (except as identified in the exception report attached hereto) that: (i) all documents specified in clauses (a)(i) through (a)(v), (a)(vii) and (a)(viii) (without regard to the second parenthetical in such clause (a)(viii)) of the definition of "Mortgage File", are in its possession or the possession of a Custodian on its behalf; (ii) the recordation/filing contemplated by Section 2.01(c) of the Agreement has been completed (based solely on receipt by the Trustee of the particular recorded/filed documents); (iii) all documents received by it or any Custodian with respect to such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) of the Agreement and in this Certification and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (v) and (vi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Mortgage File. Neither the Trustee nor any Custodian is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, neither the Trustee nor any Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. In performing the review contemplated herein, the Trustee or any Custodian may rely on the Depositor as to the purported genuineness of any such document and any signature thereon. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreement. Respectfully, LASALLE BANK NATIONAL ASSOCIATION, as Trustee By:___________________________________________ Name: Title: Schedule A Greenwich Capital Commercial Credit Suisse First Boston LLC Funding Corp. Eleven Madison Avenue Greenwich Capital Financial New York, NY 10010 Products, Inc. Greenwich Capital Markets, Inc. Wachovia Capital Markets, LLC 600 Steamboat Road 301 South College Street Greenwich, CT 06830 Charlotte, NC 28288 Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. 600 Steamboat Road 99 Church Street, 8th Floor Greenwich, CT 06830 New York, NY 10007 Goldman, Sachs & Co. Standard & Poor's Rating Services, 85 Broad Street a division of The McGraw-Hill New York, NY 10004 Companies, Inc. 55 Water Street, 41st Floor Banc of America Securities LLC New York, NY 10041-0003 214 North Tryon Street NC1-027-21-02 GMAC Commercial Mortgage Corporation Charlotte, NC 28255 200 Witmer Road Horsham, PA 19044 Bear, Stearns & Co. Inc. 383 Madison Avenue GMAC Commercial Mortgage Corporation New York, NY 10179 550 California Street San Francisco, CA 94104 EXHIBIT D-1 FORM OF MASTER SERVICER REQUEST FOR RELEASE [Date] LaSalle Bank National Association 135 South LaSalle Street Chicago, Illinois 60603 Attention: Global Securitization Trust Services Group-- Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3 Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 ----------------------------------------------------- In connection with the administration of the Mortgage Files held by or on behalf of you as Trustee under that certain Pooling and Servicing Agreement dated as of February 10, 2005 (the "Pooling and Servicing Agreement"), by and among Greenwich Capital Commercial Funding Corp. as depositor, the undersigned as master servicer (the "Master Servicer"), GMAC Commercial Mortgage Corporation as special servicer (the "Special Servicer"), you as trustee (the "Trustee") and ABN AMRO Bank N.V. as fiscal agent, the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee with respect to the following described Mortgage Loan for the reason indicated below. Property Name:___________________________________________________ Address:_________________________________________________________ Control No.:_____________________________________________________ If only particular documents in the Mortgage File are requested, please specify which:____________________________________________ _________________________________________________________________ Reason for requesting file (or portion thereof): ______ 1. Mortgage Loan paid in full. The undersigned hereby certifies that all amounts received in connection with the Mortgage Loan that are required to be credited to the Custodial Account pursuant to the Pooling and Servicing Agreement, have been or will be so credited. ______ 2. Other. (Describe)________________________________ __________________________________________________ __________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. GMAC COMMERCIAL MORTGAGE CORPORATION By:______________________________________ Name: Title: EXHIBIT D-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ___________ LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 Attention: Global Securitization Trust Services Group-- Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3 Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 ----------------------------------------------------- In connection with the administration of the Mortgage Files held by or on behalf of you as Trustee under that certain Pooling and Servicing Agreement dated as of February 10, 2005 (the "Pooling and Servicing Agreement"), by and among Greenwich Capital Commercial Funding Corp. as depositor, GMAC Commercial Mortgage Corporation as master servicer (the "Master Servicer"), the undersigned as special servicer (the "Special Servicer"), you as trustee (the "Trustee") and ABN AMRO Bank N.V. as fiscal agent, the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee with respect to the following described Mortgage Loan for the reason indicated below. Property Name:___________________________________________________ Address: ________________________________________________________ Control No.: ____________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: ___________________________________________ _________________________________________________________________ _________________________________________________________________ Reason for requesting file (or portion thereof): ______ 1. Mortgage Loan paid in full. The undersigned hereby certifies that all amounts received in connection with the Mortgage Loan that are required to be credited to the Custodial Account pursuant to the Pooling and Servicing Agreement, have been or will be so credited. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. GMAC COMMERCIAL MORTGAGE CORPORATION By: ____________________________________ Name: Title: EXHIBIT E FORM OF LOAN PAYOFF NOTIFICATION REPORT LOAN PAYMENT NOTIFICATION REPORT as of _____________________
------------------------------------------------------------------------------------------------------ S4 S55 S61 S58 P7 P8 P10 P11 Short Name Paid Prospectus (When Property Scheduled Thru Current Maturity ID Appropriate) Type State Loan Balance Date Interest Rate Date ------------------------------------------------------------------------------------------------------ Scheduled Payments Unscheduled Payment Total: $ ----------------------------------------------------------------------------------------- S4 P93 P97 Servicer Estimated Information ---------------------------------------------- Preceding Fiscal Yr. Expected Expected Prospectus DSCR Most Recent Yield Payment Distribution ID NCR DSCR NCF Maintenance Date Date ----------------------------------------------------------------------------------------- Scheduled Payments Unscheduled Payment Total:
The Borrower has only requested the information to pay-off. This does not indicate a definite payment. EXHIBIT F-1 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES [Date] LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 Attention: Global Securitization Trust Services Group-- Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3 Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3, Class _____, [having an initial aggregate [Certificate Principal Balance] [Certificate Notional Amount] as of February 10, 2005 (the "Closing Date") of $__________] [representing a ____% Percentage Interest in the subject Class] -------------------------------------------------------------------- Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________________ (the "Transferor") to __________________________ (the "Transferee") of the captioned Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 10, 2005, between Greenwich Capital Commercial Funding Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, and for the benefit of the Trustee and the Depositor, that: 1. The Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Transferred Certificate, any interest in a Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of any Transferred Certificate, any interest in a Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Transferred Certificates under the Securities Act of 1933, as amended (the "Securities Act"), would render the disposition of the Transferred Certificates a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Transferred Certificates pursuant to the Securities Act or any state securities laws. Very truly yours, ______________________________________ (Transferor) By:___________________________________ Name: Title: EXHIBIT F-2A FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES [Date] LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 Attention: Global Securitization Trust Services Group-- Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005- GG3 Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3, Class ___, [having an initial aggregate [Certificate Principal Balance] [Certificate Notional Amount] as of February 10, 2005 (the "Closing Date") of $__________] [representing a ____% Percentage Interest in the subject Class] -------------------------------------------------------------- Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by ____________________________ (the "Transferor") to ________________________________ (the "Transferee") of the captioned Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 10, 2005 among Greenwich Capital Commercial Funding Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as Certificate Registrar, and for the benefit of the Trustee and the Depositor, that: 1. The Transferee is a "qualified institutional buyer" (a "Qualified Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it is being made in reliance on Rule 144A. The Transferee is acquiring the Transferred Certificates for its own account or for the account of another Qualified Institutional Buyer, and understands that such Transferred Certificates may be resold, pledged or transferred only (a) to a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of another Qualified Institutional Buyer and to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (b) pursuant to another exemption from registration under the Securities Act. 2. The Transferee has been furnished with all information regarding (a) the Depositor, (b) the Transferred Certificates and distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, and (e) all related matters, that it has requested. 3. If the Transferee proposes that the Transferred Certificates be registered in the name of a nominee, such nominee has completed the Nominee Acknowledgement below. Very truly yours, ___________________________________________ (Transferee) By: ____________________________________ Name: Title: Nominee Acknowledgement ----------------------- The undersigned hereby acknowledges and agrees that as to the Transferred Certificates being registered in its name, the sole beneficial owner thereof is and shall be the Transferee identified above, for whom the undersigned is acting as nominee. ___________________________________________ (Nominee) By: ____________________________________ Name: Title: ANNEX 1 TO EXHIBIT F-2A ----------------------- QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned hereby certifies as follows to [name of Transferor] (the "Transferor") and [name of Certificate Registrar], as Certificate Registrar, with respect to the mortgage pass-through certificates (the "Transferred Certificates") described in the Transferee certificate to which this certification relates and to which this certification is an Annex: 1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Certificates (the "Transferee"). 2. The Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended, because (i) [the Transferee] [each of the Transferee's equity owners] owned and/or invested on a discretionary basis $______________(1) in securities (other than the excluded securities referred to below) as of the end of such entity's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below. _____ Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986. _____ Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any state, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the state or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. bank, and not more than 18 months preceding such date of sale in the case of a foreign bank or equivalent institution. _____ Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions, or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale in the case of a foreign savings and loan association or equivalent institution. _____ Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. _____ Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state, U.S. territory or the District of Columbia. _____ State or Local Plan. The Transferee is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of the state or its political subdivisions, for the benefit of its employees. _____ ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974. _____ Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940. _____ QIB Subsidiary. All of the Transferee's equity owners are "qualified institutional buyers" within the meaning of Rule 144A. _____ Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2 rather than this Annex 1)_____________________________ ______________________________________________________________ _____________________________________________________________. 3. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by any Person, the Transferee did not include (i) securities of issuers that are affiliated with such Person, (ii) securities that are part of an unsold allotment to or subscription by such Person, if such Person is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. 4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by any Person, the Transferee used the cost of such securities to such Person, unless such Person reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of such Person, but only if such subsidiaries are consolidated with such Person in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under such Person's direction. However, such securities were not included if such Person is a majority-owned, consolidated subsidiary of another enterprise and such Person is not itself a reporting company under the Securities Exchange Act of 1934, as amended. 5. The Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Transferee may be in reliance on Rule 144A. ___ ___ Will the Transferee be purchasing the Transferred Yes No Certificates only for the Transferee's own account? 6. If the answer to the foregoing question is "no", then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a "qualified institutional buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A. 7. The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's purchase of the Transferred Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available. 8. Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which the Transferred Certificates were issued. _________________________________________ Print Name of Transferee By: ___________________________________ Name: Title: Date: -------- (1) Transferee or each of its equity owners must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee or any such equity owner, as the case may be, is a dealer, and, in that case, Transferee or such equity owner, as the case may be, must own and/or invest on a discretionary basis at least $10,000,000 in securities. ANNEX 2 TO EXHIBIT F-2A ----------------------- QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees That Are Registered Investment Companies] The undersigned hereby certifies as follows to [name of Transferor] (the "Transferor") and [name of Certificate Registrar], as Certificate Registrar, with respect to the mortgage pass-through certificates (the "Transferred Certificates") described in the Transferee Certificate to which this certification relates and to which this certification is an Annex: 1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Certificates (the "Transferee") or, if the Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended, because the Transferee is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the "Adviser"). 2. The Transferee is a "qualified institutional buyer" as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee's Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee's Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee's Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market. ______ The Transferee owned and/or invested on a discretionary basis $___________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). ______ The Transferee is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 3. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 4. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee's Family of Investment Companies, the securities referred to in this paragraph were excluded. 5. The Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A. _____ _____ Will the Transferee be purchasing the Transferred Yes No Certificates only for the Transferee's own account? 6. If the answer to the foregoing question is "no", then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a "qualified institutional buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A. 7. The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee's purchase of the Transferred Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. 8. Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which the Transferred Certificates were issued. ______________________________________ Print Name of Transferee or Adviser By: ________________________________ Name: Title: Date: IF AN ADVISER: ______________________________________ Print Name of Transferee Date: EXHIBIT F-2B FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES [Date] LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 Attention: Global Securitization Trust Services Group-- Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3 Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3, Class _____,[having an initial aggregate [Certificate Principal Balance] [Certificate Notional Amount] as of February 10, 2005 (the "Closing Date") of $__________] [representing a ____% Percentage Interest in the subject Class] -------------------------------------------------------------------- Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________________ (the "Transferor") to __________________________ (the "Transferee") of the captioned Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 10, 2005, between Greenwich Capital Commercial Funding Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as Certificate Registrar, and for the benefit of the Trustee and the Depositor, that: 1. The Transferee is acquiring the Transferred Certificates for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws. 2. The Transferee understands that (a) the Transferred Certificates have not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee or the Certificate Registrar is obligated so to register or qualify the Class of Certificates to which the Transferred Certificates belong, and (c) neither a Transferred Certificate nor any security issued in exchange therefor or in lieu thereof may be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and the Certificate Registrar has received: (A) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Pooling and Servicing Agreement and a certification from such Certificateholder's prospective transferee substantially in the form attached either as Exhibit F-2A to the Pooling and Servicing Agreement or as Exhibit F-2B to the Pooling and Servicing Agreement; or (B) an opinion of counsel satisfactory to the Trustee with respect to, among other things, the availability of such exemption from registration under the Securities Act, together with copies of the written certification(s) from the transferor and/or transferee setting forth the facts surrounding the transfer upon which such opinion is based. 3. The Transferee understands that it may not sell or otherwise transfer any Transferred Certificate or interest therein, except in compliance with the provisions of Section 5.02 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed, and that each Transferred Certificate will bear the following legends: THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 4. Neither the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Transferred Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a pledge, disposition or other transfer of any Transferred Certificate, any interest in any Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Transferred Certificates under the Securities Act, would render the disposition of the Transferred Certificates a violation of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Transferred Certificates pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security. 5. The Transferee has been furnished with all information regarding (a) the Depositor, (b) the Transferred Certificates and distributions thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing of the Mortgage Loans, and (e) all related matters, that it has requested. 6. The Transferee is an "accredited investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Transferred Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment. 7. If the Transferee proposes that the Transferred Certificates be registered in the name of a nominee, such nominee has completed the Nominee Acknowledgement below. Very truly yours, _______________________________________ (Transferee) By: ________________________________ Name: Title: Nominee Acknowledgement ----------------------- The undersigned hereby acknowledges and agrees that as to the Transferred Certificates being registered in its name, the sole beneficial owner thereof is and shall be the Transferee identified above, for whom the undersigned is acting as nominee. _______________________________________ (Nominee) By: ________________________________ Name: Title: EXHIBIT F-2C FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES [Date] [TRANSFEROR] Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3, Class _____, having an initial aggregate [Certificate Principal Balance] [Certificate Notional Amount] as of February 10, 2005 (the "Closing Date") of $__________ Ladies and Gentlemen: This letter is delivered to you in connection with the Transfer by _________________________ (the "Transferor") to __________________________ (the "Transferee") through our respective Depository Participants of the Transferor's beneficial ownership interest (currently maintained on the books and records of The Depository Trust Company ("DTC") and the Depository Participants) in the captioned Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 10, 2005, between Greenwich Capital Commercial Funding Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to and agrees with you, and for the benefit of the Depositor, that: 1. The Transferee is a "qualified institutional buyer" (a "Qualified Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the Transfer to it of the Transferor's interest in the Transferred Certificates is being made in reliance on Rule 144A. The Transferee is acquiring such interest in the Transferred Certificates for its own account or for the account of another Qualified Institutional Buyer. 2. The Transferee understands that (a) the Transferred Certificates have not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee or the Certificate Registrar is obligated so to register or qualify the Transferred Certificates and (c) no interest in the Transferred Certificates may be resold or transferred unless (i) such Certificates are registered pursuant to the Securities Act and registered or qualified pursuant any applicable state securities laws, or (ii) such interest is sold or transferred in a transaction which is exempt from such registration and qualification and the Transferor desiring to effect such transfer has received (A) a certificate from such Certificate Owner's prospective transferee substantially in the form attached as Exhibit F-2C to the Pooling and Servicing Agreement or (B) an opinion of counsel to the effect that, among other things, such prospective transferee is a Qualified Institutional Buyer and such transfer may be made without registration under the Securities Act. 3. The Transferee understands that it may not sell or otherwise transfer the Transferred Certificates or any interest therein except in compliance with the provisions of Section 5.02 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed, and that the Transferred Certificates will bear the following legends: THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR ANY MATERIALLY SIMILAR PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 4. The Transferee has been furnished with all information regarding (a) the Depositor, (b) the Transferred Certificates and distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (e) any credit enhancement mechanism associated with the Transferred Certificates, and (f) all related matters, that it has requested. Very truly yours, __________________________________________ (Transferee) By: ___________________________________ Name: Title: ANNEX 1 TO EXHIBIT F-2C ----------------------- QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees other than Registered Investment Companies] The undersigned hereby certifies as follows to [name of Transferor] (the "Transferor") and for the benefit of Greenwich Capital Commercial Funding Corp. with respect to the mortgage pass-through certificates being transferred in book-entry form (the "Transferred Certificates") as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex: 1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity acquiring interests in the Transferred Certificates (the "Transferee"). 2. The Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because (i) [the Transferee] [each of the Transferee's equity owners] owned and/or invested on a discretionary basis $___________(1) in securities (other than the excluded securities referred to below) as of the end of such entity's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below. _____ Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986. _____ Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any state, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the state or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. bank, and not more than 18 months preceding such date of sale in the case of a foreign bank or equivalent institution. _____ Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale in the case of a foreign savings and loan association or equivalent institution. ___ Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. ___ Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state, U.S. territory or the District of Columbia. ___ State or Local Plan. The Transferee is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of the state or its political subdivisions, for the benefit of its employees. ___ ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974. ___ Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended. ___ QIB Subsidiary. All of the Transferee's equity owners are "qualified institutional buyers" within the meaning of Rule 144A. ___ Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2 rather than this Annex 1.) 3. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by any Person, the Transferee did not include (i) securities of issuers that are affiliated with such Person, (ii) securities that are part of an unsold allotment to or subscription by such Person, if such Person is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. 4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by any Person, the Transferee used the cost of such securities to such Person, unless such Person reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of such Person, but only if such subsidiaries are consolidated with such Person in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under such Person's direction. However, such securities were not included if such Person is a majority-owned, consolidated subsidiary of another enterprise and such Person is not itself a reporting company under the Securities Exchange Act of 1934, as amended. 5. The Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates are relying and will continue to rely on the statements made herein because one or more Transfers to the Transferee may be in reliance on Rule 144A. ___ ___ Will the Transferee be acquiring interests in the Yes No Transferred Certificates only for the Transferee's own account? 6. If the answer to the foregoing question is "no," then in each case where the Transferee is acquiring any interest in the Transferred Certificates for an account other than its own, such account belongs to a third party that is itself a "qualified institutional buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A. 7. The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's acquisition of any interest in of the Transferred Certificates will constitute a reaffirmation of this certification as of the date of such acquisition. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such acquisition, promptly after they become available. 8. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which the Transferred Certificates were issued. _________________________________________ (Transferee) By: __________________________________ Name: Title: Date: ------------ (1) Transferee or each of its equity owners must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee or any such equity owner, as the case may be, is a dealer, and, in that case, Transferee or such equity owner, as the case may be, must own and/or invest on a discretionary basis at least $10,000,000 in securities. ANNEX 2 TO EXHIBIT F-2C ----------------------- QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees that are Registered Investment Companies] The undersigned hereby certifies as follows to [name of Transferor] (the "Transferor") and for the benefit of Greenwich Capital Commercial Funding Corp. with respect to the mortgage pass-through certificates being transferred in book-entry form (the "Transferred Certificates") as described in the Transferee certificate to which this certification relates and to which this certification is an Annex: 1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity acquired interests the Transferred Certificates (the "Transferee") or, if the Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because the Transferee is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the "Adviser"). 2. The Transferee is a "qualified institutional buyer" as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee's Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee's Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee's Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market. ____ The Transferee owned and/or invested on a discretionary basis $___________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). ____ The Transferee is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 3. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 4. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee's Family of Investment Companies, the securities referred to in this paragraph were excluded. 5. The Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates are relying and will continue to rely on the statements made herein because one or more Transfers to the Transferee will be in reliance on Rule 144A. ___ ___ Will the Transferee be acquiring interests in the Yes No Transferred Certificates only for the Transferee's own account? 6. If the answer to the foregoing question is "no," then in each case where the Transferee is acquiring any interest in the Transferred Certificates for an account other than its own, such account belongs to a third party that is itself a "qualified institutional buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A. 7. The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee's acquisition of any interest in the Transferred Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such acquisition. 8. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which the Transferred Certificates were issued. ________________________________________ (Transferee or Adviser) By: _________________________________ Name: Title: Date: IF AN ADVISER: Print Name of Transferee ________________________________________ Date: EXHIBIT F-2D FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES [Date] [TRANSFEROR] Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3, Class _____, having an initial aggregate [Certificate Principal Balance] [Certificate Notional Amount] as of February 10, 2005 (the "Closing Date") of $__________ Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________________ (the "Transferor") to __________________________ (the "Transferee") through our respective Depository Participants of the Transferor's beneficial ownership interest (currently maintained on the books and records of The Depository Trust Company ("DTC") and the Depository Participants) in the captioned Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 10, 2005, between Greenwich Capital Commercial Funding Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to and agrees with you, and for the benefit of the Depositor, that the Transferee is not a United States Securities Person. For purposes of this certification, "United States Securities Person" means (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a United States Securities Person, other than any estate of which any professional fiduciary acting as executor or administrator is a United States Securities Person if an executor or administrator of the estate who is not a United States Securities Person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law, (iv) any trust of which any trustee is a United States Securities Person, other than a trust of which any professional fiduciary acting as trustee is a United States Securities Person if a trustee who is not a United States Securities Person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a United States Securities Person, (v) any agency or branch of a foreign entity located in the United States, unless the agency or branch operates for valid business reasons and is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located, (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a United States Securities Person, (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States, other than one held for the benefit or account of a non-United States Securities Person by a dealer or other professional fiduciary organized, incorporated or (if any individual) resident in the United States, (viii) any partnership or corporation if (a) organized or incorporated under the laws of any foreign jurisdiction and (b) formed by a United States Securities Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by "accredited investors" (as defined in Rule 501(a)) under the United States Securities Act of 1933, as amended (the "Securities Act"), who are not natural persons, estates or trusts; provided, however, that the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies, affiliates and pension plans, any other similar international organizations, their agencies, affiliates and pension plans shall not constitute United States Securities Persons. We understand that this certification is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings. Dated: __________, _____ By:______________________________________________ As, or agent for, the beneficial owner(s) of the Certificates to which this certificate relates. EXHIBIT G FORM I OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES) [Date] LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 Attention: Global Securitization Trust Services Group-- Greenwich Capital Commercial Funding Corp., Series 2005-GG3 Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3, Class _____, having an initial aggregate [Certificate Principal Balance] [Certificate Notional Amount] as of February 10, 2005 (the "Issue Date") of $__________ Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________________ (the "Transferor") to __________________________ (the "Transferee") of the captioned Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 10, 2005, between Greenwich Capital Commercial Funding Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as Certificate Registrar, and for the benefit of the Trustee and the Depositor, that: 1. The Transferee is not (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan (as defined in Section 3(32) of ERISA) subject to any federal, state or local law ("Similar Law") which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each a "Plan") or (b) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation ss. 2510.3-101), other than, except in the case of a Residual Interest Certificate, an insurance company using the assets of its general account under circumstances whereby the purchase and holding of Privately Offered Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60. 2. Except in the case of the Residual Interest Certificates, which may not be transferred to a Plan or any person acting on behalf of or using the assets of a Plan, the Transferee understands that if the Transferee is a Person referred to in 1(a) or (b) above, such Transferee is required to provide to the Certificate Registrar an opinion of counsel in form and substance satisfactory to the Certificate Registrar and the Depositor to the effect that the acquisition and holding of such Certificate by such Transferee or transferee will not constitute or result in a non-exempt "prohibited transaction" within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not subject the Trustee, the Certificate Registrar, the Master Servicer, the Special Servicer, the Initial Purchaser or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Initial Purchaser, the Certificate Registrar or the Trust Fund. IN WITNESS WHEREOF, the Transferee hereby executes this ERISA representation letter on the ___ day of [______________], 20[__]. Very truly yours, _______________________________________ [The Transferee] By: _________________________________ Name: Title: EXHIBIT H-1 FORM OF TRANSFER AFFIDAVIT AND AGREEMENT REGARDING RESIDUAL INTEREST CERTIFICATES TRANSFER AFFIDAVIT PURSUANT TO SECTIONS 860D(a)(6)(A) and 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 10, 2005, among Greenwich Capital Commercial Funding Corp. as Depositor, GMAC Commercial Mortgage Corporation as Master Servicer, GMAC Commercial Mortgage Corporation as Special Servicer, LaSalle Bank National Association as Trustee and ABN AMRO Bank N.V. as Fiscal Agent -------------------------------------------------------------- STATE OF ) ) ss.: ____________________ COUNTY OF ) I, _________________________, under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being first sworn, depose and say that: 1. I am a __________________________ of ____________________________ (the "Purchaser"), on behalf of which I have the authority to make this affidavit. 2. The Purchaser is acquiring [Class R-I] [Class R-II] Certificates representing ________% of the residual interest in each of two real estate mortgage investment conduits (a "REMIC") designated as ["REMIC I"] ["REMIC II"], [respectively], relating to the Certificates for which an election is to be made under Section 860D of the Internal Revenue Code of 1986 (the "Code"). 3. The Purchaser is not a "Disqualified Organization" (as defined below), and that the Purchaser is not acquiring the [Class R-I] [Class R-II] Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of the following: (i) the United States, (ii) any state or political subdivision thereof, (iii) any foreign government, (iv) any international organization, (v) any agency or instrumentality of any of the foregoing, (vi) any tax-exempt organization (other than a cooperative described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such organization is subject to the tax imposed by Section 511 of the Code, (vii) any organization described in Section 1381(a)(2)(C) of the Code, or (viii) any other entity designated as a "disqualified organization" by relevant legislation amending the REMIC Provisions and in effect at or proposed to be effective as of the time of determination. In addition, a corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof if all of its activities are subject to tax (except for the Federal Home Loan Mortgage Corporation) and a majority of its board of directors is not selected by such governmental unit. The terms "United States" and "international organization" shall have the meanings set forth in Section 7701 of the Code. 4. The Purchaser is not a foreign permanent establishment or a fixed base (within the meaning of any applicable income tax treaty between the United States and any foreign jurisdiction) of a United States Tax Person. 5. The Purchaser will not cause the income from the [Class R-I] [Class R-II] Certificates to be attributable to a foreign permanent establishment or fixed base (within the meaning of any applicable income tax treaty between the United States and any foreign jurisdiction) of a United States Tax Person. 6. The Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent for the transferee, with respect to any transfer of any interest in any [Class R-I] [Class R-II] Certificates to a Disqualified Organization. 7. No purpose of the acquisition of the [Class R-I] [Class R-II] Certificates is to impede the assessment or collection of tax. 8. Check one of the following: [_] The present value of the anticipated tax liabilities associated with holding the [Class R-I] [Class R-II] Certificate does not exceed the sum of: (i) the present value of any consideration given to the Purchaser to acquire such [Class R-I] [Class R-II] Certificate; (ii) the present value of the expected future distributions on such [Class R-I] [Class R-II] Certificate; and (iii) the present value of the anticipated tax savings associated with holding such [Class R-I] [Class R-II] Certificate as the related REMIC generates losses. For purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Purchaser. [_] The transfer of the [Class R-I] [Class R-II] Certificates comply with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly, (i) the Purchaser is an "eligible corporation," as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the [Class R-I] [Class R-II] Certificates will only be taxed in the United States; (ii) at the time of the transfer, and at the close of the Purchaser's two fiscal years preceding the year of the transfer, the Purchaser had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million; (iii) the Purchaser will transfer the [Class R-I] [Class R-II] Certificates only to another "eligible corporation," as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and (iv) the Purchaser determined the consideration paid to it to acquire the [Class R-I] [Class R-II] Certificates based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Purchaser) that it has determined in good faith. [_] None of the above. 9. [Check the statement that applies] [_] The Purchaser is a "United States person" as defined in Section 7701(a) of the Code and the regulations promulgated thereunder (the Purchaser's U.S. taxpayer identification number is __________). The Purchaser is not classified as a partnership under the Code (or, if so classified, all of its beneficial owners are United States persons); or [_] The Purchaser is not a United States person. However, the Purchaser: (a) conducts a trade or business within the United States and, for purposes of Treasury regulation section 1.860G-3(a)(3), is subject to tax under Section 882 of the Code; (b) understands that, for purposes of Treasury regulation section 1.860E-1(c)(4)(ii), as a holder of a [Class R-I] [Class R-II] Certificate for United States federal income tax purposes, it may incur tax liabilities in excess of any cash flows generated by such [Class R-I] [Class R-II] Certificate; (c) intends to pay the taxes associated with holding a [Class R-I] [Class R-II] Certificate; (d) is not classified as a partnership under the Code (or, if so classified, all of its beneficial owners either satisfy clauses (a), (b) and (c) of this sentence or are United States persons); and (e) has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI or successor form and will update such form as may be required under the applicable Treasury regulations. 9. The Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends to pay taxes associated with holding the [Class R-I] [Class R-II] Certificates as they become due. 10. The Purchaser understands that it may incur tax liabilities with respect to the [Class R-I] [Class R-II] Certificates in excess of any cash flows generated by such Certificates. 11. The Purchaser will not transfer the [Class R-I] [Class R-II] Certificates to any person or entity as to which the Purchaser has not received an affidavit substantially in the form of this affidavit or to any person or entity as to which the Purchaser has actual knowledge that the requirements set forth in paragraphs 3, 4, 5, 7 or 9 hereof are not satisfied, or to any person or entity with respect to which the Purchaser has not (at the time of such transfer) satisfied the requirements under the Code to conduct a reasonable investigation of the financial condition of such person or entity (or its current beneficial owners if such person or entity is classified as a partnership under the Code). 12. The Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the prohibition against transferring the [Class R-I] [Class R-II] Certificates to a Disqualified Organization, an agent thereof or a person that does not satisfy the requirements of paragraphs 4, 5, 7 and 9. 13. The Purchaser consents to the designation of the Trustee as the agent of the Tax Matters Person of [REMIC I] [REMIC II] pursuant to Section 10.01(d) of the Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement. IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___ day of __________________. By: _____________________________ Name: Title: Personally appeared before me ___________________________, known or proved to me to be the same person who executed the foregoing instrument and to be a_______________________ of the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed and as the free act and deed of the Purchaser. Subscribed and sworn before me this ____ day of _______________. ____________________________________ Notary Public EXHIBIT H-2 FORM OF TRANSFEROR CERTIFICATE REGARDING RESIDUAL INTEREST CERTIFICATES [Date] LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 Attention: Global Securitization Trust Services Group-- Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3 Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 (the "Certificates") Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the "Transferor") to _________________ (the "Transferee") of [Class R-I] [Class R-II] Certificates evidencing a ____% Percentage Interest in such Class (the "Residual Interest Certificates"). The Certificates, including the Residual Interest Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of February 10, 2005 (the "Pooling and Servicing Agreement"), among Greenwich Capital Commercial Funding Corp., as depositor, GMAC Commercial Mortgage Corporation, as master servicer, GMAC Commercial Mortgage Corporation, as special servicer, LaSalle Bank National Association, as trustee and ABN AMRO Bank N.V., as fiscal agent. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that: 1. No purpose of the Transferor relating to the transfer of the Residual Interest Certificates by the Transferor to the Transferee is or will be to impede the assessment or collection of any tax. 2. The Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the Pooling and Servicing Agreement as Exhibit H-1. The Transferor does not know or believe that any representation contained therein is false. 3. The Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee (or the beneficial owners of the Transferee if it is classified as a partnership under the Code) as contemplated by Treasury regulation section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Interest Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation. Very truly yours, ____________________________________ (Transferor) By: __________________________________ Name: Title: EXHIBIT I-1 FORM OF NOTICE AND ACKNOWLEDGEMENT [Date] Standard & Poor's Ratings Services a division of The McGraw-Hill Companies, Inc. 55 Water Street, 41st Floor New York, New York 10041 Attention: Commercial Surveillance Department Moody's Investors Service, Inc. 99 Church Street, 8th Floor New York, NY 10007 Ladies and Gentlemen: This notice is being delivered pursuant to Section 6.09 of the Pooling and Servicing Agreement, dated as of February 10, 2005 and relating to Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have respective meanings assigned to them in the Agreement. Notice is hereby given that the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class have designated ________________ to serve as the Special Servicer under the Agreement. The designation of __________________ as Special Servicer will become final if certain conditions are met and you deliver to _________________, the trustee under the Agreement (the "Trustee"), written confirmation that if the person designated to become the Special Servicer were to serve as such, such event would not result in the qualification, downgrade or withdrawal of the rating or ratings assigned by you to one or more Classes of the Certificates. Accordingly, such confirmation is hereby requested as soon as possible. Please acknowledge receipt of this notice by signing the enclosed copy of this notice where indicated below and returning it to the Trustee, in the enclosed stamped self-addressed envelope. Very truly yours, LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: __________________________________ Name: Title: Receipt acknowledged: STANDARD & POOR'S RATINGS SERVICES By: ________________________________ Name: Title: Date: MOODY'S INVESTORS SERVICE, INC. By: ________________________________ Name: Title: Date: EXHIBIT I-2 FORM OF ACKNOWLEDGEMENT OF PROPOSED SPECIAL SERVICER [Date] [TRUSTEE] [MASTER SERVICER] [DEPOSITOR] [FISCAL AGENT] Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 Ladies and Gentlemen: Pursuant to Section 6.09 of the Pooling and Servicing Agreement, dated as of February 10, 2005, relating to Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 (the "Agreement"), the undersigned hereby agrees with all the other parties to the Agreement that the undersigned shall serve as Special Servicer under, and as defined in, the Agreement. The undersigned hereby acknowledges that, as of the date hereof, it is and shall be a party to the Agreement and bound thereby to the full extent indicated therein in the capacity of Special Servicer. The undersigned hereby makes, as of the date hereof, the representations and warranties set forth in Section 3.24 of the Agreement, with the following corrections with respect to type of entity and jurisdiction of organization: ____________________. _______________________________________ By: ________________________________ Name: Title: EXHIBIT J RESERVED EXHIBIT K SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE Midland Loan Services, Inc. EXHIBIT L FORM OF DEFEASANCE CERTIFICATION FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For loans (a) having a balance of $20,000,000 or less or a balance of less than 5% of outstanding pool balance, whichever is less) or (b) that are not then one of the ten largest (measured by unpaid principal balance) in the mortgage pool To: Standard & Poor's Ratings Services 55 Water Street New York, New York 10041 Attn: Commercial Mortgage Surveillance From: _____________________________________, in its capacity as master servicer (the "Master Servicer") under the Pooling and Servicing Agreement dated as of February 10, 2005 (the "Pooling and Servicing Agreement"), among Greenwich Capital Commercial Funding Corp. as Depositor, the Master Servicer, GMAC Commercial Mortgage Corporation as special servicer, LaSalle Bank National Association as trustee (the "Trustee"), and ABN AMRO Bank N.V. as fiscal agent. Date: _________, 20___ Re: Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates Series 2005-GG3 Mortgage loan (the "Mortgage Loan") identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged [Property] [Properties] identified on the Mortgage Loan Schedule by the following name[s]:____________________________ ________________________________________________________________________________ Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement. As Master Servicer under the Pooling and Servicing Agreement, we hereby: 1. Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked below: ____ a full defeasance of the payments scheduled to be due in respect of the entire unpaid principal balance of the Mortgage Loan; or ____ a partial defeasance of the payments scheduled to be due in respect of a portion of the unpaid principal balance of the Mortgage Loan that represents ___% of the entire unpaid principal balance of the Mortgage Loan and, under the Mortgage, has an allocated loan amount of $____________ or _______% of the entire unpaid principal balance; 2. Certify as to each of the following, and any additional explanatory notes set forth on Exhibit A hereto: a. The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in all material respects in completing the defeasance. b. The defeasance was consummated on __________, 20__. c. The defeasance collateral consists of securities that (i) constitute "government securities" as defined in Section 2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80a-1), (ii) are listed as "Qualified Investments for `AAA' Financings" under Paragraphs 1, 2 or 3 of "Cash Flow Approach" in Standard & Poor's Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) are rated `AAA' by Standard & Poor's, (iv) if they include a principal obligation, provide for a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, and (v) are not subject to prepayment, call or early redemption. Such securities have the characteristics set forth below: CUSIP RATE MAT PAY DATES ISSUED ----- ---- --- --------- ------ d. The Master Servicer received an opinion of counsel (from counsel approved by Master Servicer in accordance with the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event. e. The Master Servicer determined that the defeasance collateral will be owned by an entity (the "Defeasance Obligor") as to which one of the statements checked below is true: ____ the related Mortgagor was a Single-Purpose Entity (as defined in Standard & Poor's Structured Finance Ratings Real Estate Finance Criteria, as amended to the date of the defeasance (the "S&P Criteria")) as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance collateral and real property securing Mortgage Loan included in the pool. ____ the related Mortgagor designated a Single-Purpose Entity (as defined in the S&P Criteria) to own the defeasance collateral; or ____ the Master Servicer designated a Single-Purpose Entity (as defined in the S&P Criteria) established for the benefit of the Trust to own the defeasance collateral. f. The Master Servicer received a broker or similar confirmation of the credit, or the accountant's letter described below contained statements that it reviewed a broker or similar confirmation of the credit, of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria) in the name of the Defeasance Obligor, which account is maintained as a securities account by the Trustee acting as a securities intermediary. g. As securities intermediary, the Trustee is obligated to make the scheduled payments on the Mortgage Loan from the proceeds of the defeasance collateral directly to the Master Servicer's collection account in the amounts and on the dates specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the "Scheduled Payments"). h. The Master Servicer received from the Mortgagor written confirmation from a firm of independent certified public accountants, who were approved by the Master Servicer in accordance with the Servicing Standard, stating that (i) revenues from principal and interest payments made on the defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date or on the date when any open prepayment period set forth in the related Mortgage Loan documents commences), (ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance Obligor's interest expense for the Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year. i. The Master Servicer received opinions from counsel, who were approved by the Master Servicer in accordance with the Servicing Standard, that (i) the agreements executed by the Mortgagor and/or the Defeasance Obligor in connection with the defeasance are enforceable against them in accordance with their terms, and (ii) the Trustee will have a perfected, first priority security interest in the defeasance collateral described above. j. The agreements executed in connection with the defeasance (i) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined in the S&P Criteria), (ii) permit release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor or the Mortgagor only after the Mortgage Loan has been paid in full, if any such release is permitted, (iii) prohibit any subordinate liens against the defeasance collateral, and (iv) provide for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor. k. The entire unpaid principal balance of the Mortgage Loan as of the date of defeasance was $___________. Such Mortgage Loan (a) has a balance of $20,000,000 or less or a balance of less than 5% of outstanding pool balance or (b) is not then one of the ten largest (measured by unpaid principal balance) in the mortgage pool, in each such case, as of the date of the most recent Distribution Date Statement received by us (the "Current Report"). 3. The defeasance described herein, together with all prior and simultaneous defeasances of Mortgage Loans, brings the total of all fully and partially defeased Mortgage Loans to $__________________, which is _____% of the aggregate unpaid principal balance of the Mortgage Pool as of the date of the Current Report. 4. Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance described above and that originals or copies of such agreements, instruments and opinions have been transmitted to the Trustee for placement in the related Mortgage File or, to the extent not required to be part of the related Mortgage File, are in the possession of the Master Servicer as part of the Master Servicer's servicing file. 5. Certify and confirm that the determinations and certifications described above were rendered in accordance with the Servicing Standard set forth in, and the other applicable terms and conditions of, the Pooling and Servicing Agreement; and 6. Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a Servicing Officer as of the date of the defeasance described above. 7. Agree to provide copies of all items listed in Exhibit B to you upon request. IN WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above. [MASTER SERVICER] By: _______________________________________ Name: Title: EXHIBIT M-1 FORM OF TRUSTEE BACKUP CERTIFICATION Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3 (the "Trust") Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 (the "Certificates") ----------------------------------------------------------- Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated as of February 10, 2005 (the "Pooling and Servicing Agreement"), between Greenwich Capital Commercial Funding Corp. as depositor (the "Depositor"), LaSalle Bank National Association as trustee (the "Trustee"), GMAC Commercial Mortgage Corporation as master servicer (the "Master Servicer"), GMAC Commercial Mortgage Corporation (the "Special Servicer") and ABN AMRO Bank N.V. as fiscal agent, relating to the Certificates, the undersigned, a ____________________ of the Trustee and on behalf of the Trustee, hereby certifies to the ____________ as the officer executing the subject certification pursuant to the Sarbanes-Oxley Act of 2002 (the "Certifying Person") and its partners, representatives, affiliates, members, managers, directors, officers, employees and agents, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that: 1. I have reviewed the annual report on Form 10-K for the fiscal year _______, and all reports on Form 8-K filed in respect of periods included in the year covered by that annual report, of the Trust; 2. To the best of my knowledge, and assuming the accuracy of the statements required to be made in the Master Servicer Backup Certification and in the Special Servicer Backup Certification (in each case, to the extent that such statements are relevant to the statements made in this Trustee Backup Certification), that the information in such reports relating to distributions on and/or characteristics (including Certificate Principal Balances, Notional Amounts and Pass-Through Rates) of the Certificates, taken as a whole, does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by the subject annual report on Form 10-K; 3. To the best of my knowledge, the information in such reports relating to distributions on and/or characteristics (including Certificate Principal Balances, Notional Amounts and Pass-Through Rates) of the Certificates includes all information of such type required to be included in the Distribution Date Statement for the relevant period covered by the subject annual report on Form 10-K; and 4. To the best of my knowledge, such information includes all Servicer Reports provided to the Trustee by the Master Servicer and/or the Special Servicer hereunder, which are required to be filed with the annual report on Form 10-K for the fiscal year ____ and all reports on Form 8-K for the fiscal year ____. Capitalized terms used herein and not defined shall have the respective meanings given to them in the Pooling and Servicing Agreement. Date: [NAME OF TRUSTEE] By:_________________________________________ Name: Title: EXHIBIT M-2 FORM OF MASTER SERVICER BACKUP CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3 (the "Trust") Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 (the "Certificates") ----------------------------------------------------------- I, [identify the certifying individual], a [title] of GMAC Commercial Mortgage Corporation, certify to Greenwich Capital Commercial Funding Corp. and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that: 1. I have reviewed the Servicer Reports relating to the Trust Fund delivered by the Master Servicer to the Trustee covering the fiscal year [_______]; 2. Based on my knowledge, the information in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by these Servicer Reports; 3. Based on my knowledge, the information required to be provided to the Trustee by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Servicing Reports to be filed by the Trustee is included in the Servicer Reports delivered by the Servicer to the Trustee; 4. I am responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance review required under section 3.14 of the Pooling and Servicing Agreement with respect to the Master Servicer, and except as disclosed in the compliance certificate delivered by the Master Servicer under section 3.14 of the Pooling and Servicing Agreement, the Servicer has fulfilled, in all material respects, its obligations under the Pooling and Servicing Agreement; and 5. The accountant's statement delivered pursuant to section 3.15 of the Pooling and Servicing Agreement discloses all significant deficiencies relating to the Master Servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the Pooling and Servicing Agreement. Date: [NAME OF MASTER SERVICER] By:______________________________________ Name: Title: EXHIBIT M-3 FORM OF SPECIAL SERVICER BACKUP CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3 (the "Trust") Commercial Mortgage Pass-Through Certificates, Series 2004-GG1 (the "Certificates") ----------------------------------------------------------- I, ________________ a ____________________ of [NAME OF SPECIAL SERVICER] ("[INSERT SHORT NAME]") on behalf of [INSERT SHORT NAME], as Special Servicer, hereby certify to [Greenwich Capital Commercial Funding Corp. (the "Depositor")] [or, if certifying person is not the Depositor, INSERT NAME OF CERTIFYING PERSON] and its affiliates, members, managers, directors and officers, to the extent that the following information is within the Special Servicer's area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that: 1. I am responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement, dated as of February 10, 2005, relating to Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 (the "Pooling and Servicing Agreement"), and, based upon the review performed as required under Section 3.13 of the Pooling and Servicing Agreement, and except as disclosed on Schedule I hereto, the Special Servicer, to my knowledge, has fulfilled its material obligations under the Pooling and Servicing Agreement, including the provision of all reports, if any, required to be submitted by the Special Servicer to the Master Servicer and the Trustee thereunder, and that, to the knowledge of the Special Servicer, such reports do not contain any material misstatements or omissions; and 2. I have disclosed to the Special Servicer's certified public accountants all significant deficiencies, to my knowledge, relating to the compliance by the Special Servicer with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Pooling and Servicing Agreement. Capitalized terms used herein and not defined shall have the respective meanings given to them in the Pooling and Servicing Agreement. Date: [NAME OF SPECIAL SERVICER] By:_______________________________________ Name: Title: EXHIBIT N FORM OF [DIRECTING HOLDER] [CONTROLLING CLASS DIRECTING HOLDER] [COMPANION LOAN NOTEHOLDER] CONFIDENTIALITY AGREEMENT [Date] [LaSalle Bank National Association 135 South LaSalle Street Chicago, Illinois 60603 Attention: Global Securitization Trust Services Group--Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust Series 2005-GG3] [GMAC Commercial Mortgage Corporation 200 Witmer Road Horsham, Pennsylvania 19044 Attention: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust Series 2005-GG3] [GMAC Commercial Mortgage Corporation 550 California Street San Francisco, California 94104 Attention: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust Series 2005-GG3] Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 --------------------------------------------------------- In accordance with the provisions of the Pooling and Servicing Agreement, dated as of February 10, 2005 (the "Pooling and Servicing Agreement"), between Greenwich Capital Commercial Funding Corp., as depositor (the "Depositor"), GMAC Commercial Mortgage Corporation, as master servicer, GMAC Commercial Mortgage Corporation, as special servicer, LaSalle Bank National Association, as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent, with respect to Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 (the "Certificates"), the undersigned hereby certifies and agrees as follows: 1. The undersigned is the [Directing Holder][Controlling Class Directing Holder][Companion Loan Directing Holder for [ ] loan]. 2. The undersigned will keep the information (the "Information") obtained from time to time pursuant to the Pooling and Servicing Agreement confidential, and such Information will not, without the prior written consent of the [Trustee] [Master Servicer] [Special Servicer], be disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the "Representatives") in any manner whatsoever, in whole or in part (other than for the purpose of communicating with the Controlling Class); provided that the undersigned may provide all or any part of the Information to any other person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms in writing such ownership interest or prospective ownership interest and agrees to keep it confidential. 4. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended, or would require registration of any Non-Registered Certificate pursuant to Section 5 of the Securities Act. 5. The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above. [DIRECTING HOLDER] [CONTROLLING CLASS DIRECTING HOLDER] [COMPANION LOAN NOTEHOLDER] By: _____________________________________ Name: Title: ____________________________________________ By: _____________________________________ Name: Title: